EX-10 2 qs4ssfinal.txt EX 10.1 SERIES SUPPLEMENT EXECUTION COPY ================================================================================ RESIDENTIAL ACCREDIT LOANS, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee SERIES SUPPLEMENT, DATED AS OF APRIL 1, 2005, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of August 1, 2004 Mortgage Asset-Backed Pass-Through Certificates Series 2005-QS4 ================================================================================
Article I DEFINITIONS....................................................................3 Section 1.01. Definitions..........................................................3 Section 1.02. Use of Words and Phrases............................................15 Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................................................16 Section 2.01. Conveyance of Mortgage Loans.......................................16 Section 2.02. Acceptance by Trustee. (See Section 2.02 of the Standard Terms)...17 Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company......................................17 Section 2.04. Representations and Warranties of Sellers............................20 Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC Certificates...........................20 Section 2.06. Reserved.............................................................20 Section 2.07. Reserved.............................................................20 Section 2.08. Purposes and Powers of the Trust (See Section 2.08 of the Standard Terms)...............................................................20 Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS................................21 Article IV PAYMENTS TO CERTIFICATEHOLDERS.................................................22 Section 4.01. Certificate Account. (See Section 4.01 of the Standard Terms)........22 Section 4.02. Distributions. ......................................................22 Section 4.03. Statements to Certificateholders; Statements to the Rating Agencies; Exchange Act Reporting (See Section 4.03 of the Standard Terms)......30 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).........30 Section 4.05. Allocation of Realized Losses. ......................................30 Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms)..................................32 Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms)..................................................32 Section 4.08. Surety Bond. (See Section 4.08 of the Standard Terms)................32 Article V THE CERTIFICATES................................................................33 Article VI THE COMPANY AND THE MASTER SERVICER..........................................34 Article VII DEFAULT......................................................................35 Article VIII CONCERNING THE TRUSTEE.......................................................36 Article IX TERMINATION..................................................................37 Article X REMIC PROVISIONS............................................................38 Section 10.01.REMIC Administration. (See Section 10.01 of the Standard Terms).....38 Section 10.02.Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms)............................38 Section 10.03.Designation of REMIC.................................................38 Section 10.04.Reserved.............................................................38 Section 10.05.Compliance with Withholding Requirements.............................38 Article XI MISCELLANEOUS PROVISIONS......................................................39 Section 11.01.Amendment. (See Section 11.01 of the Standard Terms)................39 Section 11.02.Recordation of Agreement; Counterparts. (See Section 11.02 of the Standard Terms)......................................................39 Section 11.03.Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms)......................................................39 Section 11.04.Governing Laws. (See Section 11.04 of the Standard Terms)...........39 Section 11.05.Notices..............................................................39 Section 11.06.Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms)...............................................40 Section 11.07.Severability of Provisions. (See Section 11.07 of the Standard Terms)40 Section 11.08.Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms)..................................................40 Section 11.09.Allocation of Voting Rights..........................................40 Section 11.10.No Petition..........................................................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 August 1, 2004 Exhibit Five: Planned Principal Balances and Class A-1 Scheduled Principal Balances
This is a Series Supplement, dated as of April 1, 2005 (the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as of August 1, 2004 and attached as Exhibit Four hereto (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL ACCREDIT LOANS, 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 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT: The Company intends to sell mortgage asset-backed 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 Mortgage Loans (as defined herein). 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), as one real estate mortgage investment conduit (a "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. 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 this 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 Pass-Through Certificate Maturity Fitch/ Minimum Designation Rate Principal Balance Features1 Date S&P/ Denominations2 Class A-1 5.50% $66,010,000.00 Senior/Scheduled/Accretion April 25, 2035 AAA/AAA $25,000.00 Directed/Fixed Rate Class A-2 5.50% $13,017,000.00 Senior/Retail/Fixed Rate April 25, 2035 AAA/AAA $1,000.00 Class A-3 5.50% $91,990,000.00 Senior/PAC/Super April 25, 2035 AAA/AAA $25,000.00 Senior/Fixed Rate Class A-4 5.50% $9,000,000.00 Senior/Accrual/Companion/Fixed April 25, 2035 AAA/AAA $25,000.00 Rate Class A-5 5.50% $17,000,000.00 Senior/Lockout/Super April 25, 2035 AAA/AAA $25,000.00 Senior/Fixed Rate Class A-6 5.50% $3,000,000.00 Senior/Lockout/Senior April 25, 2035 AAA/AAA $25,000.00 Support/Fixed Rate Class A-P 0.00% $556,340.27 Senior/Principal Only April 25, 2035 AAA/AAA $25,000.00 Class A-V Variable $0.004 Senior/Interest April 25, 2035 AAA/AAA $2,000,000.00 Rate3 Only/Variable Rate Class R 5.50% $100.00 Senior/Residual/Fixed Rate April 25, 2035 AAA/AAA 5 Class M-1 5.50% $5,504,000.00 Mezzanine/Fixed Rate April 25, 2035 AA/NA $25,000.00 Class M-2 5.50% $1,905,200.00 Mezzanine/Fixed Rate April 25, 2035 A/NA $250,000.00 Class M-3 5.50% $1,058,500.00 Mezzanine/Fixed Rate April 25, 2035 BBB/NA $250,000.00 Class B-1 5.50% $1,058,400.00 Subordinate/Fixed Rate April 25, 2035 BB/NA $250,000.00 Class B-2 5.50% $635,100.00 Subordinate/Fixed Rate April 25, 2035 B/NA $250,000.00 Class B-3 5.50% $952,600.15 Subordinate/Fixed Rate April 25, 2035 NA/NA $250,000.00
-------- 1 The Certificates, other than the Class B and Class R Certificates shall be Book-Entry Certificates. The Class B Certificates and the Class R Certificates shall be delivered to the holders thereof in physical form. 2 The Certificates, other than the 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 B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that one Certificate of any of the Class B-1, Class B-2 and Class B-3 Certificates that contain 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. 3 The initial Pass-Through Rate on the Class A-V Certificates is 0.3939%. 4 The Class A-V Certificates do not have a principal balance. For the purpose of calculating interest payments, interest on the Class A-V Certificates will accrue on a notional amount equal to the aggregate Stated Principal Balance of the Mortgage Loans immediately prior to the related Distribution Date. 5 The Class R 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%. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: ARTICLE I 2 ARTICLE I DEFINITIONS Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Accretion Termination Date: The Credit Support Depletion Date. Accrual Certificates: The Class A-4 Certificates. Accrual Distribution Amount: With respect to any Distribution Date prior to the Accretion Termination Date, an amount equal to the amount of Accrued Certificate Interest on the Class A-4 Certificates that is added to the Certificate Principal Balance of the Class A-4 Certificates on such Distribution Date pursuant to Section 4.02(h). 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) 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) 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, and (B) 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 having a Loan-to-Value Ratio (other than Additional Collateral Loans) at origination which exceeds 75% and (ii) $100,000, 3 over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Relevant Anniversary. The Bankruptcy Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency 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 "Deutsche Bank Trust Company Americas, as trustee, in trust for the registered holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QS4" and which must be an Eligible Account. Certificate Policy: None. Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-V or Class A-P Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A. Class A-1 Scheduled Principal Balance: With respect to any Distribution Date and the Class A-1 Certificates, the amount set forth in Schedule II of the table entitled "Planned Principal Balances and Class A-1 Scheduled Principal Balances" in Exhibit Five opposite such date. 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 28, 2005. 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 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Residential Funding Corporation Series 2005-QS4. Cut-off Date: April 1, 2005. 4 Determination Date: With respect to any Distribution Date, the second Business Day prior to each Distribution Date. Discount Net Mortgage Rate: 5.50% per annum. Due Period: With respect to each Distribution Date, the calendar month in which such Distribution Date occurs. 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 U.S. Bank, 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 then-current rating). Eligible Funds: On any Distribution Date, the excess, if any, of the Available Distribution Amount over 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) hereof), (iii) the Class A-P Principal Distribution Amount (determined without regard to clause (E) of the definition of Class A-P Principal Distribution Amount) and (iv) the aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates. Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the first anniversary of the Cut-off Date an amount equal to 2.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses 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, (Y) from the first to, but not including, the second anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the most recent anniversary of the Cut-off Date up to such date of determination, and (Z) from 5 the second to, but not including, the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero. The Fraud Loss Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to 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. Initial Monthly Payment Fund: $0 representing scheduled principal amortization and interest at the Net Mortgage Rate payable during the May 2005 Due Period, for those Mortgage Loans for which the Trustee will not be entitled to receive such payment. Initial Notional Amount: With respect to the Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c) of the Standard Terms, 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: 2.60% Class B-1: 0.50% Class M-2: 0.90% Class B-2: 0.30% Class M-3: 0.50% Class B-3: 0.45% Interest Accrual Period: With respect to any Class of Certificates and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. Interest Only Certificates: The Class A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Lockout Certificates: The Class A-5 Certificates and the Class A-6 Certificates. Lockout Percentage: For any Distribution Date occurring prior to the Distribution Date in May 2010, 0%, and for any Distribution Date thereafter, as follows: 30% for any Distribution Date on or after May 2010 and prior to May 2011; 40% for any Distribution Date on or after May 2011 and prior to May 2012; 60% for any Distribution Date on or after May 2012 and prior to May 2013; 80% for any Distribution Date on or after May 2013 and prior to May 2014; and 100% for any Distribution Date thereafter. 6 Maturity Date: April 25, 2035, 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: (i) the Mortgage Loan identifying number ("RFC LOAN #"); (ii) the maturity of the Mortgage Note ("MATURITY DATE"); (iii) the Mortgage Rate ("ORIG RATE"); (iv) the Subservicer pass-through rate ("CURR NET"); (v) the Net Mortgage Rate ("NET MTG RT"); (vi) the Pool Strip Rate ("STRIP"); (vii) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL P & I"); (viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (ix) the Loan-to-Value Ratio at origination ("LTV"); (x) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE"); (xi) 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 (xii) 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 or Subclass thereof issued pursuant to Section 5.01(c) of the Standard Terms, 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 immediately prior to such date. Pass-Through Rate: With respect to the Senior Certificates (other than the Class A-V Certificates and Class A-P Certificates), Class M Certificates and Class B Certificates and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto. 7 With respect to the Class A-V Certificates (other than any Subclass thereof) and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). With respect to the Class A-V Certificates and the initial Distribution Date the Pass-Through Rate is equal to 0.3939% per annum. With respect to any Subclass of Class A-V Certificates and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Subclass as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The Principal Only Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest. Permitted Investments: One or more of the following: (i) obligations of or guaranteed as to timely payment of 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 short-term debt 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 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 original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is a Rating Agency; (iv) commercial paper and demand notes (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each Rating Agency in its highest short-term rating available; provided that such commercial paper shall have a remaining maturity of not more than 30 days; 8 (v) any mutual fund, money market fund, common trust fund or other pooled investment vehicle, the assets of which are limited to instruments that otherwise would constitute Permitted Investments hereunder and have been rated by each Rating Agency in its highest short-term rating available (in the case of Standard & Poor's such rating shall be either AAAm or AAAm-G), including any such fund that is managed by the Trustee or any affiliate of the Trustee or for which the Trustee or any of its affiliates acts as an adviser; 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 (without giving effect to any Certificate Policy (if any) in the case of Insured Certificates (if any)) below the then-current rating, as evidenced in writing; provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations. References herein to the highest rating available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa in the case of Moody's, and for purposes of this Agreement, any references herein to the highest rating available on unsecured commercial paper and short-term debt obligations shall mean the following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and F-1 in the case of Fitch; provided, however, that any Permitted Investment that is a short-term debt obligation rated A-1 by Standard & Poor's must satisfy the following additional conditions: (i) the total amount of debt from A-1 issuers must be limited to the investment of monthly principal and interest payments (assuming fully amortizing collateral); (ii) the total amount of A-1 investments must not represent more than 20% of the aggregate outstanding Certificate Principal Balance of the Certificates and each investment must not mature beyond 30 days; (iii) the terms of the debt must have a predetermined fixed dollar amount of principal due at maturity that cannot vary; and (iv) if the investments may be liquidated prior to their maturity or are being relied on to meet a certain yield, interest must be tied to a single interest rate index plus a single fixed spread (if any) and must move proportionately with that index. Planned Principal Balance: With respect to any Distribution Date, the amount set forth in Schedule I of the table entitled "Planned Principal Balances and Class A-1 Scheduled Principal Balances" in Exhibit Five opposite such date. Prepayment Assumption: The prepayment assumption to be used for determining the accrual of original issue discount and premium and market discount on the Certificates for federal income tax purposes, which assumes a constant prepayment rate of 10.0% per annum of the then outstanding principal balance of the related Mortgage Loans in the first month of the life of such Mortgage Loans and an additional approximately 0.909090909% per annum in each month thereafter until the twelfth month, and beginning in the twelfth month and in each month thereafter during the life of the Mortgage Loans, a constant prepayment rate of 20.0% per annum. 9 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 2010 (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 not discussed in clause (i) above on which any Class of Subordinate Certificates are outstanding: (a) in the case of the Class of Subordinate Certificates then outstanding with the Highest Priority and each other Class of Subordinate Certificates for which the related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Class immediately prior to such date and the denominator of which is the sum of the Certificate Principal Balances immediately prior to such date of (1) the Class of Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of Subordinate Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%; and (iii) Notwithstanding the foregoing, if the application of the foregoing percentages on any Distribution Date as provided in Section 4.02 of this Series Supplement (determined without regard to the proviso to the definition of "Subordinate Principal Distribution Amount") would result in a distribution in respect of principal of any Class or Classes of Subordinate Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment Distribution Percentage of each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage of each other Class of Subordinate Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in accordance with the provisions in paragraph (ii) above, as if the Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c) the total amount of the reductions in the Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the Non-Maturing Classes in proportion to their respective Recalculated Percentages (the portion of such aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of such Distribution Date, the Prepayment Distribution Percentage of each Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution Percentage thereof, calculated in accordance with the provisions in paragraph (ii) above as if the Certificate Principal Balance of each Maturing Class had not been reduced to zero, plus (2) the related Adjustment Percentage. 10 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 preceding the month in which the related Distribution Date occurs. REMIC: The segregated pool of assets, with respect to which a REMIC election is to be made, consisting of: (i) the Mortgage Loans and the related Mortgage Files, (ii) all payments 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, but not including amounts on deposit in the Initial Monthly Payment Fund, (iii) property which secured a Mortgage Loan and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged Assets with respect to each Pledged Asset Mortgage Loan, and the interest in the Surety Bond transferred to the Trustee pursuant to Section 2.01 herein, and (v) all proceeds of clauses (i) through (iv) above. 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; 11 (iv) for any Distribution Date after the 96th Distribution Date but on or prior to the 108th Distribution Date, the related Senior Percentage for such Distribution Date plus 20% of the related Subordinate Percentage for such Distribution Date; and (v) for any Distribution Date thereafter, the Senior Percentage for such Distribution Date; provided, however, -------- ------- (i) that any scheduled reduction to the Senior Accelerated Distribution Percentage described above shall not occur as of any Distribution Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage Loans delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) 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 (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) 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 (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) 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 Senior 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 (excluding the Discount Fraction of the Discount Mortgage Loans in such 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%. 12 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: 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. 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: With respect 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 therefrom pursuant to Section 4.02(a)(i), Section 4.02(a)(ii)(W) (excluding any amount distributable pursuant to clause (E) of the definition of "Class A-P Principal Distribution Amount"), and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to be distributed to the Senior Certificateholders on such Distribution Date pursuant to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and 4.02(a)(xvii). Senior Support Certificates: The Class A-6 Certificates. Special Hazard Amount: As of any Distribution Date, an amount equal to $2,116,872 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 greater of (i) the product of the Special Hazard Percentage for such anniversary multiplied by the outstanding principal balance of all the Mortgage Loans on the Distribution Date immediately preceding such anniversary and (ii) twice the outstanding principal balance of the Mortgage Loan with the largest outstanding principal balance as of the Distribution Date immediately preceding 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 19.24% (which 13 percentage is equal to the percentage of Mortgage Loans by aggregate principal balance initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) located in the State of California. The Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency 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. Special Hazard Percentage: As of each anniversary of the Cut-off Date, the greater of (i) 1.0% and (ii) the largest percentage obtained by dividing the aggregate outstanding principal balance (as of immediately preceding Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located in a single, five-digit zip code area in the State of California by the outstanding principal balance of all the Mortgage Loans as of the immediately preceding Distribution Date. 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 (without giving effect to the related Senior Percentages) for such Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) 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) (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 not paid to the Senior Certificates; 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. 14 Super Senior Certificates: The Class A-3 Certificates and the Class A-5 Certificates. Super Senior Optimal Percentage: As of any Distribution Date on and after the Credit Support Depletion Date, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Super Senior Certificates immediately prior to such Distribution Date and the denominator 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. Super Senior Optimal Principal Distribution Amount: As of any Distribution Date on or after the Credit Support Depletion Date, an amount equal to the product of (a) the then-applicable Super Senior Optimal Percentage and (b) the amounts described in clause (b) of the Senior Principal Distribution Amount. Uncertificated Class A-V REMIC Regular Interests or Uncertificated REMIC Regular Interests: Each of the 1,261 uncertificated partial undivided beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 1,261, each relating to the particular Mortgage Loan identified by such sequential number on the Mortgage Loan Schedule, each having no principal balance, and each bearing interest at the respective Pool Strip Rate on the Stated Principal Balance of the related Mortgage Loan. Underwriters: Greenwich Capital Markets, Inc. and Citigroup Global Markets Inc. Section 1.02. Use of Words and Phrases."Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to the Pooling and Servicing Agreement as a whole. All references herein to Articles, Sections or Subsections shall mean the corresponding Articles, Sections and Subsections in the Pooling and Servicing Agreement. The definitions set forth herein include both the singular and the plural. 15 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01. Conveyance of Mortgage Loans. (a) (See Section 2.01(a) of the Standard Terms). (b) (See Section 2.01(b) of the Standard Terms). (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. The parties hereto agree that it is not intended that any Mortgage Loan be included in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana House Enrolled Act No. 1229, effective as of January 1, 2005. (d) (See Section 2.01(d) of the Standard Terms). (e) (See Section 2.01(e) of the Standard Terms). (f) (See Section 2.01(f) of the Standard Terms). (g) (See Section 2.01(g) of the Standard Terms). (h) (See Section 2.01(h) of the Standard Terms). 16 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 (subject to interest only periods, if applicable), 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, except in the case of two Mortgage Loans representing approximately 0.1% of the aggregate principal balance of the Mortgage Loans, 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 (a) at least 35% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 100.00% and 95.01%, (b) 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%, (c) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (d) 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; (vi) No more than 0.5% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area in California and no more than 0.4% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside California; 17 (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) Approximately 65.00% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, approximately 12.20% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income program, and approximately 2.75% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no income/no asset program; (x) Except with respect to approximately 19.00% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date, the Mortgagor represented in its loan application with respect to the related Mortgage Loan that the Mortgaged Property would be owner-occupied; (xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan; (xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6); (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 is a Cooperative Loan; with respect to a Mortgage Loan that is a Cooperative Loan, the Cooperative Stock that is pledged as security for the Mortgage Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a cooperative housing corporation (as defined in Section 216 of the Code); 18 (xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property as of the date the Mortgage Loan was originated was not less than the appraised value of such property at the time of origination of the refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's underwriting guidelines; (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 contain in the related Mortgage File a Destroyed Mortgage Note; (xviii) Except with respect to one Mortgage Loan, representing 0.1% of the aggregate Stated Principal Balance of the Mortgage Loans, none of the Mortgage Loans has been made to an International Borrower, and no such Mortgagor is a member of a foreign diplomatic mission with diplomatic rank; (xix) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any foreign (non-United States) sovereign government; and (xx) None of the Mortgage Loans are Additional Collateral Loans and none of the Mortgage Loans are Pledged Asset 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 19 or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the Company shall not be required to cure breaches or purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a representation set forth above also constitutes fraud in the origination of the Mortgage Loan. Section 2.04. Representations and Warranties of Sellers. (See Section 2.04 of the Standard Terms) Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC 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 and/or the applicable REMIC, 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 all Classes of the Certificates in authorized denominations which together evidence the entire ownership interest in the Trust Fund. Section 2.06. Reserved. Section 2.07. Reserved. Section 2.08. Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms). 20 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (SEE ARTICLE III OF THE STANDARD TERMS) 21 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 the Master Servicer on behalf of the Trustee (or 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, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 of the Standard Terms respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution Amount remaining: (i) to the Senior Certificates (other than the Class A-P Certificates and prior to the Accretion Termination Date, the Accrual Certificates to the extent of the Accrual Distribution Amount), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); provided however that on or after the Credit Support Depletion Date, the Accrued Certificate Interest for the Senior Support Certificates shall be distributed to the Super Senior Certificates and the Senior Support Certificates in accordance with Section 4.02(c); and (ii) (W) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (applied to reduce the Certificate Principal Balance of such Senior Certificates); (X) to the Class A-1 Certificates and the Class A-4 Certificates, in the priorities and amounts set forth in Section 4.02(b)(ii), the Accrual Distribution Amount; and 22 (Y) to the Senior Certificates (other than the Class A-P Certificates and Class A-V Certificates), in the priorities and amounts set forth in Section 4.02(b) and (c), 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: (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 Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the 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 23 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 clause (C) of the definition of Class A-P Principal Distribution Amount); (C) the Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage Loan); (D) any Excess Subordinate Principal Amount for such Distribution Date; and (E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; 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; 24 (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) 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) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; 25 (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) 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) 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, on a pro rata basis in accordance with their respective outstanding Certificate Principal Balances, the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xvii) to the Class R Certificates, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (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 26 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 will be made as follows: (i) an amount equal Class A-P Principal Distribution Amount shall be distributed to the Class A-P Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (ii) an amount equal to the Accrual Distribution Amount shall be distributed in the following manner and priority: (A) first, to the Class A-1 Certificates, an amount necessary to reduce the Certificate Principal Balance of the Class A-1 Certificates to the Class A-1 Scheduled Principal Balance for such Distribution Date; and (B) second, any remaining amount to the Class A-4 Certificates until the Certificate Principal Balance of the Class A-4 Certificates has been reduced to zero; and (iii) the Senior Principal Distribution Amount shall be distributed in the following manner and priority: (A) first, to the Class R Certificates, until the Certificate Principal Balance thereof have been reduced to zero; (B) second, the Senior Principal Distribution Amount remaining after distribution pursuant to Section 4.02(b)(iii)(A) shall be distributed as follows: (1) first, to the Lockout Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, until the Certificate Principal Balance of the Lockout Certificates has been reduced to zero, an amount equal to the Lockout Percentage of the Lockout Certificates' pro rata share (based on the aggregate Certificate Principal Balance thereof relative to the aggregate Certificate Principal Balance of all classes of Certificates (other than the Class A-P Certificates)) of the aggregate of the collections described in clauses (A), (B), (C), (D) and (E) (net of amounts set forth in clause (F)) of Section 4.02(a)(ii)(Y), without application of the Senior Percentage or the Senior Accelerated Distribution Percentage; provided, however, that if the aggregate of the amounts set forth in clauses (A), (B), (C), (D) and (E) (net of amounts set forth in clause (F)) of Section 4.02(a)(ii)(Y) is more than the balance of the Available Distribution Amount remaining after the amount payable pursuant to Section 4.02(a)(i), the Accrual Distribution Amount and the Class A-P Principal Distribution Amount have been distributed, the amount paid to the Lockout Certificates pursuant to this Section 4.02(b)(iii)(B)(1) shall be reduced by an amount equal to the Lockout Certificates' pro rata share (based on the aggregate Certificate Principal Balance of the Lockout Certificates relative to the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class A-P Certificates)) of such difference; 27 (2) second, to the Class A-3 Certificates, an amount necessary to reduce the Certificate Principal Balance of the Class A-3 Certificates to the Planned Principal Balance for such Distribution Date; (3) third, to the Class A-1 Certificates, after first taking into account any distribution of the Accrual Distribution Amount pursuant to Section 4.02(b)(ii)(A), an amount necessary to reduce the Certificate Principal Balance of the Class A-1 Certificates to the Class A-1 Scheduled Principal Balance for such Distribution Date; (4) fourth, any remaining amount to the Class A-4 Certificates, after first taking into account any distribution of the Accrual Distribution Amount pursuant to Section 4.02(b)(ii)(B), until the Certificate Principal Balance of the Class A-4 Certificates has been reduced to zero; (5) fifth, any remaining amount to the Class A-1 Certificates, without regard to the related Class A-1 Scheduled Principal Balance and after first taking into account any distribution of the Accrual Distribution Amount pursuant to Section 4.02(b)(ii)(A), until the Certificate Principal Balance of the Class A-1 Certificates has been reduced to zero; (6) sixth, any remaining amount to the Class A-3 Certificates, without regard to the Planned Principal Balance, until the Certificate Principal Balance of the Class A-3 Certificates has been reduced to zero; (7) seventh, any remaining amount to the Class A-2 Certificates until the Certificate Principal Balance of the Class A-2 Certificates has been reduced to zero; and (8) eighth, any remaining amount to the Lockout Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, until the Certificate Principal Balances thereof have been reduced to zero. (c) Notwithstanding Section 4.02(b), on or after the Credit Support Depletion Date, an amount equal to the Class A-P Principal Distribution Amount will be distributed to the Class A-P Certificates and then the Senior Principal Distribution Amount will be distributed to the remaining Senior Certificates (other than the Class A-P Certificates and the Class A-V Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances; provided, however, that until reduction of the Certificate Principal Balance of the Senior Support Certificates to zero, the aggregate amount distributable to the Super Senior Certificates and Senior Support Certificates in respect of the aggregate Accrued Certificate Interest thereon and in respect of their aggregate pro rata portion of the Senior Principal Distribution Amount will be distributed among such Senior Certificates in the following priority: first, to the Super 28 Senior Certificates, on a pro rata basis in accordance with their respective amounts of Accrued Certificate Interest, up to an amount equal to the Accrued Certificate Interest on the Super Senior Certificates; second, to the Super Senior Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, up to an amount equal to the Super Senior Optimal Principal Distribution Amount, in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Senior Support Certificates, up to an amount equal to the Accrued Certificate Interest thereon; and fourth, to the Senior Support Certificates, the remainder, until the Certificate Principal Balance thereof has been reduced to zero. (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 distributed solely to the holders of the Class A-P, Class A-V and Subordinate 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) of the Standard Terms. 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 a Certificate Principal Balance greater than zero with the highest payment 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 from zero the Certificate Principal Balance of the Class of Certificates with the next lower payment priority, up to the amount of 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 from zero the Certificate Principal Balance of the Class of Certificates with the next lower payment priority up to the amount of 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 Interest Accrual Period that relates to 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. 29 (g) Except as otherwise provided in Section 9.01 of the Standard Terms, 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) of the Standard Terms 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) of the Standard Terms. (h) On each Distribution Date preceding the Accretion Termination Date, the Accrued Certificate Interest that would otherwise be distributed to the Class A-4 Certificates will be added to the Certificate Principal Balance of the Class A-4 Certificates and will be distributed to the holders of the Class A-1 Certificates and Class A-4 Certificates as distributions of principal pursuant to Section 4.02(b)(ii) in reduction of the Certificate Principal Balance of the Class A-1 Certificates and Class A-4 Certificates. Any distributions of the Accrual Distribution Amount to the Class A-1 Certificates and Class A-4 Certificates will reduce the Certificate Principal Balance of the Class A-1 Certificates and Class A-4 Certificates by such amount. The amount that is added to the Certificate Principal Balance of the Class A-4 Certificates will accrue interest at a rate of 5.50% per annum. On each Distribution Date on or after the Accretion Termination Date, the entire Accrued Certificate Interest on the Class A-4 Certificates for such date will be payable to the holders of the Class A-4 Certificates, as interest. Section 4.03. Statements to Certificateholders; Statements to the 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 30 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 Loss is on a Discount Mortgage Loan, to the Class A-P Certificates in an amount equal to the related Discount Fraction of the principal portion of the Realized Loss until the Certificate Principal Balance of the Class A-P Certificates has been reduced to zero, and the remainder of such Realized Losses on the Discount Mortgage Loans and the entire amount of such Realized Losses on the Non-Discount Mortgage Loans shall be allocated among all Senior Certificates (other than the Class A-P Certificates) on a pro rata basis, as described below. The principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses on the Discount Mortgage Loans shall be allocated to the Class A-P Certificates in an amount equal to the related Discount Fraction thereof and the remainder of the principal portion and the entire interest portion of such Realized Losses on the Discount Mortgage Loans and the entire principal and interest portion of such Realized Losses on Non-Discount Mortgage Loans will be allocated among the Senior Certificates (other than the Class A-P Certificates) and the Subordinate Certificates, on a pro rata basis, as described below. Notwithstanding anything to the contrary in this Section 4.05, the first $2,000,000 of Realized Losses otherwise allocable to the Class A-3 Certificates and the first $1,000,000 of Realized Losses otherwise allocable to the Class A-5 Certificates will be allocated to the Senior Support Certificates until the Certificate Principal Balance of the Senior Support Certificates is reduced to zero. 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; provided further, that the Certificate Principal Balance of the Accrual Certificates for purposes of this Section 4.05 shall be the lesser of (a) the Certificate Principal Balance of the Accrual Certificates as of the Closing Date, and (b) the Certificate Principal Balance of the Accrual Certificates prior to giving effect to distributions to be made on such Distribution Date. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses (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 31 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) of the Standard Terms, 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) 32 ARTICLE V THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD TERMS) 33 ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD TERMS) 34 ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD TERMS) 35 ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD TERMS) 36 ARTICLE IX TERMINATION (SEE ARTICLE IX OF THE STANDARD TERMS) 37 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. The REMIC Administrator shall 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) as a REMIC for federal income tax purposes. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, 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 Uncertificated Class A-V REMIC Regular Interests, 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 herein) under federal income tax law. On and after the date of issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the Standard Terms, any such Subclass will represent the Uncertificated Class A-V REMIC Regular Interest or Interests specified by the initial Holder of the Class A-V Certificates pursuant to said Section. Section 10.04. Reserved. Section 10.05. Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Trustee or any Paying Agent, as applicable, shall comply with all federal withholding requirements respecting payments to Certificateholders, including interest or original issue 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. 38 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 Law. (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 Company 8400 Normandale Lake Boulevard Suite 250, Minneapolis, Minnesota 55437, Attention: President Master Servicer 2255 N. Ontario Street, Suite 400 Burbank, California 91504-2130, Attention: Managing Director/Master Servicing Trustee Corporate Trust Office 1761 East St. Andrew Place Santa Ana, California 92705-4934, Attention: Residential Accredit Loans, Inc. Series 2005-QS4 The Trustee designates its offices located at c/o DTC Transfer Services, 55 Water Street, Jeanette Street Park Entrance, New York, New York 10041, for the purposes of Section 8.12 of the Standard Terms Fitch Ratings One State Street Plaza New York, New York 10004 Standard & Poor's Ratings 55 Water Street Services, a division of The New York, New York 10041 McGraw-Hill Companies, Inc. 39 Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 11.06. Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms) Section 11.07. Severability of Provisions. (See Section 11.07 of the Standard Terms) Section 11.08. Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms) Section 11.09. Allocation of Voting Rights. 98% of all of the Voting Rights shall be allocated among Holders of Certificates, other than the Class A-V Certificates and Class R Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights shall be allocated among the Holders of the Class A-V Certificates, in accordance with their respective Percentage Interests; and 1% of all Voting Rights shall be allocated among the Holders of the Class R Certificates, in accordance with their respective Percentage Interests. Section 11.10. No Petition. The Depositor, Master Servicer and the Trustee, by entering into this Agreement, and each Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute against the Trust Fund, or join in any institution against the Trust Fund of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligation with respect to the Certificates or this Agreement. 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. RESIDENTIAL ACCREDIT LOANS, INC. [Seal] By: /s/ Pieter VanZyl --------------------------------- Name: Pieter VanZyl Title: Vice President Attest: /s/ Benita Bjorgo Name: Benita Bjorgo Title: Vice President RESIDENTIAL FUNDING CORPORATION [Seal] By: /s/ Benita Bjorgo --------------------------------- Name: Benita Bjorgo Title: Associate Attest:/s/_Pieter Vanzyl Name: Benita Bjorgo Title: Associate DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee [Seal] By: /s/ Brent Hoyler Name: Brent Hoyler Title: Associate By: /s/ Barbara Campbell --------------------------------- Name: Barbara Campbell Title: Vice President Attest:/s/ Nicholas Gisler Name: Nicholas Gisler Title: Associate STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 28th day of April, 2005 before me, a notary public in and for said State, personally appeared Pieter VanZyl, known to me to be a Vice President of Residential Accredit Loans, 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. /s/ Amy Olson Notary Public [Notarial Seal] STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 28th day of April, 2005 before me, a notary public in and for said State, personally appeared Benita Bjorgo, known to me to be a(n) 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. /s/ Amy Olson Notary Public [Notarial Seal] STATE OF CALIFORNIA ) ) ss.: COUNTY OF ORANGE ) On the 28th day of April, 2005 before me, a notary public in and for said State, personally appeared Brent Hoyler, known to me to be a(n) Associate of Deutsche Bank Trust Company Americas, the New York banking corporation 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. /s/ Amy Stoddard Notary Public [Notarial Seal] STATE OF CALIFORNIA ) ) ss.: COUNTY OF ORANGE ) On the 28th day of April, 2005 before me, a notary public in and for said State, personally appeared Barbara Campbell, known to me to be a(n) Vice President of Deutsche Bank Trust Company Americas, the New York banking corporation 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. /s/ Amy Stoddard Notary Public [Notarial Seal] EXHIBIT ONE MORTGAGE LOAN SCHEDULE Fixed Rate Loan Loan Number S/S Code Payment Type Original Bal Loan Feature Orig Term Principal Bal # of Units Orig Rate Original PI LTV Net Curr Current PI City State Zip Loan Purp Note Date MI Co Code Servicer Loan # Prop Type First Pay Date MI Coverage Seller Loan # Occup Code Maturity Date Investor Loan # 8525128 T17/G02 F 136,000.00 ZZ 360 132,635.11 1 6.6250 870.82 80 6.3750 870.82 CANTON GA 30115 2 07/24/03 00 0436286850 05 09/01/03 0.0000 0307090007 O 08/01/33 0 8614902 S27/G02 F 119,200.00 ZZ 360 117,299.64 1 7.2500 813.16 80 7.0000 813.16 RINGGOLD GA 30736 2 08/15/03 00 0436473516 05 10/01/03 0.0000 1900006350 O 09/01/33 0 9578424 956/G02 F 120,200.00 ZZ 360 119,706.19 1 5.8750 711.03 72 5.6250 711.03 DENVER CO 80204 2 11/15/04 00 0438768947 05 01/01/05 0.0000 2414100103 O 12/01/34 0 9592150 956/G02 F 137,000.00 ZZ 360 136,419.71 2 5.7500 799.49 52 5.5000 799.49 LOS ANGELES CA 90047 5 11/30/04 00 0438830358 05 01/01/05 0.0000 2914110020 O 12/01/34 0 9614494 Y21/G02 F 106,400.00 ZZ 360 106,045.27 1 6.2500 655.13 95 6.0000 655.13 RALEIGH NC 27609 1 12/30/04 11 0438866063 09 02/01/05 30.0000 204866286 O 01/01/35 0 9614512 Y21/G02 F 142,500.00 ZZ 360 142,072.29 1 6.0000 854.36 95 5.7500 854.36 ELKINS PA 19027 1 12/22/04 12 0438863334 07 02/01/05 30.0000 204889952 O 01/01/35 0 9614518 Y21/G02 F 104,000.00 ZZ 360 103,695.19 1 6.1250 631.92 80 5.8750 631.92 KANSAS CITY MO 64137 2 12/23/04 00 0438859464 05 02/01/05 0.0000 204892821 O 01/01/35 0 9620643 601/G02 F 115,000.00 ZZ 360 114,205.46 1 6.1250 698.76 76 5.8750 698.76 BEND OR 97707 5 08/03/04 00 0438554339 05 10/01/04 0.0000 64422215 O 09/01/34 0 9628167 U05/G02 F 130,150.00 ZZ 360 129,377.36 1 6.0000 780.32 93 5.7500 780.32 EDMOND OK 73003 5 10/08/04 14 0438554131 03 12/01/04 30.0000 3000669130 O 11/01/34 0 9629016 286/286 F 153,090.00 ZZ 360 152,518.28 1 6.3750 955.09 90 6.1250 955.09 VANCOUVER WA 98662 1 11/17/04 11 0003730406 05 01/01/05 25.0000 0003730406 N 12/01/34 0 9629036 286/286 F 127,800.00 ZZ 360 127,311.14 1 6.2500 786.89 90 6.0000 786.89 PHILLIPSBURG NJ 08865 1 11/30/04 04 0003736472 05 01/01/05 25.0000 0003736472 N 12/01/34 0 9629142 286/286 F 166,500.00 ZZ 360 166,151.49 2 5.7500 971.65 90 5.5000 971.65 LAKEWAY TX 78734 1 01/04/05 10 0003780638 05 03/01/05 25.0000 0003780638 N 02/01/35 0 9629182 286/286 F 121,400.00 ZZ 360 121,052.60 1 6.2500 747.49 90 6.0000 747.49 FLORISSANT MO 63033 1 01/04/05 14 0003792578 05 02/01/05 25.0000 0003792578 N 01/01/35 0 9629206 286/286 F 198,000.00 ZZ 360 197,027.91 2 6.1250 1203.07 90 5.8750 1203.07 RICHMOND VA 23221 1 10/28/04 04 0003795817 05 12/01/04 25.0000 0003795817 N 11/01/34 0 9629210 286/286 F 97,200.00 ZZ 360 96,912.43 1 6.2500 598.48 90 6.0000 598.48 BLOOMINGTON IL 61704 1 12/10/04 04 0003796924 03 02/01/05 25.0000 0003796924 N 01/01/35 0 9629214 286/286 F 151,050.00 ZZ 360 150,628.04 1 6.3750 942.36 90 6.1250 942.36 HOMESTEAD FL 33035 1 01/04/05 10 0003797351 07 02/01/05 25.0000 0003797351 N 01/01/35 0 9629258 286/286 F 140,850.00 ZZ 360 140,456.53 2 6.3750 878.73 90 6.1250 878.73 LUBBOCK TX 79416 1 01/03/05 11 0003811911 05 02/01/05 25.0000 0003811911 N 01/01/35 0 9631310 956/956 F 131,900.00 ZZ 360 131,464.91 1 5.5000 748.91 74 5.2500 748.91 ADDISON TX 75001 2 12/31/04 00 3214100035 03 02/01/05 0.0000 3214100035 O 01/01/35 0 9631698 956/956 F 128,000.00 ZZ 360 127,505.59 1 5.8750 757.17 80 5.6250 757.17 BOUNTIFUL UT 84010 2 12/30/04 00 2214120001 05 02/01/05 0.0000 2214120001 O 01/01/35 0 9631732 956/956 F 129,000.00 ZZ 360 128,723.56 1 6.2500 794.28 74 6.0000 794.28 NORWALK OH 44857 5 01/11/05 00 3314120066 05 03/01/05 0.0000 3314120066 O 02/01/35 0 9631748 956/956 F 180,000.00 ZZ 360 179,632.06 1 5.8750 1064.77 64 5.6250 1064.77 LAS VEGAS NV 89128 5 01/05/05 00 3714120064 09 03/01/05 0.0000 3714120064 O 02/01/35 0 9631782 956/956 F 140,500.00 ZZ 360 140,212.80 1 5.8750 831.11 76 5.6250 831.11 CARY IL 60013 2 01/07/05 00 4714120062 05 03/01/05 0.0000 4714120062 O 02/01/35 0 9633752 286/286 F 105,000.00 ZZ 360 104,804.97 1 6.3750 655.07 56 6.1250 655.07 LEHIGH ACRES FL 33971 5 01/07/05 00 0003802794 05 03/01/05 0.0000 0003802794 O 02/01/35 0 9633768 286/286 F 118,400.00 ZZ 360 118,157.31 1 6.2500 729.01 80 6.0000 729.01 COLUMBUS OH 43230 1 01/14/05 00 0003807116 05 03/01/05 0.0000 0003807116 O 02/01/35 0 9633816 286/286 F 96,000.00 ZZ 360 95,817.35 1 6.2500 591.09 80 6.0000 591.09 PEORIA IL 61615 1 01/21/05 00 0003817823 05 03/01/05 0.0000 0003817823 O 02/01/35 0 9633876 286/286 F 117,600.00 ZZ 360 117,391.91 2 6.6250 753.01 80 6.3750 753.01 NEW ORLEANS LA 70119 1 01/20/05 00 0003842533 05 03/01/05 0.0000 0003842533 O 02/01/35 0 9634048 286/286 F 101,600.00 ZZ 360 101,406.69 2 6.2500 625.57 80 6.0000 625.57 NORMAN OK 73072 1 01/03/05 00 0003721130 05 03/01/05 0.0000 0003721130 O 02/01/35 0 9634102 286/286 F 119,000.00 ZZ 360 118,778.97 1 6.3750 742.41 70 6.1250 742.41 MONTESANO WA 98563 2 01/06/05 00 0003763610 05 03/01/05 0.0000 0003763610 O 02/01/35 0 9634104 286/286 F 112,000.00 ZZ 360 111,786.89 1 6.2500 689.61 80 6.0000 689.61 LAKEWOOD WA 98498 1 12/27/04 00 0003765619 09 03/01/05 0.0000 0003765619 O 02/01/35 0 9634128 286/286 F 420,000.00 ZZ 360 419,219.93 1 6.3750 2620.25 74 6.1250 2620.25 FORT LAUDERDALFL 33308 2 12/31/04 00 0003775851 05 03/01/05 0.0000 0003775851 O 02/01/35 0 9634138 286/286 F 106,000.00 ZZ 360 105,761.72 1 6.2500 652.67 76 6.0000 652.67 RANSON WV 25438 5 01/07/05 00 0003780180 05 03/01/05 0.0000 0003780180 O 02/01/35 0 9634140 286/286 F 99,900.00 ZZ 360 99,709.91 1 6.2500 615.11 80 6.0000 615.11 DAYTON OH 45414 1 01/18/05 00 0003780419 05 03/01/05 0.0000 0003780419 O 02/01/35 0 9634154 286/286 F 112,000.00 ZZ 360 111,781.72 1 6.1250 680.53 80 5.8750 680.53 ROCKY RIVER OH 44116 1 01/19/05 00 0003785909 05 03/01/05 0.0000 0003785909 O 02/01/35 0 9634158 286/286 F 95,100.00 ZZ 360 94,923.33 1 6.3750 593.31 64 6.1250 593.31 RUTLEDGE GA 30663 5 01/06/05 00 0003786790 05 03/01/05 0.0000 0003786790 O 02/01/35 0 9634174 286/286 F 191,250.00 ZZ 360 190,903.26 1 6.5000 1208.84 72 6.2500 1208.84 SILVER SPRING MD 20905 5 01/13/05 00 0003791921 09 03/01/05 0.0000 0003791921 O 02/01/35 0 9634182 286/286 F 132,000.00 ZZ 360 131,742.75 1 6.1250 802.05 80 5.8750 802.05 BRANSON MO 65616 2 01/05/05 00 0003793648 05 03/01/05 0.0000 0003793648 O 02/01/35 0 9634190 286/286 F 203,400.00 ZZ 360 203,040.09 3 6.6250 1302.40 87 6.3750 1302.40 ELGIN IL 60123 2 01/19/05 11 0003794899 05 03/01/05 25.0000 0003794899 N 02/01/35 0 9635324 286/286 F 99,120.00 ZZ 360 98,822.48 1 6.0000 594.28 80 5.7500 594.28 PEARLAND TX 77584 1 12/17/04 00 0003790678 05 02/01/05 0.0000 0003790678 O 01/01/35 0 9635352 286/286 F 122,320.00 ZZ 360 122,087.26 1 6.2500 753.15 80 6.0000 753.15 MECHANICSBURG OH 43044 1 01/10/05 00 0003798214 05 03/01/05 0.0000 0003798214 O 02/01/35 0 9635356 286/286 F 98,400.00 ZZ 360 97,914.27 1 6.0000 589.96 80 5.7500 589.96 CUYAHOGA FALLSOH 44221 1 01/20/05 00 0003801376 05 03/01/05 0.0000 0003801376 O 02/01/35 0 9635372 286/286 F 108,000.00 ZZ 360 107,789.52 1 6.1250 656.22 80 5.8750 656.22 NORMAL IL 61761 1 01/10/05 00 0003803596 05 03/01/05 0.0000 0003803596 O 02/01/35 0 9635392 286/286 F 163,992.00 ZZ 360 163,694.68 1 6.5000 1036.55 80 6.2500 1036.55 PLANTATION FL 33317 1 01/06/05 00 0003808962 09 03/01/05 0.0000 0003808962 O 02/01/35 0 9635402 286/286 F 115,772.00 ZZ 360 115,533.72 1 6.1250 703.45 80 5.8750 703.45 CONROE TX 77304 1 01/13/05 00 0003811075 03 03/01/05 0.0000 0003811075 O 02/01/35 0 9635410 286/286 F 156,800.00 ZZ 360 156,479.47 1 5.8750 927.54 80 5.6250 927.54 HALETHORPE MD 21227 1 01/18/05 00 0003814087 07 03/01/05 0.0000 0003814087 O 02/01/35 0 9635418 286/286 F 94,400.00 ZZ 360 94,116.65 1 6.0000 565.98 80 5.7500 565.98 AUSTIN TX 78745 1 12/29/04 00 0003815949 05 02/01/05 0.0000 0003815949 O 01/01/35 0 9635420 286/286 F 95,200.00 ZZ 360 95,009.97 1 6.0000 570.78 80 5.7500 570.78 LOUISVILLE KY 40291 1 01/20/05 00 0003817826 05 03/01/05 0.0000 0003817826 O 02/01/35 0 9635438 286/286 F 93,000.00 ZZ 360 92,774.64 1 6.1250 565.08 80 5.8750 565.08 OAKDALE PA 15071 1 01/18/05 00 0003824389 05 03/01/05 0.0000 0003824389 O 02/01/35 0 9635440 286/286 F 99,920.00 ZZ 360 99,729.88 1 6.2500 615.23 80 6.0000 615.23 NORTH EAST MD 21901 1 01/21/05 00 0003824785 05 03/01/05 0.0000 0003824785 O 02/01/35 0 9635456 286/286 F 120,213.00 ZZ 360 119,984.27 1 6.2500 740.18 80 6.0000 740.18 FORT WORTH TX 76248 1 01/21/05 00 0003833608 03 03/01/05 0.0000 0003833608 O 02/01/35 0 9635588 286/286 F 115,000.00 ZZ 360 114,670.93 1 6.2500 708.08 59 6.0000 708.08 MCGREGOR TX 76657 1 12/01/04 00 0003728681 05 02/01/05 0.0000 0003728681 O 01/01/35 0 9635592 286/286 F 100,000.00 ZZ 360 99,720.66 1 6.3750 623.87 80 6.1250 623.87 HOUSTON TX 77034 1 12/08/04 00 0003728729 03 02/01/05 0.0000 0003728729 O 01/01/35 0 9635616 286/286 F 103,872.00 ZZ 360 103,581.84 1 6.3750 648.03 80 6.1250 648.03 HOUSTON TX 77034 1 12/22/04 00 0003741091 05 02/01/05 0.0000 0003741091 O 01/01/35 0 9635636 286/286 F 103,200.00 ZZ 360 102,882.79 1 5.8750 610.47 80 5.6250 610.47 PUEBLO CO 81005 2 12/22/04 00 0003754175 05 02/01/05 0.0000 0003754175 O 01/01/35 0 9635638 286/286 F 123,900.00 ZZ 360 123,482.51 1 6.1250 752.83 80 5.8750 752.83 MCKINNEY TX 75070 1 12/14/04 00 0003754729 07 02/01/05 0.0000 0003754729 O 01/01/35 0 9635648 286/286 F 119,100.00 ZZ 360 118,873.39 1 6.2500 733.32 80 6.0000 733.32 CLARKVILLE TN 37040 1 01/04/05 00 0003758470 05 03/01/05 0.0000 0003758470 O 02/01/35 0 9635674 286/286 F 154,000.00 ZZ 360 153,526.66 1 5.8750 910.97 80 5.6250 910.97 IRVING TX 75063 1 12/14/04 00 0003767930 09 02/01/05 0.0000 0003767930 O 01/01/35 0 9635680 286/286 F 172,000.00 ZZ 360 171,483.73 1 6.0000 1031.23 80 5.7500 1031.23 HOUSTON TX 77057 1 12/14/04 00 0003771855 09 02/01/05 0.0000 0003771855 O 01/01/35 0 9635708 286/286 F 96,000.00 ZZ 360 95,725.31 1 6.2500 591.09 80 6.0000 591.09 PFLUGERVILLE TX 78660 1 12/21/04 00 0003780765 03 02/01/05 0.0000 0003780765 O 01/01/35 0 9635766 Y21/G02 F 406,000.00 ZZ 360 406,000.00 1 5.8750 1987.71 78 5.6250 1987.71 TUCSON AZ 85750 2 01/05/05 00 0438895567 03 03/01/05 0.0000 204922232 O 02/01/35 0 9635768 Y21/G02 F 109,500.00 ZZ 360 109,217.10 1 6.1250 665.33 75 5.8750 665.33 PASADENA TX 77505 1 01/11/05 00 0438894792 03 03/01/05 0.0000 204931738 O 02/01/35 0 9635940 F28/G02 F 142,500.00 ZZ 360 141,864.42 1 6.6250 912.44 95 6.3750 912.44 TROY AL 36081 5 10/18/04 14 0438910556 05 12/01/04 30.0000 2382591 O 11/01/34 0 9635950 F28/G02 F 416,000.00 ZZ 360 415,208.50 1 6.2500 2561.39 80 6.0000 2561.39 OXFORD MA 01540 2 01/05/05 00 0438914749 05 03/01/05 0.0000 2461625 O 02/01/35 0 9636549 286/286 F 144,000.00 ZZ 240 138,874.96 1 6.3750 1063.05 59 6.1250 1063.05 MIAMI FL 33173 5 06/18/04 00 3449400 05 08/01/04 0.0000 3449400 O 07/01/24 0 9643567 E82/G02 F 123,400.00 ZZ 360 122,794.17 1 6.1250 749.79 62 5.8750 749.79 GARDNERVILLE NV 89410 2 10/23/04 00 0401035985 05 12/01/04 0.0000 0401035985 O 11/01/34 0 9646967 E82/G02 F 120,650.00 ZZ 360 120,057.68 1 6.1250 733.08 83 5.8750 733.08 NEW ORLEANS LA 70131 2 10/25/04 04 0401039532 05 12/01/04 12.0000 0401039532 O 11/01/34 0 9650012 Y21/G02 F 111,200.00 ZZ 360 110,983.27 1 6.1250 675.67 80 5.8750 675.67 COLORADO SPRINCO 80911 1 01/27/05 00 0438973786 05 03/01/05 0.0000 204910455 O 02/01/35 0 9650020 Y21/G02 F 168,000.00 ZZ 360 167,656.58 2 5.8750 993.79 80 5.6250 993.79 SAINT LOUIS MO 63110 2 01/11/05 00 0438975385 05 03/01/05 0.0000 204929873 O 02/01/35 0 9650022 Y21/G02 F 386,000.00 ZZ 360 385,633.75 1 6.2500 2376.67 80 6.0000 2376.67 BUFFALO GROVE IL 60089 2 02/04/05 00 0438980534 05 04/01/05 0.0000 204931088 O 03/01/35 0 9650026 Y21/G02 F 359,650.00 ZZ 360 358,914.84 1 5.8750 2127.47 75 5.6250 2127.47 LAKEWOOD WA 98499 2 01/18/05 00 0438979874 05 03/01/05 0.0000 204934974 O 02/01/35 0 9650030 Y21/G02 F 488,000.00 ZZ 360 487,025.95 1 6.0000 2925.81 75 5.7500 2925.81 CASTAIC CA 91384 2 01/07/05 00 0438976714 05 03/01/05 0.0000 204938180 O 02/01/35 0 9650034 Y21/G02 F 111,900.00 ZZ 360 111,681.92 1 6.1250 679.92 80 5.8750 679.92 HILLSBORO OR 97123 1 01/21/05 00 0438976771 09 03/01/05 0.0000 204939968 O 02/01/35 0 9650042 Y21/G02 F 192,000.00 ZZ 360 191,607.52 1 5.8750 1135.76 80 5.6250 1135.76 NILES IL 60714 1 01/24/05 00 0438980260 09 03/01/05 0.0000 204945887 O 02/01/35 0 9650060 Y21/G02 F 162,000.00 ZZ 360 161,723.30 1 7.1250 1091.43 90 6.8750 1091.43 LENEXA KS 66227 5 01/21/05 01 0438986564 05 03/01/05 25.0000 205010482 O 02/01/35 0 9650078 Y21/G02 F 103,875.00 ZZ 360 103,672.56 1 6.1250 631.16 75 5.8750 631.16 GASTONIA NC 28056 1 01/31/05 00 0438975088 05 03/01/05 0.0000 205023002 O 02/01/35 0 9650090 Y21/G02 F 95,900.00 ZZ 360 95,708.58 1 6.0000 574.97 80 5.7500 574.97 LEAGUE CITY TX 77573 1 01/28/05 00 0438975930 05 03/01/05 0.0000 205030220 O 02/01/35 0 9654274 286/286 F 341,000.00 ZZ 360 340,033.62 1 5.3750 1909.51 66 5.1250 1909.51 SHERWOOD OR 97140 1 01/25/05 00 0003431086 05 03/01/05 0.0000 0003431086 O 02/01/35 0 9654276 286/286 F 163,200.00 ZZ 360 162,698.39 1 5.8750 965.39 80 5.6250 965.39 OVERLAND PARK KS 66202 1 01/04/05 00 0003605199 03 02/01/05 0.0000 0003605199 O 01/01/35 0 9654278 286/286 F 101,900.00 T 360 101,706.12 1 6.2500 627.42 80 6.0000 627.42 TAMPA FL 33625 1 01/28/05 00 0003618148 09 03/01/05 0.0000 0003618148 O 02/01/35 0 9654280 286/286 F 349,000.00 ZZ 360 348,652.56 2 6.0000 2092.44 63 5.7500 2092.44 SANTA ANA CA 92706 5 01/31/05 00 0003631639 05 04/01/05 0.0000 0003631639 O 03/01/35 0 9654282 286/286 F 148,500.00 ZZ 360 147,804.94 1 6.3750 926.45 79 6.1250 926.45 BRICK NJ 08724 1 10/15/04 00 0003641865 01 12/01/04 0.0000 0003641865 O 11/01/34 0 9654284 286/286 F 141,000.00 ZZ 360 140,606.12 1 6.3750 879.66 61 6.1250 879.66 SPENCER TN 38585 5 01/03/05 00 0003650558 05 02/01/05 0.0000 0003650558 O 01/01/35 0 9654286 286/286 F 224,000.00 T 360 223,542.12 1 5.8750 1325.05 80 5.6250 1325.05 BLUFFTON SC 29909 1 01/24/05 00 0003679430 05 03/01/05 0.0000 0003679430 O 02/01/35 0 9654288 286/286 F 316,400.00 ZZ 360 316,069.65 1 5.7500 1846.43 80 5.5000 1846.43 FOLSOM CA 95630 1 02/02/05 00 0003686671 09 04/01/05 0.0000 0003686671 O 03/01/35 0 9654290 286/286 F 288,000.00 ZZ 360 286,730.81 1 5.8750 1703.63 80 5.6250 1703.63 DACULA GA 30019 1 11/29/04 00 0003694782 03 01/01/05 0.0000 0003694782 O 12/01/34 0 9654296 286/286 F 205,100.00 ZZ 360 204,700.29 2 6.1250 1246.21 70 5.8750 1246.21 ELIZABETH NJ 07206 2 01/20/05 00 0003705032 05 03/01/05 0.0000 0003705032 O 02/01/35 0 9654300 286/286 F 359,650.00 ZZ 360 358,803.71 1 5.1250 1958.25 57 4.8750 1958.25 WEST CHESTER PA 19382 1 01/31/05 00 0003715029 03 03/01/05 0.0000 0003715029 O 02/01/35 0 9654308 286/286 F 46,350.00 ZZ 360 45,916.96 3 5.7500 270.49 72 5.5000 270.49 KILLEEN TX 76541 2 01/28/05 00 0003733593 05 03/01/05 0.0000 0003733593 N 02/01/35 0 9654310 286/286 F 30,600.00 ZZ 360 30,535.94 2 5.7500 178.58 90 5.5000 178.58 COPPERAS COVE TX 76522 2 01/28/05 12 0003733646 05 03/01/05 25.0000 0003733646 N 02/01/35 0 9654312 286/286 F 36,800.00 ZZ 360 36,722.96 1 5.7500 214.76 88 5.5000 214.76 COPPERAS COVE TX 76522 2 01/28/05 11 0003733651 05 03/01/05 25.0000 0003733651 N 02/01/35 0 9654316 286/286 F 141,900.00 ZZ 360 141,630.00 1 6.2500 873.71 70 6.0000 873.71 VIRGINIA BEACHVA 23452 5 01/28/05 00 0003735365 05 03/01/05 0.0000 0003735365 N 02/01/35 0 9654320 286/286 F 86,000.00 ZZ 360 85,836.37 1 6.2500 529.52 73 6.0000 529.52 VIRGINIA BEACHVA 23452 5 01/28/05 00 0003735377 05 03/01/05 0.0000 0003735377 N 02/01/35 0 9654322 286/286 F 127,000.00 ZZ 360 126,758.35 1 6.2500 781.97 71 6.0000 781.97 VIRGINIA BEACHVA 23452 5 01/28/05 00 0003735383 05 03/01/05 0.0000 0003735383 N 02/01/35 0 9654328 286/286 F 215,320.00 ZZ 360 214,609.70 1 5.5000 1222.57 80 5.2500 1222.57 ROUND ROCK TX 78681 1 12/29/04 00 0003737962 03 02/01/05 0.0000 0003737962 O 01/01/35 0 9654330 286/286 F 224,000.00 ZZ 360 223,587.34 1 6.5000 1415.84 80 6.2500 1415.84 BRENTWOOD NY 11717 5 01/26/05 00 0003742100 05 03/01/05 0.0000 0003742100 O 02/01/35 0 9654336 286/286 F 148,000.00 ZZ 360 147,711.56 1 6.1250 899.27 80 5.8750 899.27 BETHLEHEM PA 18018 1 01/18/05 00 0003746714 05 03/01/05 0.0000 0003746714 O 02/01/35 0 9654340 286/286 F 84,400.00 T 360 84,219.11 1 5.6250 485.86 80 5.3750 485.86 YUMA AZ 85365 1 01/26/05 00 0003747706 05 03/01/05 0.0000 0003747706 O 02/01/35 0 9654342 286/286 F 178,115.00 ZZ 360 177,465.67 1 6.5000 1125.81 95 6.2500 1125.81 MIAMI FL 33027 1 11/22/04 01 0003751027 01 01/01/05 30.0000 0003751027 O 12/01/34 0 9654344 286/286 F 100,000.00 ZZ 360 99,907.38 1 6.3750 623.87 46 6.1250 623.87 EVANSTON IL 60201 5 01/31/05 00 0003752107 01 04/01/05 0.0000 0003752107 O 03/01/35 0 9654352 286/286 F 92,000.00 ZZ 360 91,820.69 1 6.1250 559.01 75 5.8750 559.01 STURGIS SD 57785 5 01/12/05 00 0003754979 05 03/01/05 0.0000 0003754979 O 02/01/35 0 9654360 286/286 F 151,350.00 ZZ 360 151,040.61 1 5.8750 895.30 45 5.6250 895.30 TOMS RIVER NJ 08753 1 01/26/05 00 0003758943 05 03/01/05 0.0000 0003758943 O 02/01/35 0 9654366 286/286 F 354,750.00 ZZ 360 354,007.45 1 5.7500 2070.23 75 5.5000 2070.23 YUBA CITY CA 95993 1 01/03/05 00 0003760774 05 03/01/05 0.0000 0003760774 O 02/01/35 0 9654368 286/286 F 211,250.00 ZZ 240 210,319.67 1 5.8750 1498.27 80 5.6250 1498.27 MARIETTA GA 30062 2 01/21/05 00 0003761050 03 03/01/05 0.0000 0003761050 O 02/01/25 0 9654370 286/286 F 112,800.00 ZZ 360 112,580.16 1 6.1250 685.39 80 5.8750 685.39 ALBUQUERQUE NM 87114 2 01/12/05 00 0003761467 05 03/01/05 0.0000 0003761467 N 02/01/35 0 9654376 286/286 F 97,600.00 ZZ 360 97,418.72 1 6.3750 608.90 66 6.1250 608.90 VIRGINIA BEACHVA 23452 5 01/28/05 00 0003762554 07 03/01/05 0.0000 0003762554 N 02/01/35 0 9654382 286/286 F 95,000.00 ZZ 360 94,618.83 1 6.0000 569.58 65 5.7500 569.58 DAHLONEGA GA 30533 5 11/08/04 00 0003763438 05 01/01/05 0.0000 0003763438 O 12/01/34 0 9654392 286/286 F 228,000.00 ZZ 360 227,347.07 1 6.2500 1403.84 80 6.0000 1403.84 BAILEY CO 80421 2 12/10/04 00 0003771699 05 02/01/05 0.0000 0003771699 O 01/01/35 0 9654394 286/286 F 144,500.00 ZZ 360 144,055.85 1 5.8750 854.78 55 5.6250 854.78 LONG MONT CO 80503 2 12/22/04 00 0003771972 05 02/01/05 0.0000 0003771972 O 01/01/35 0 9654398 286/286 F 136,000.00 ZZ 360 135,601.39 1 6.1250 826.36 54 5.8750 826.36 BROOMFIELD CO 80020 2 12/22/04 00 0003772203 05 02/01/05 0.0000 0003772203 N 01/01/35 0 9654402 286/286 F 205,500.00 ZZ 360 205,066.59 1 6.1250 1248.64 67 5.8750 1248.64 ROCKLAND MA 02370 5 01/26/05 00 0003774233 05 03/01/05 0.0000 0003774233 O 02/01/35 0 9654406 286/286 F 244,700.00 ZZ 360 244,099.31 1 5.8750 1447.50 57 5.6250 1447.50 CANOGA PARK CA 91304 5 01/24/05 00 0003776134 05 03/01/05 0.0000 0003776134 O 02/01/35 0 9654410 286/286 F 71,100.00 ZZ 360 70,906.11 1 6.5000 449.41 90 6.2500 449.41 CROWLEY TX 76036 1 12/22/04 01 0003778026 05 02/01/05 25.0000 0003778026 N 01/01/35 0 9654412 286/286 F 64,500.00 ZZ 360 64,388.61 1 6.7500 418.35 75 6.5000 418.35 HYATTSVILLE MD 20783 5 01/07/05 00 0003778286 01 03/01/05 0.0000 0003778286 N 02/01/35 0 9654414 286/286 F 282,000.00 ZZ 360 281,437.12 1 6.0000 1690.74 93 5.7500 1690.74 BELLINGHAM WA 98226 2 01/19/05 11 0003780276 05 03/01/05 30.0000 0003780276 O 02/01/35 0 9654424 286/286 F 330,700.00 ZZ 360 330,142.74 1 6.8750 2172.47 39 6.6250 2172.47 MOORPARK CA 93021 2 01/07/05 00 0003782090 03 03/01/05 0.0000 0003782090 O 02/01/35 0 9654428 286/286 F 148,000.00 ZZ 360 147,709.17 1 5.7500 863.69 54 5.5000 863.69 DELTA OH 43515 2 02/01/05 00 0003782936 05 04/01/05 0.0000 0003782936 O 03/01/35 0 9654746 286/286 F 99,600.00 ZZ 360 99,498.44 1 5.8750 589.18 80 5.6250 589.18 SAINT LOUIS MO 63139 2 02/01/05 00 0003833513 05 04/01/05 0.0000 0003833513 O 03/01/35 0 9654748 286/286 F 330,000.00 ZZ 360 329,309.25 1 5.7500 1925.80 68 5.5000 1925.80 GARDEN GROVE CA 92843 5 01/18/05 00 0003833670 03 03/01/05 0.0000 0003833670 O 02/01/35 0 9654752 286/286 F 164,000.00 ZZ 360 163,656.72 1 5.7500 957.06 50 5.5000 957.06 LINDON UT 84042 5 01/21/05 00 0003834023 05 03/01/05 0.0000 0003834023 O 02/01/35 0 9654754 286/286 F 68,300.00 ZZ 360 68,179.13 1 6.6250 437.34 78 6.3750 437.34 MESA AZ 85201 2 01/21/05 00 0003834061 01 03/01/05 0.0000 0003834061 O 02/01/35 0 9654756 286/286 F 210,000.00 ZZ 360 209,570.74 1 5.8750 1242.23 61 5.6250 1242.23 HAMPSHIRE IL 60140 5 01/25/05 00 0003834956 05 03/01/05 0.0000 0003834956 O 02/01/35 0 9654758 286/286 F 152,250.00 T 360 151,967.21 1 6.3750 949.85 75 6.1250 949.85 LAS VEGAS NV 89149 5 01/13/05 00 0003834968 01 03/01/05 0.0000 0003834968 O 02/01/35 0 9654770 286/286 F 556,500.00 ZZ 360 555,389.23 3 6.0000 3336.50 69 5.7500 3336.50 LOS ANGELES CA 90066 5 01/25/05 00 0003835344 05 03/01/05 0.0000 0003835344 O 02/01/35 0 9654778 286/286 F 289,750.00 ZZ 360 289,211.83 1 6.3750 1807.67 95 6.1250 1807.67 MIAMI FL 33186 1 01/27/05 01 0003835765 05 03/01/05 30.0000 0003835765 O 02/01/35 0 9654780 286/286 F 71,250.00 ZZ 360 71,107.79 1 6.0000 427.18 75 5.7500 427.18 BAKERSFIELD CA 93301 1 01/24/05 00 0003835776 05 03/01/05 0.0000 0003835776 N 02/01/35 0 9654792 286/286 F 121,500.00 ZZ 360 121,379.04 1 6.0000 728.46 80 5.7500 728.46 WHITESBORO TX 76273 2 02/02/05 00 0003835846 05 04/01/05 0.0000 0003835846 O 03/01/35 0 9654802 286/286 F 66,000.00 ZZ 360 65,877.41 1 6.3750 411.76 66 6.1250 411.76 OLATHE KS 66061 2 01/31/05 00 0003836240 05 03/01/05 0.0000 0003836240 N 02/01/35 0 9654804 286/286 F 60,000.00 ZZ 360 59,888.54 1 6.3750 374.33 69 6.1250 374.33 OLATHE KS 66061 2 01/31/05 00 0003836245 05 03/01/05 0.0000 0003836245 N 02/01/35 0 9654806 286/286 F 321,500.00 ZZ 360 320,794.57 1 5.5000 1825.45 75 5.2500 1825.45 REDMOND WA 98052 5 01/20/05 00 0003836392 05 03/01/05 0.0000 0003836392 O 02/01/35 0 9654808 286/286 F 188,000.00 T 360 187,615.70 1 5.8750 1112.10 80 5.6250 1112.10 WESTMINSTER CO 80021 1 01/28/05 00 0003836943 01 03/01/05 0.0000 0003836943 O 02/01/35 0 9654810 286/286 F 81,500.00 ZZ 360 81,414.90 1 5.7500 475.62 95 5.5000 475.62 WEATHERFORD TX 76086 1 02/04/05 11 0003837902 05 04/01/05 30.0000 0003837902 O 03/01/35 0 9654812 286/286 F 331,920.00 ZZ 360 331,241.51 1 5.8750 1963.44 80 5.6250 1963.44 CHESTER NY 10918 1 02/01/05 00 0003838047 05 03/01/05 0.0000 0003838047 O 02/01/35 0 9654816 286/286 F 691,600.00 ZZ 360 690,434.59 4 6.8750 4543.33 58 6.6250 4543.33 SAN CLEMENTE CA 92672 5 01/25/05 00 0003838517 05 03/01/05 0.0000 0003838517 O 02/01/35 0 9654822 286/286 F 190,800.00 ZZ 360 190,605.46 1 5.8750 1128.66 83 5.6250 1128.66 WESTMINSTER MD 21157 1 02/04/05 11 0003839627 05 04/01/05 12.0000 0003839627 O 03/01/35 0 9654824 286/286 F 80,100.00 ZZ 360 79,943.89 1 6.1250 486.70 90 5.8750 486.70 NORFOLK VA 23508 1 01/26/05 10 0003839833 05 03/01/05 25.0000 0003839833 N 02/01/35 0 9654826 286/286 F 112,500.00 ZZ 360 112,277.21 1 6.1250 683.57 95 5.8750 683.57 NORTH CHARLESTSC 29418 1 01/31/05 12 0003840073 05 03/01/05 30.0000 0003840073 O 02/01/35 0 9654828 286/286 F 189,000.00 ZZ 360 188,585.90 1 6.6250 1210.19 90 6.3750 1210.19 CHICAGO IL 60611 1 01/14/05 14 0003840209 01 03/01/05 30.0000 0003840209 O 02/01/35 0 9654832 286/286 F 169,600.00 ZZ 360 169,284.99 1 6.3750 1058.09 80 6.1250 1058.09 ALEXANDRIA VA 22312 1 01/24/05 00 0003840366 01 03/01/05 0.0000 0003840366 O 02/01/35 0 9654866 286/286 F 359,650.00 ZZ 360 358,544.56 1 5.8750 2127.47 80 5.6250 2127.47 COMMERCE GA 30530 5 12/28/04 00 0003843646 05 02/01/05 0.0000 0003843646 O 01/01/35 0 9654876 286/286 F 141,440.00 ZZ 360 140,445.54 1 5.8750 836.68 80 5.6250 836.68 RICHMOND VA 23235 1 02/01/05 00 0003844317 05 03/01/05 0.0000 0003844317 O 02/01/35 0 9654878 286/286 F 144,800.00 ZZ 360 144,652.37 2 5.8750 856.55 80 5.6250 856.55 OMAHA NE 68134 5 01/27/05 00 0003845647 05 04/01/05 0.0000 0003845647 O 03/01/35 0 9654882 286/286 F 287,000.00 ZZ 360 286,413.33 1 5.8750 1697.72 60 5.6250 1697.72 WHITETHORN CA 95589 5 01/20/05 00 0003845772 05 03/01/05 0.0000 0003845772 O 02/01/35 0 9654886 286/286 F 200,000.00 ZZ 360 199,591.18 1 5.8750 1183.08 64 5.6250 1183.08 STOCKTON CA 95206 5 01/24/05 00 0003845891 05 03/01/05 0.0000 0003845891 O 02/01/35 0 9654888 286/286 F 230,000.00 ZZ 360 229,276.13 1 5.7500 1342.22 70 5.5000 1342.22 PHOENIX AZ 85086 1 12/15/04 00 0003846131 03 02/01/05 0.0000 0003846131 O 01/01/35 0 9654890 286/286 F 216,000.00 ZZ 360 215,526.06 1 5.5000 1226.43 90 5.2500 1226.43 NORTH MIAMI BEFL 33162 1 01/28/05 12 0003846305 05 03/01/05 25.0000 0003846305 O 02/01/35 0 9654892 286/286 F 120,800.00 ZZ 360 120,547.14 1 5.7500 704.96 89 5.5000 704.96 SYRACUSE UT 84075 2 01/28/05 11 0003848300 05 03/01/05 25.0000 0003848300 O 02/01/35 0 9654896 286/286 F 200,000.00 ZZ 360 199,560.45 1 5.8750 1183.08 68 5.6250 1183.08 COMPTON CA 90221 5 01/26/05 00 0003848457 05 03/01/05 0.0000 0003848457 O 02/01/35 0 9654898 286/286 F 209,600.00 T 360 209,181.64 1 6.0000 1256.66 90 5.7500 1256.66 KIHEI HI 96753 1 01/26/05 11 0003848515 01 03/01/05 25.0000 0003848515 O 02/01/35 0 9654900 286/286 F 156,750.00 ZZ 360 156,590.18 1 5.8750 927.24 75 5.6250 927.24 CHINO VALLEY AZ 86323 2 02/02/05 00 0003848565 05 04/01/05 0.0000 0003848565 O 03/01/35 0 9654902 286/286 F 154,124.00 T 360 153,808.95 1 5.8750 911.71 75 5.6250 911.71 HEMET CA 92545 5 01/26/05 00 0003848676 03 03/01/05 0.0000 0003848676 O 02/01/35 0 9654904 286/286 F 83,500.00 ZZ 360 83,420.77 2 6.2500 514.13 80 6.0000 514.13 MOJAVE CA 93501 2 01/26/05 00 0003848785 05 04/01/05 0.0000 0003848785 N 03/01/35 0 9655336 286/286 F 151,600.00 ZZ 360 151,290.10 1 5.8750 896.78 80 5.6250 896.78 MIDLOTHIAN VA 23112 1 01/31/05 00 0003820409 03 03/01/05 0.0000 0003820409 O 02/01/35 0 9655338 286/286 F 97,200.00 ZZ 360 97,077.85 1 6.2500 598.48 80 6.0000 598.48 RANTOUL IL 61866 1 02/04/05 00 0003820412 05 04/01/05 0.0000 0003820412 O 03/01/35 0 9655342 286/286 F 111,920.00 ZZ 360 111,682.93 1 6.0000 671.02 80 5.7500 671.02 AMELIA OH 45102 1 01/28/05 00 0003821021 03 03/01/05 0.0000 0003821021 O 02/01/35 0 9655348 286/286 F 200,000.00 ZZ 360 199,591.18 1 5.8750 1183.08 80 5.6250 1183.08 HOUSTON TX 77095 1 02/04/05 00 0003821668 03 03/01/05 0.0000 0003821668 O 02/01/35 0 9655352 286/286 F 48,600.00 ZZ 360 48,502.85 1 6.0000 291.39 80 5.7500 291.39 PRINCETON TX 75407 1 01/24/05 00 0003822447 05 03/01/05 0.0000 0003822447 O 02/01/35 0 9655354 286/286 F 346,750.00 ZZ 360 346,024.21 1 5.7500 2023.54 80 5.5000 2023.54 AUSTIN TX 78731 1 01/27/05 00 0003822593 01 03/01/05 0.0000 0003822593 O 02/01/35 0 9655358 286/286 F 76,240.00 ZZ 360 76,162.27 1 5.8750 450.99 80 5.6250 450.99 DALLAS TX 75230 1 02/04/05 00 0003824600 01 04/01/05 0.0000 0003824600 O 03/01/35 0 9655360 286/286 F 192,800.00 ZZ 360 192,405.89 1 5.8750 1140.49 80 5.6250 1140.49 LOS ALAMOS NM 87544 1 01/27/05 00 0003824942 05 03/01/05 0.0000 0003824942 O 02/01/35 0 9655366 286/286 F 113,300.00 ZZ 360 113,023.59 1 6.0000 679.30 80 5.7500 679.30 HIRAM GA 30141 1 01/24/05 00 0003828009 03 03/01/05 0.0000 0003828009 O 02/01/35 0 9655368 286/286 F 146,400.00 ZZ 360 146,107.77 1 6.0000 877.75 80 5.7500 877.75 KINGWOOD TX 77345 1 01/24/05 00 0003828074 03 03/01/05 0.0000 0003828074 O 02/01/35 0 9655370 286/286 F 127,920.00 ZZ 360 127,792.65 1 6.0000 766.95 80 5.7500 766.95 BLOOMINGDALE GA 31302 1 02/07/05 00 0003828110 05 04/01/05 0.0000 0003828110 O 03/01/35 0 9655372 286/286 F 147,920.00 ZZ 360 147,278.30 1 6.3750 922.83 80 6.1250 922.83 HARRISON AR 72601 1 01/28/05 00 0003828163 05 03/01/05 0.0000 0003828163 O 02/01/35 0 9655376 286/286 F 68,000.00 ZZ 360 67,873.69 1 6.3750 424.24 80 6.1250 424.24 LUBBOCK TX 79424 1 01/24/05 00 0003830183 05 03/01/05 0.0000 0003830183 O 02/01/35 0 9655378 286/286 F 304,800.00 ZZ 360 304,161.99 1 5.7500 1778.74 80 5.5000 1778.74 ARGYLE TX 76226 1 01/25/05 00 0003830227 05 03/01/05 0.0000 0003830227 O 02/01/35 0 9655380 286/286 F 231,960.00 ZZ 360 231,501.49 1 6.1250 1409.42 80 5.8750 1409.42 MT VERNON WA 98274 1 01/14/05 00 0003830307 03 03/01/05 0.0000 0003830307 O 02/01/35 0 9655396 286/286 F 136,000.00 ZZ 360 135,753.43 1 6.5000 859.62 80 6.2500 859.62 DAVENPORT IA 52806 1 01/24/05 00 0003838285 05 03/01/05 0.0000 0003838285 O 02/01/35 0 9655398 286/286 F 123,900.00 ZZ 360 123,664.25 1 6.2500 762.88 79 6.0000 762.88 MESA AZ 85205 1 01/20/05 00 0003838321 05 03/01/05 0.0000 0003838321 O 02/01/35 0 9655400 286/286 F 350,400.00 ZZ 360 349,700.60 1 6.0000 2100.83 80 5.7500 2100.83 RIVERSIDE CA 92507 1 01/24/05 00 0003838462 05 03/01/05 0.0000 0003838462 O 02/01/35 0 9655402 286/286 F 68,400.00 ZZ 360 68,263.46 1 6.0000 410.10 80 5.7500 410.10 ROUND ROCK TX 78664 1 01/25/05 00 0003838498 03 03/01/05 0.0000 0003838498 O 02/01/35 0 9655404 286/286 F 300,800.00 ZZ 360 300,155.33 1 5.6250 1731.58 80 5.3750 1731.58 SAVANNAH GA 31410 1 02/04/05 00 0003838603 03 03/01/05 0.0000 0003838603 O 02/01/35 0 9655406 286/286 F 185,520.00 ZZ 360 185,085.06 1 5.8750 1097.43 80 5.6250 1097.43 GREENACRES WA 99016 1 01/26/05 00 0003839552 03 03/01/05 0.0000 0003839552 O 02/01/35 0 9655408 286/286 F 175,200.00 ZZ 360 174,661.16 1 6.0000 1050.42 80 5.7500 1050.42 HOUSTON TX 77004 1 01/31/05 00 0003839589 07 03/01/05 0.0000 0003839589 O 02/01/35 0 9655412 286/286 F 148,000.00 ZZ 360 147,690.22 1 5.7500 863.69 80 5.5000 863.69 FT LAUDERDALE FL 33324 1 01/31/05 00 0003840683 01 03/01/05 0.0000 0003840683 O 02/01/35 0 9655414 286/286 F 132,000.00 ZZ 360 131,748.85 1 6.2500 812.75 80 6.0000 812.75 PORTLAND OR 97220 1 01/20/05 00 0003840837 05 03/01/05 0.0000 0003840837 O 02/01/35 0 9655418 286/286 F 112,000.00 ZZ 360 111,765.56 1 5.7500 653.61 80 5.5000 653.61 ALLEN TX 75002 1 01/26/05 00 0003841612 05 03/01/05 0.0000 0003841612 O 02/01/35 0 9655426 286/286 F 151,920.00 ZZ 360 150,792.54 1 5.6250 874.54 80 5.3750 874.54 EAST POINT GA 30344 1 01/24/05 00 0003843399 05 03/01/05 0.0000 0003843399 O 02/01/35 0 9655428 286/286 F 179,124.00 ZZ 360 178,936.98 1 5.7500 1045.32 80 5.5000 1045.32 HOUSTON TX 77008 1 02/03/05 00 0003843435 03 04/01/05 0.0000 0003843435 O 03/01/35 0 9655432 286/286 F 124,000.00 ZZ 360 123,791.04 1 6.8750 814.60 80 6.6250 814.60 NORFOLK VA 23503 1 01/31/05 00 0003844389 05 03/01/05 0.0000 0003844389 O 02/01/35 0 9655434 286/286 F 145,400.00 ZZ 360 145,109.78 1 6.0000 871.75 80 5.7500 871.75 CLARKSON NE 68629 1 01/27/05 00 0003844836 05 03/01/05 0.0000 0003844836 O 02/01/35 0 9655442 286/286 F 70,400.00 ZZ 360 70,256.09 1 5.8750 416.45 80 5.6250 416.45 FORT WAYNE IN 46807 1 01/31/05 00 0003846179 05 03/01/05 0.0000 0003846179 O 02/01/35 0 9655448 286/286 F 136,000.00 ZZ 360 135,874.03 1 6.3750 848.47 80 6.1250 848.47 KANSAS CITY MO 64124 1 02/01/05 00 0003847030 05 04/01/05 0.0000 0003847030 O 03/01/35 0 9655452 286/286 F 42,436.00 T 360 42,351.29 1 6.0000 254.43 80 5.7500 254.43 EDENTON NC 27932 1 02/02/05 00 0003847815 05 03/01/05 0.0000 0003847815 O 02/01/35 0 9655456 286/286 F 118,320.00 ZZ 360 118,078.13 1 5.8750 699.91 80 5.6250 699.91 ADAIRSVILLE GA 30103 1 01/31/05 00 0003848250 03 03/01/05 0.0000 0003848250 O 02/01/35 0 9655462 286/286 F 172,800.00 ZZ 360 172,438.30 1 5.7500 1008.42 80 5.5000 1008.42 BOSSIER CITY LA 71111 1 01/26/05 00 0003849528 05 03/01/05 0.0000 0003849528 O 02/01/35 0 9655464 286/286 F 220,000.00 ZZ 360 219,770.30 1 5.7500 1283.87 80 5.5000 1283.87 BLOOMINGTON IN 47401 1 02/04/05 00 0003850758 05 04/01/05 0.0000 0003850758 O 03/01/35 0 9655466 286/286 F 82,720.00 ZZ 360 82,542.71 1 5.6250 476.19 80 5.3750 476.19 MIAMISBURG OH 45342 1 02/04/05 00 0003851967 05 03/01/05 0.0000 0003851967 O 02/01/35 0 9655470 286/286 F 148,000.00 ZZ 360 147,697.46 1 5.8750 875.48 80 5.6250 875.48 FLOWER MOUND TX 75028 1 01/28/05 00 0003852354 03 03/01/05 0.0000 0003852354 O 02/01/35 0 9655472 286/286 F 262,320.00 ZZ 360 261,582.80 1 5.8750 1551.73 80 5.6250 1551.73 SLIDELL LA 70461 1 01/31/05 00 0003852703 05 03/01/05 0.0000 0003852703 O 02/01/35 0 9655476 286/286 F 132,000.00 ZZ 360 131,665.15 1 5.8750 780.83 80 5.6250 780.83 WAXAHACHIE TX 75165 1 01/28/05 00 0003853239 05 03/01/05 0.0000 0003853239 O 02/01/35 0 9655478 286/286 F 112,800.00 ZZ 360 112,580.16 1 6.1250 685.39 80 5.8750 685.39 INDIANAPOLIS IN 46208 1 02/03/05 00 0003853317 05 03/01/05 0.0000 0003853317 O 02/01/35 0 9655482 286/286 F 103,200.00 ZZ 360 103,094.78 1 5.8750 610.47 80 5.6250 610.47 FLOWER MOUND TX 75028 1 02/04/05 00 0003855618 05 04/01/05 0.0000 0003855618 O 03/01/35 0 9655486 286/286 F 66,800.00 ZZ 360 66,649.94 1 5.3750 374.07 80 5.1250 374.07 DALLAS TX 75234 1 01/31/05 00 0003861541 01 03/01/05 0.0000 0003861541 O 02/01/35 0 9655494 286/286 F 102,400.00 ZZ 360 102,302.83 1 6.2500 630.50 80 6.0000 630.50 ROCHESTER WA 98579 1 02/02/05 00 0003867478 05 04/01/05 0.0000 0003867478 O 03/01/35 0 9655496 286/286 F 76,000.00 ZZ 360 75,849.15 1 6.0000 455.66 80 5.7500 455.66 ESSEX MD 21221 1 02/01/05 00 0003868058 05 04/01/05 0.0000 0003868058 O 03/01/35 0 9655498 286/286 F 59,200.00 ZZ 360 59,145.16 1 6.3750 369.34 80 6.1250 369.34 HURST TX 76053 1 02/07/05 00 0003869950 05 04/01/05 0.0000 0003869950 O 03/01/35 0 9655590 286/286 F 151,200.00 ZZ 360 150,912.31 2 6.2500 930.97 90 6.0000 930.97 KENTWOOD MI 49508 1 01/31/05 10 0003377134 05 03/01/05 25.0000 0003377134 N 02/01/35 0 9655594 286/286 F 52,800.00 ZZ 360 52,692.06 1 5.8750 312.34 80 5.6250 312.34 RICHMOND VA 23234 2 01/24/05 00 0003392121 07 03/01/05 0.0000 0003392121 N 02/01/35 0 9655598 286/286 F 147,550.00 T 360 147,282.50 1 6.5000 932.62 80 6.2500 932.62 BEAVERTON OR 97007 1 01/19/05 00 0003597808 01 03/01/05 0.0000 0003597808 O 02/01/35 0 9655602 286/286 F 83,200.00 ZZ 360 83,044.02 1 6.3750 519.06 80 6.1250 519.06 KINGMAN AZ 86401 1 01/14/05 00 0003623956 05 03/01/05 0.0000 0003623956 O 02/01/35 0 9655610 286/286 F 213,325.00 ZZ 360 212,928.77 1 6.3750 1330.88 50 6.1250 1330.88 OAKLAND CA 94619 2 01/30/05 00 0003626583 05 03/01/05 0.0000 0003626583 N 02/01/35 0 9655612 286/286 F 200,000.00 ZZ 360 199,253.12 3 6.3750 1247.74 80 6.1250 1247.74 WINSTED CT 06098 5 11/29/04 00 0003645332 05 01/01/05 0.0000 0003645332 N 12/01/34 0 9655614 286/286 F 487,900.00 ZZ 360 487,077.85 1 6.8750 3205.16 85 6.6250 3205.16 TROY VA 22974 1 01/12/05 04 0003654421 05 03/01/05 12.0000 0003654421 O 02/01/35 0 9655616 286/286 F 180,000.00 ZZ 360 179,349.06 1 6.0000 1079.20 78 5.7500 1079.20 MANCHESTER NH 03102 1 01/26/05 00 0003657242 05 03/01/05 0.0000 0003657242 O 02/01/35 0 9655620 286/286 F 185,600.00 ZZ 360 184,639.96 1 6.5000 1173.12 80 6.2500 1173.12 ONTARIO OR 97914 5 11/16/04 00 0003659841 05 01/01/05 0.0000 0003659841 O 12/01/34 0 9655624 286/286 F 167,000.00 ZZ 360 166,704.51 1 6.6250 1069.32 60 6.3750 1069.32 RANCHO CORDOVACA 95670 5 01/25/05 00 0003665323 05 03/01/05 0.0000 0003665323 N 02/01/35 0 9655632 286/286 F 317,000.00 ZZ 350 316,328.06 1 6.0000 1920.13 79 5.7500 1920.13 OAKLEY CA 94561 5 01/19/05 00 0003695212 05 03/01/05 0.0000 0003695212 O 04/01/34 0 9655638 286/286 F 40,000.00 ZZ 360 39,854.17 1 6.5000 252.83 80 6.2500 252.83 FT WAYNE IN 46807 5 11/01/04 00 0003704971 05 01/01/05 0.0000 0003704971 O 12/01/34 0 9655648 286/286 F 112,000.00 ZZ 360 111,796.95 1 6.5000 707.92 80 6.2500 707.92 COROLLA NC 27927 1 01/28/05 00 0003729571 01 03/01/05 0.0000 0003729571 N 02/01/35 0 9655650 286/286 F 96,300.00 ZZ 360 96,116.77 1 6.2500 592.94 90 6.0000 592.94 PARIS ME 04281 1 02/04/05 11 0003731318 05 03/01/05 25.0000 0003731318 O 02/01/35 0 9655654 286/286 F 650,000.00 ZZ 360 649,347.33 1 6.2500 4002.17 79 6.0000 4002.17 INTERLAKEN NJ 07712 1 02/07/05 00 0003736087 05 04/01/05 0.0000 0003736087 O 03/01/35 0 9655664 286/286 F 168,000.00 ZZ 360 167,680.35 1 6.2500 1034.41 80 6.0000 1034.41 ORLANDO FL 32819 2 01/21/05 00 0003750092 03 03/01/05 0.0000 0003750092 O 02/01/35 0 9655668 286/286 F 174,000.00 ZZ 360 173,660.89 3 6.1250 1057.25 79 5.8750 1057.25 HARTFORD CT 06105 5 01/20/05 00 0003758755 05 03/01/05 0.0000 0003758755 O 02/01/35 0 9655670 286/286 F 206,400.00 ZZ 360 206,025.81 1 6.5000 1304.59 80 6.2500 1304.59 YUMA AZ 85364 5 01/18/05 00 0003762604 05 03/01/05 0.0000 0003762604 N 02/01/35 0 9655672 286/286 F 351,200.00 ZZ 360 350,498.99 1 6.0000 2105.63 80 5.7500 2105.63 RICHMOND TX 77469 1 01/28/05 00 0003763821 03 03/01/05 0.0000 0003763821 O 02/01/35 0 9655674 286/286 F 117,062.00 ZZ 360 116,744.09 1 6.7500 759.27 85 6.5000 759.27 MIAMI FL 33135 1 12/28/04 11 0003764568 01 02/01/05 20.0000 0003764568 N 01/01/35 0 9655676 286/286 F 237,000.00 ZZ 360 236,600.62 1 6.8750 1556.93 70 6.6250 1556.93 MOUNT JOY PA 17552 5 01/21/05 00 0003765690 05 03/01/05 0.0000 0003765690 O 02/01/35 0 9655678 286/286 F 157,500.00 ZZ 360 157,214.46 3 6.5000 995.51 90 6.2500 995.51 CRYSTAL CT 06010 1 01/05/05 11 0003768156 05 03/01/05 25.0000 0003768156 N 02/01/35 0 9655686 286/286 F 158,000.00 ZZ 360 157,692.07 1 6.1250 960.03 70 5.8750 960.03 HOLLYWOOD FL 33024 5 01/31/05 00 0003787977 05 03/01/05 0.0000 0003787977 N 02/01/35 0 9655694 286/286 F 257,400.00 ZZ 360 256,886.22 1 6.0000 1543.25 80 5.7500 1543.25 FREDERICKSBURGVA 22407 2 01/27/05 00 0003792208 03 03/01/05 0.0000 0003792208 O 02/01/35 0 9655696 286/286 F 112,500.00 ZZ 360 112,332.49 2 7.5000 786.62 90 7.2500 786.62 WILMINGTON DE 19805 2 01/27/05 11 0003792384 05 03/01/05 25.0000 0003792384 N 02/01/35 0 9655700 286/286 F 85,500.00 ZZ 360 84,045.32 1 7.5000 597.83 90 7.2500 597.83 WILMINGTON DE 19805 2 01/27/05 14 0003792391 05 03/01/05 25.0000 0003792391 N 02/01/35 0 9655712 286/286 F 328,000.00 ZZ 360 327,329.53 1 5.8750 1940.25 80 5.6250 1940.25 AUSTIN TX 78704 2 01/21/05 00 0003796331 05 03/01/05 0.0000 0003796331 O 02/01/35 0 9655730 286/286 F 300,000.00 ZZ 360 299,429.20 2 6.2500 1847.16 72 6.0000 1847.16 MANCHESTER NH 03104 5 01/24/05 00 0003798930 05 03/01/05 0.0000 0003798930 N 02/01/35 0 9655734 286/286 F 131,250.00 ZZ 360 131,011.98 1 6.5000 829.59 75 6.2500 829.59 MEDINA OH 44256 5 01/31/05 00 0003799090 05 03/01/05 0.0000 0003799090 N 02/01/35 0 9655736 286/286 F 149,400.00 ZZ 360 149,142.01 4 6.7500 969.01 90 6.5000 969.01 JACKSONVILLE FL 32209 1 01/24/05 10 0003799280 05 03/01/05 25.0000 0003799280 N 02/01/35 0 9655742 286/286 F 216,000.00 ZZ 360 215,589.03 1 6.2500 1329.95 78 6.0000 1329.95 DERWOOD MD 20855 5 01/21/05 00 0003803444 09 03/01/05 0.0000 0003803444 O 02/01/35 0 9655750 286/286 F 75,600.00 ZZ 360 75,459.58 4 6.3750 471.65 90 6.1250 471.65 FORT SMITH AR 72904 1 01/26/05 14 0003805613 05 03/01/05 25.0000 0003805613 N 02/01/35 0 9655780 286/286 F 129,600.00 ZZ 360 129,359.28 3 6.3750 808.54 80 6.1250 808.54 PALMYRA PA 17078 1 01/31/05 00 0003814080 05 03/01/05 0.0000 0003814080 N 02/01/35 0 9655782 286/286 F 90,550.00 ZZ 360 90,385.83 1 6.5000 572.34 80 6.2500 572.34 ANNA TX 75409 1 01/19/05 00 0003814762 03 03/01/05 0.0000 0003814762 O 02/01/35 0 9655784 286/286 F 68,000.00 ZZ 360 67,888.83 1 7.1250 458.13 80 6.8750 458.13 PORTLAND OR 97206 1 01/25/05 00 0003815214 05 03/01/05 0.0000 0003815214 O 02/01/35 0 9655786 286/286 F 72,000.00 ZZ 360 71,866.27 1 6.3750 449.19 80 6.1250 449.19 CHARLOTTE NC 28215 2 01/28/05 00 0003815315 05 03/01/05 0.0000 0003815315 N 02/01/35 0 9655788 286/286 F 157,000.00 ZZ 360 156,652.70 1 6.2500 966.68 70 6.0000 966.68 SEAFORD DE 19973 1 01/28/05 00 0003815742 05 03/01/05 0.0000 0003815742 O 02/01/35 0 9655790 286/286 F 104,400.00 ZZ 360 104,188.92 1 6.1250 634.35 80 5.8750 634.35 NAMPA ID 83651 1 01/27/05 00 0003815819 05 03/01/05 0.0000 0003815819 O 02/01/35 0 9655794 286/286 F 34,000.00 ZZ 360 33,916.74 1 6.3750 212.12 58 6.1250 212.12 HOUGHTON LAKE MI 48629 5 01/21/05 00 0003816632 05 03/01/05 0.0000 0003816632 O 02/01/35 0 9655798 286/286 F 114,800.00 ZZ 360 114,586.77 3 6.3750 716.21 80 6.1250 716.21 ROANOKE VA 24016 1 01/31/05 00 0003818521 05 03/01/05 0.0000 0003818521 N 02/01/35 0 9655802 286/286 F 47,250.00 ZZ 360 47,170.38 3 6.8750 310.40 75 6.6250 310.40 ALBANY GA 31701 5 01/28/05 00 0003820971 05 03/01/05 0.0000 0003820971 N 02/01/35 0 9655808 286/286 F 16,000.00 ZZ 360 15,971.69 1 6.6250 102.45 80 6.3750 102.45 ST LOUIS MO 63115 1 01/28/05 00 0003821398 05 03/01/05 0.0000 0003821398 N 02/01/35 0 9655812 286/286 F 196,000.00 ZZ 360 195,635.96 4 6.3750 1222.79 80 6.1250 1222.79 TREMONTON UT 84337 1 01/20/05 00 0003821937 05 03/01/05 0.0000 0003821937 N 02/01/35 0 9655814 286/286 F 109,900.00 ZZ 360 109,690.89 1 6.2500 676.68 87 6.0000 676.68 CHAMBERBURG PA 17201 1 01/31/05 10 0003822065 05 03/01/05 25.0000 0003822065 O 02/01/35 0 9655820 286/286 F 112,000.00 ZZ 360 111,806.60 1 6.7500 726.43 70 6.5000 726.43 LANCASTER CA 93536 5 01/14/05 00 0003823632 01 03/01/05 0.0000 0003823632 N 02/01/35 0 9655830 286/286 F 192,000.00 ZZ 360 191,616.76 1 6.0000 1151.14 80 5.7500 1151.14 SWITZERLAND FL 32259 1 01/27/05 00 0003825950 05 03/01/05 0.0000 0003825950 O 02/01/35 0 9655834 286/286 F 321,600.00 ZZ 360 321,132.98 1 7.6250 2276.27 80 7.3750 2276.27 WALKERSVILLE MD 21793 5 01/24/05 00 0003827557 05 03/01/05 0.0000 0003827557 O 02/01/35 0 9655838 286/286 F 30,000.00 ZZ 240 29,946.65 1 7.6250 243.98 51 7.3750 243.98 HOBBS NM 88240 5 02/04/05 00 0003828098 05 04/01/05 0.0000 0003828098 O 03/01/25 0 9655840 286/286 F 400,000.00 ZZ 360 399,342.33 1 7.0000 2661.21 69 6.7500 2661.21 SOUTH HAVEN MN 55382 1 01/26/05 00 0003828518 05 03/01/05 0.0000 0003828518 N 02/01/35 0 9655850 286/286 F 107,200.00 ZZ 360 106,996.03 2 6.2500 660.05 80 6.0000 660.05 AUSTIN TX 78744 1 01/26/05 00 0003830604 05 03/01/05 0.0000 0003830604 N 02/01/35 0 9655852 286/286 F 102,400.00 ZZ 360 102,243.66 1 7.3750 707.26 80 7.1250 707.26 WILLISTON ND 58801 5 01/19/05 00 0003830730 05 03/01/05 0.0000 0003830730 O 02/01/35 0 9655858 286/286 F 120,000.00 ZZ 360 119,816.80 1 7.3750 828.82 52 7.1250 828.82 PARADISE CA 95969 5 01/25/05 00 0003831011 05 03/01/05 0.0000 0003831011 N 02/01/35 0 9655860 286/286 F 182,000.00 ZZ 360 181,653.72 1 6.2500 1120.61 80 6.0000 1120.61 FREDERICKSBURGVA 22407 1 01/31/05 00 0003832931 05 03/01/05 0.0000 0003832931 O 02/01/35 0 9655874 286/286 F 128,000.00 ZZ 360 127,905.00 1 7.5000 895.00 80 7.2500 895.00 INDIANAPOLIS IN 46256 5 02/02/05 00 0003834610 05 04/01/05 0.0000 0003834610 O 03/01/35 0 9655878 286/286 F 107,200.00 ZZ 360 106,996.03 2 6.2500 660.05 80 6.0000 660.05 AUSTIN TX 78744 1 01/26/05 00 0003834919 05 03/01/05 0.0000 0003834919 N 02/01/35 0 9655882 286/286 F 291,200.00 ZZ 360 290,697.15 1 6.7500 1888.72 80 6.5000 1888.72 DALLAS TX 75230 1 01/20/05 00 0003835040 05 03/01/05 0.0000 0003835040 N 02/01/35 0 9655884 286/286 F 96,690.00 ZZ 360 96,414.43 1 6.5000 611.15 77 6.2500 611.15 MINNEAPOLIS MN 55406 1 01/28/05 00 0003835794 01 03/01/05 0.0000 0003835794 O 02/01/35 0 9655888 286/286 F 84,000.00 ZZ 360 83,843.97 1 6.3750 524.06 80 6.1250 524.06 VIRGINIA BEACHVA 23451 1 01/31/05 00 0003837020 01 03/01/05 0.0000 0003837020 N 02/01/35 0 9655896 286/286 F 385,000.00 ZZ 360 384,302.01 1 6.5000 2433.47 72 6.2500 2433.47 HAGERSTOWN MD 21742 5 01/26/05 00 0003837620 05 03/01/05 0.0000 0003837620 O 02/01/35 0 9655898 286/286 F 228,000.00 T 360 227,586.64 1 6.5000 1441.12 70 6.2500 1441.12 OAKLAND MD 21550 5 01/26/05 00 0003837625 05 03/01/05 0.0000 0003837625 O 02/01/35 0 9655912 286/286 F 145,500.00 ZZ 360 145,355.15 1 6.0000 872.35 80 5.7500 872.35 TOLONO IL 61880 1 02/04/05 00 0003839422 05 04/01/05 0.0000 0003839422 O 03/01/35 0 9655914 286/286 F 56,250.00 ZZ 360 56,164.12 1 7.3750 388.51 75 7.1250 388.51 PORTALES NM 88130 5 01/25/05 00 0003840421 05 03/01/05 0.0000 0003840421 N 02/01/35 0 9655918 286/286 F 72,000.00 ZZ 360 71,934.91 1 6.5000 455.09 80 6.2500 455.09 JOHNSTOWN OH 43031 2 01/27/05 00 0003840829 05 04/01/05 0.0000 0003840829 O 03/01/35 0 9655920 286/286 F 170,000.00 ZZ 360 169,676.56 1 6.2500 1046.72 46 6.0000 1046.72 SANTA MARIA CA 93458 5 01/19/05 00 0003841008 05 03/01/05 0.0000 0003841008 O 02/01/35 0 9655922 286/286 F 399,800.00 ZZ 360 399,393.71 1 6.0000 2397.01 85 5.7500 2397.01 NORTH HOLLYWOOCA 91605 5 01/27/05 10 0003841571 05 04/01/05 12.0000 0003841571 O 03/01/35 0 9655924 286/286 F 54,000.00 ZZ 360 53,813.38 1 7.1250 363.81 75 6.8750 363.81 GRAND ISLAND NE 68803 5 01/28/05 00 0003841646 05 03/01/05 0.0000 0003841646 N 02/01/35 0 9655932 286/286 F 109,000.00 ZZ 360 108,891.48 1 6.0000 653.52 76 5.7500 653.52 ROCHESTER WA 98579 2 02/02/05 00 0003844003 05 04/01/05 0.0000 0003844003 O 03/01/35 0 9655934 286/286 F 105,600.00 ZZ 360 105,394.20 4 6.1250 641.64 80 5.8750 641.64 HUNTSVILLE AL 35816 1 01/31/05 00 0003844055 05 03/01/05 0.0000 0003844055 N 02/01/35 0 9655936 286/286 F 105,600.00 ZZ 360 105,394.20 4 6.1250 641.64 80 5.8750 641.64 HUNTSVILLE AL 35816 1 01/31/05 00 0003844057 05 03/01/05 0.0000 0003844057 N 02/01/35 0 9655938 286/286 F 86,275.00 ZZ 360 86,197.00 1 6.5000 545.32 85 6.2500 545.32 EDMOND OK 73003 5 02/04/05 11 0003844301 05 04/01/05 12.0000 0003844301 O 03/01/35 0 9655946 286/286 F 23,332.00 ZZ 360 23,294.55 1 7.1250 157.20 80 6.8750 157.20 DALLAS TX 75243 1 02/04/05 00 0003845560 01 03/01/05 0.0000 0003845560 N 02/01/35 0 9655948 286/286 F 98,000.00 ZZ 360 97,809.01 1 6.1250 595.46 80 5.8750 595.46 SPRING TX 77388 1 01/28/05 00 0003845887 03 03/01/05 0.0000 0003845887 N 02/01/35 0 9655968 286/286 F 132,000.00 ZZ 360 131,830.00 2 6.0000 791.41 80 5.7500 791.41 HELLERTOWN PA 18055 1 02/04/05 00 0003849199 05 04/01/05 0.0000 0003849199 N 03/01/35 0 9655970 286/286 F 37,400.00 ZZ 360 37,336.96 1 6.8750 245.70 85 6.6250 245.70 CANTON OH 44710 1 01/28/05 10 0003849855 05 03/01/05 20.0000 0003849855 N 02/01/35 0 9655972 286/286 F 63,750.00 ZZ 360 63,647.73 1 7.1250 429.50 85 6.8750 429.50 OLATHE KS 66061 1 01/25/05 10 0003850377 05 03/01/05 20.0000 0003850377 N 02/01/35 0 9655974 286/286 F 63,750.00 ZZ 360 63,647.73 1 7.1250 429.50 85 6.8750 429.50 OLATHE KS 66061 1 01/25/05 10 0003850379 05 03/01/05 20.0000 0003850379 N 02/01/35 0 9655980 286/286 F 182,000.00 ZZ 360 181,670.03 3 6.5000 1150.37 80 6.2500 1150.37 BALTIMORE MD 21218 1 02/04/05 00 0003851852 05 03/01/05 0.0000 0003851852 N 02/01/35 0 9655982 286/286 F 88,400.00 ZZ 360 88,235.80 1 6.3750 551.51 80 6.1250 551.51 TUCSON AZ 85713 1 01/27/05 00 0003852747 05 03/01/05 0.0000 0003852747 N 02/01/35 0 9655990 286/286 F 145,000.00 ZZ 360 144,855.65 1 6.0000 869.35 68 5.7500 869.35 NORTH LAUDERDAFL 33068 5 02/04/05 00 0003859601 05 04/01/05 0.0000 0003859601 O 03/01/35 0 9655998 286/286 F 77,400.00 ZZ 360 77,272.73 3 7.0000 514.95 87 6.7500 514.95 BALTIMORE MD 21218 1 02/04/05 11 0003861161 05 03/01/05 25.0000 0003861161 N 02/01/35 0 9656014 286/286 F 45,000.00 ZZ 360 44,963.11 1 7.0000 299.39 90 6.7500 299.39 SOUTH BEND IN 46619 1 02/03/05 11 0003874669 05 04/01/05 25.0000 0003874669 N 03/01/35 0 9656091 624/G02 F 125,000.00 ZZ 360 124,414.93 1 6.3750 779.84 57 6.1250 779.84 WEST HAVEN CT 06516 5 10/07/04 00 0438595969 05 12/01/04 0.0000 1000065137 O 11/01/34 0 9656102 286/286 F 333,700.00 ZZ 360 332,599.18 1 5.5000 1894.72 47 5.2500 1894.72 HOLLYWOOD SC 29449 2 12/21/04 00 0003784979 05 02/01/05 0.0000 0003784979 O 01/01/35 0 9656116 286/286 F 158,000.00 T 360 157,354.76 1 6.3750 985.72 89 6.1250 985.72 FREEPORT TX 77541 1 12/17/04 01 0003787793 05 02/01/05 25.0000 0003787793 O 01/01/35 0 9656124 286/286 F 173,600.00 ZZ 360 173,269.70 2 6.2500 1068.89 80 6.0000 1068.89 CHICAGO IL 60636 2 01/28/05 00 0003789354 05 03/01/05 0.0000 0003789354 N 02/01/35 0 9656126 286/286 F 152,000.00 ZZ 360 151,629.59 2 6.2500 935.90 74 6.0000 935.90 CHICAGO IL 60621 2 01/28/05 00 0003789372 05 03/01/05 0.0000 0003789372 N 02/01/35 0 9656128 286/286 F 210,000.00 ZZ 360 209,520.49 1 5.8750 1242.23 88 5.6250 1242.23 VERGENNES VT 05491 2 01/19/05 11 0003789633 05 03/01/05 25.0000 0003789633 O 02/01/35 0 9656134 286/286 F 326,250.00 ZZ 360 325,464.25 1 5.8750 1929.90 75 5.6250 1929.90 MONROE GA 30656 2 01/24/05 00 0003792490 05 03/01/05 0.0000 0003792490 O 02/01/35 0 9656138 286/286 F 157,000.00 ZZ 360 156,506.95 1 5.8750 928.72 45 5.6250 928.72 HAYMARKET VA 20169 2 01/10/05 00 0003793505 05 03/01/05 0.0000 0003793505 O 02/01/35 0 9656142 286/286 F 200,000.00 T 360 199,591.18 1 5.8750 1183.08 48 5.6250 1183.08 EL PORTAL FL 33150 1 01/26/05 00 0003795513 05 03/01/05 0.0000 0003795513 O 02/01/35 0 9656146 286/286 F 193,500.00 ZZ 360 192,946.30 1 6.2500 1191.42 75 6.0000 1191.42 PEMBROKE PINESFL 33024 5 12/21/04 00 0003795889 05 02/01/05 0.0000 0003795889 O 01/01/35 0 9656158 286/286 F 300,000.00 ZZ 360 299,357.06 1 5.6250 1726.97 66 5.3750 1726.97 ANGELS CAMP CA 95222 5 01/19/05 00 0003799577 05 03/01/05 0.0000 0003799577 O 02/01/35 0 9656160 286/286 F 237,500.00 ZZ 360 236,769.98 1 5.8750 1404.91 95 5.6250 1404.91 THE WOODLANDS TX 77382 1 12/21/04 10 0003800398 03 02/01/05 30.0000 0003800398 O 01/01/35 0 9656166 286/286 F 140,200.00 T 336 139,711.08 1 6.0000 862.41 69 5.7500 862.41 CROSSHILL SC 29332 2 01/19/05 00 0003801187 05 03/01/05 0.0000 0003801187 O 02/01/33 0 9656172 286/286 F 300,000.00 ZZ 360 299,386.76 1 5.8750 1774.62 80 5.6250 1774.62 PUEBLO CO 81005 2 01/24/05 00 0003802161 05 03/01/05 0.0000 0003802161 O 02/01/35 0 9656174 286/286 F 73,800.00 ZZ 360 72,658.53 1 6.0000 442.47 90 5.7500 442.47 JACKSONVILLE FL 32211 1 12/03/04 10 0003802805 05 01/01/05 25.0000 0003802805 O 12/01/34 0 9656176 286/286 F 153,000.00 ZZ 360 152,687.24 1 5.8750 905.06 77 5.6250 905.06 DOUGLASVILLE GA 30134 2 01/18/05 00 0003802870 05 03/01/05 0.0000 0003802870 N 02/01/35 0 9656182 286/286 F 255,200.00 ZZ 360 254,678.34 1 5.8750 1509.61 80 5.6250 1509.61 VINTON VA 24179 5 01/31/05 00 0003803768 05 03/01/05 0.0000 0003803768 O 02/01/35 0 9656184 286/286 F 340,000.00 ZZ 360 339,305.01 1 5.8750 2011.23 85 5.6250 2011.23 ASHBURN VA 20148 1 01/05/05 14 0003804526 03 03/01/05 12.0000 0003804526 O 02/01/35 0 9656190 286/286 F 219,450.00 ZZ 360 218,990.64 1 5.7500 1280.66 95 5.5000 1280.66 TELLURIDE CO 81435 1 01/11/05 01 0003805480 01 03/01/05 30.0000 0003805480 O 02/01/35 0 9656194 286/286 F 193,950.00 ZZ 360 193,225.70 1 6.3750 1210.00 90 6.1250 1210.00 PASADENA MD 21122 1 12/03/04 10 0003806122 01 01/01/05 25.0000 0003806122 O 12/01/34 0 9656202 286/286 F 180,000.00 ZZ 360 179,632.06 1 5.8750 1064.77 23 5.6250 1064.77 SUNNYVALE CA 94086 5 01/05/05 00 0003808172 03 03/01/05 0.0000 0003808172 O 02/01/35 0 9656208 286/286 F 324,000.00 ZZ 360 322,668.92 1 5.8750 1916.59 59 5.6250 1916.59 SANTA ANA CA 92703 2 11/30/04 00 0003809134 05 01/01/05 0.0000 0003809134 O 12/01/34 0 9656212 286/286 F 300,000.00 ZZ 360 299,386.76 1 5.8750 1774.62 52 5.6250 1774.62 LOS ANGELES CA 90064 5 01/13/05 00 0003809333 01 03/01/05 0.0000 0003809333 O 02/01/35 0 9656218 286/286 F 165,000.00 ZZ 360 164,489.83 1 5.8750 976.04 80 5.6250 976.04 SALT LAKE CITYUT 84124 2 12/27/04 00 0003810584 05 02/01/05 0.0000 0003810584 O 01/01/35 0 9656222 286/286 F 300,000.00 ZZ 360 299,429.20 2 6.2500 1847.16 75 6.0000 1847.16 CANNON BEACH OR 97110 5 01/06/05 00 0003811731 05 03/01/05 0.0000 0003811731 N 02/01/35 0 9656224 286/286 F 162,000.00 ZZ 360 161,676.63 1 6.0000 971.28 70 5.7500 971.28 RALEIGH NC 27612 1 01/06/05 00 0003811860 07 03/01/05 0.0000 0003811860 O 02/01/35 0 9656228 286/286 F 359,650.00 ZZ 360 358,914.84 1 5.8750 2127.47 71 5.6250 2127.47 SAN DIEGO CA 92126 1 01/21/05 00 0003812042 05 03/01/05 0.0000 0003812042 O 02/01/35 0 9656230 286/286 F 222,000.00 ZZ 360 221,768.21 2 5.7500 1295.54 42 5.5000 1295.54 PASADENA CA 91101 5 01/31/05 00 0003812137 05 04/01/05 0.0000 0003812137 O 03/01/35 0 9656232 286/286 F 144,800.00 ZZ 360 144,510.98 1 6.0000 868.15 80 5.7500 868.15 AUSTIN TX 78728 2 01/14/05 00 0003812235 03 03/01/05 0.0000 0003812235 O 02/01/35 0 9656234 286/286 F 333,000.00 ZZ 360 332,302.99 1 5.7500 1943.30 43 5.5000 1943.30 BEND OR 97701 2 01/20/05 00 0003813179 03 03/01/05 0.0000 0003813179 O 02/01/35 0 9656236 286/286 F 105,000.00 ZZ 360 104,784.96 1 5.8750 621.12 47 5.6250 621.12 MONMOUTH BEACHNJ 07750 5 01/28/05 00 0003813260 01 03/01/05 0.0000 0003813260 O 02/01/35 0 9656248 286/286 F 165,300.00 ZZ 360 164,808.17 1 5.3750 925.64 95 5.1250 925.64 WHEELING IL 60090 1 01/07/05 12 0003816004 01 03/01/05 30.0000 0003816004 O 02/01/35 0 9656252 286/286 F 91,800.00 ZZ 360 91,720.96 1 6.7500 595.42 90 6.5000 595.42 CASA GRANDE AZ 85222 1 02/01/05 11 0003816976 03 04/01/05 25.0000 0003816976 N 03/01/35 0 9656260 286/286 F 120,000.00 ZZ 360 119,754.70 1 5.8750 709.85 80 5.6250 709.85 CLEARWATER FL 33765 1 01/14/05 00 0003817821 05 03/01/05 0.0000 0003817821 O 02/01/35 0 9656262 286/286 F 308,655.00 ZZ 360 308,121.99 1 6.7500 2001.94 95 6.5000 2001.94 BETHESDA MD 20815 1 01/06/05 11 0003818016 01 03/01/05 30.0000 0003818016 O 02/01/35 0 9656264 286/286 F 300,000.00 ZZ 360 299,386.38 1 5.8750 1774.62 58 5.6250 1774.62 MIAMI FL 33138 5 01/26/05 00 0003818562 05 03/01/05 0.0000 0003818562 O 02/01/35 0 9656266 286/286 F 96,250.00 ZZ 360 95,974.59 1 6.2500 592.63 70 6.0000 592.63 CLEARLAKE OAKSCA 95423 5 12/08/04 00 0003818722 05 02/01/05 0.0000 0003818722 N 01/01/35 0 9656268 286/286 F 175,750.00 ZZ 360 175,407.49 1 6.1250 1067.88 95 5.8750 1067.88 FALLS CHURCH VA 22044 1 01/26/05 01 0003818943 06 03/01/05 30.0000 0003818943 O 02/01/35 0 9656284 286/286 F 36,000.00 ZZ 360 35,934.72 2 6.5000 227.55 80 6.2500 227.55 LACKAWANNA NY 14218 1 01/20/05 00 0003820721 05 03/01/05 0.0000 0003820721 N 02/01/35 0 9656290 286/286 F 187,500.00 ZZ 360 187,125.75 1 6.0000 1124.16 75 5.7500 1124.16 AUMSVILLE OR 97325 5 01/19/05 00 0003821212 05 03/01/05 0.0000 0003821212 O 02/01/35 0 9656292 286/286 F 336,500.00 ZZ 360 335,932.96 1 6.8750 2210.57 53 6.6250 2210.57 MILLBRAE CA 94030 2 01/26/05 00 0003821247 05 03/01/05 0.0000 0003821247 O 02/01/35 0 9656296 286/286 F 355,000.00 ZZ 360 354,274.35 1 5.8750 2099.96 56 5.6250 2099.96 THOUSAND OAKS CA 91360 5 01/18/05 00 0003821517 05 03/01/05 0.0000 0003821517 O 02/01/35 0 9656298 286/286 F 357,300.00 ZZ 360 356,569.64 1 5.8750 2113.57 62 5.6250 2113.57 ANAHEIM CA 92808 2 01/26/05 00 0003821614 03 03/01/05 0.0000 0003821614 O 02/01/35 0 9656300 286/286 F 206,050.00 ZZ 360 205,667.29 1 6.3750 1285.49 95 6.1250 1285.49 SPANISH FORK UT 84660 2 01/26/05 11 0003821860 05 03/01/05 30.0000 0003821860 O 02/01/35 0 9656304 286/286 F 106,000.00 ZZ 360 105,798.30 1 6.2500 652.67 80 6.0000 652.67 KANSAS CITY MO 64110 1 01/20/05 00 0003822335 05 03/01/05 0.0000 0003822335 O 02/01/35 0 9656306 286/286 F 119,000.00 ZZ 360 118,750.90 1 5.7500 694.46 75 5.5000 694.46 PORTSMOUTH VA 23703 1 01/21/05 00 0003822428 05 03/01/05 0.0000 0003822428 O 02/01/35 0 9656308 286/286 F 71,000.00 ZZ 360 70,606.83 2 6.3750 442.95 74 6.1250 442.95 SYRACUSE NY 13210 2 01/28/05 00 0003822716 05 03/01/05 0.0000 0003822716 N 02/01/35 0 9656310 286/286 F 71,000.00 ZZ 360 70,656.12 1 6.3750 442.95 74 6.1250 442.95 SYRACUSE NY 13210 2 01/28/05 00 0003822719 05 03/01/05 0.0000 0003822719 N 02/01/35 0 9656312 286/286 F 188,000.00 ZZ 360 187,394.20 2 5.6250 1082.24 80 5.3750 1082.24 ABINGTON PA 19001 1 12/29/04 00 0003823056 05 02/01/05 0.0000 0003823056 O 01/01/35 0 9656314 286/286 F 354,150.00 ZZ 360 353,492.22 1 6.3750 2209.44 74 6.1250 2209.44 MIDWAY CITY CA 92655 2 01/11/05 00 0003823071 05 03/01/05 0.0000 0003823071 N 02/01/35 0 9656322 286/286 F 144,000.00 ZZ 360 143,705.64 2 5.8750 851.82 90 5.6250 851.82 AUSTIN TX 78758 1 01/26/05 14 0003823341 05 03/01/05 25.0000 0003823341 N 02/01/35 0 9656324 286/286 F 121,600.00 ZZ 360 121,368.62 1 6.2500 748.72 95 6.0000 748.72 KANSAS CITY MO 64152 1 01/04/05 04 0003823373 05 03/01/05 30.0000 0003823373 O 02/01/35 0 9656326 286/286 F 130,500.00 ZZ 360 130,230.00 1 5.8750 771.96 77 5.6250 771.96 PHOENIX AZ 85032 2 01/12/05 00 0003823386 05 03/01/05 0.0000 0003823386 O 02/01/35 0 9656330 286/286 F 194,500.00 ZZ 360 194,102.41 1 5.8750 1150.55 66 5.6250 1150.55 PORT SAINT LUCFL 34953 5 01/21/05 00 0003824466 05 03/01/05 0.0000 0003824466 O 02/01/35 0 9656332 286/286 F 162,000.00 ZZ 360 161,652.80 1 5.6250 932.57 45 5.3750 932.57 PLACENTIA CA 92870 1 01/25/05 00 0003824468 01 03/01/05 0.0000 0003824468 N 02/01/35 0 9656340 286/286 F 166,500.00 ZZ 360 166,167.65 1 6.0000 998.26 90 5.7500 998.26 MISSOURI CITY TX 77459 1 01/19/05 14 0003824991 03 03/01/05 25.0000 0003824991 O 02/01/35 0 9656342 286/286 F 333,000.00 ZZ 360 332,438.86 1 6.8750 2187.58 60 6.6250 2187.58 SAN DIMAS CA 91773 2 01/10/05 00 0003825088 05 03/01/05 0.0000 0003825088 O 02/01/35 0 9656346 286/286 F 169,750.00 ZZ 360 169,403.01 1 5.8750 1004.14 68 5.6250 1004.14 AUSTIN TX 78759 2 01/13/05 00 0003826211 05 03/01/05 0.0000 0003826211 O 02/01/35 0 9656348 286/286 F 110,000.00 ZZ 360 109,775.13 1 5.8750 650.70 68 5.6250 650.70 CELINA TX 75009 1 02/03/05 00 0003826394 05 03/01/05 0.0000 0003826394 O 02/01/35 0 9656352 286/286 F 184,500.00 ZZ 360 184,189.09 1 6.8750 1212.04 90 6.6250 1212.04 SURPRISE AZ 85374 1 01/19/05 10 0003826462 03 03/01/05 25.0000 0003826462 N 02/01/35 0 9656356 286/286 F 359,000.00 ZZ 360 358,283.43 1 6.0000 2152.39 70 5.7500 2152.39 CHULA VISTA CA 91910 1 01/18/05 00 0003826513 05 03/01/05 0.0000 0003826513 O 02/01/35 0 9656358 286/286 F 155,000.00 ZZ 360 154,705.08 1 6.2500 954.37 70 6.0000 954.37 PARADISE CA 95969 5 01/21/05 00 0003826565 05 03/01/05 0.0000 0003826565 N 02/01/35 0 9656360 286/286 F 117,600.00 T 360 117,359.61 1 5.8750 695.65 80 5.6250 695.65 PALM SPRINGS CA 92262 1 01/28/05 00 0003826777 01 03/01/05 0.0000 0003826777 O 02/01/35 0 9656362 286/286 F 148,800.00 ZZ 360 148,516.88 1 6.2500 916.19 80 6.0000 916.19 PALM BAY FL 32907 1 01/31/05 00 0003826795 05 03/01/05 0.0000 0003826795 O 02/01/35 0 9656364 286/286 F 535,000.00 ZZ 360 534,492.37 1 6.2500 3294.09 80 6.0000 3294.09 KIHEI HI 96753 5 01/27/05 00 0003826815 05 04/01/05 0.0000 0003826815 O 03/01/35 0 9656374 286/286 F 190,000.00 ZZ 360 189,611.61 1 5.8750 1123.93 68 5.6250 1123.93 HESPERIA CA 92345 5 01/21/05 00 0003828228 05 03/01/05 0.0000 0003828228 N 02/01/35 0 9656376 286/286 F 175,000.00 ZZ 360 174,825.78 1 6.0000 1049.22 74 5.7500 1049.22 BAKERSFIELD CA 93312 5 01/28/05 00 0003828254 05 04/01/05 0.0000 0003828254 N 03/01/35 0 9656392 286/286 F 175,200.00 ZZ 360 174,841.87 1 5.8750 1036.38 80 5.6250 1036.38 ANOKA MN 55303 1 01/28/05 00 0003830235 05 03/01/05 0.0000 0003830235 O 02/01/35 0 9656398 286/286 F 84,000.00 ZZ 360 83,840.16 1 6.2500 517.21 51 6.0000 517.21 STOCKTON CA 95206 1 01/20/05 00 0003830899 05 03/01/05 0.0000 0003830899 N 02/01/35 0 9656406 286/286 F 270,000.00 ZZ 360 269,486.29 4 6.2500 1662.44 46 6.0000 1662.44 LOS ANGELES CA 90008 5 01/26/05 00 0003832746 05 03/01/05 0.0000 0003832746 O 02/01/35 0 9656416 286/286 F 81,500.00 ZZ 360 81,164.76 1 6.3750 508.46 80 6.1250 508.46 MEMPHIS TN 38134 1 01/26/05 00 0003849994 05 03/01/05 0.0000 0003849994 O 02/01/35 0 9656418 286/286 F 49,410.00 ZZ 360 49,367.45 1 6.7500 320.48 90 6.5000 320.48 HAMILTON OH 45015 1 02/04/05 11 0003850508 05 04/01/05 25.0000 0003850508 N 03/01/35 0 9656420 286/286 F 226,000.00 ZZ 360 225,790.68 1 6.3750 1409.95 55 6.1250 1409.95 EAST WINDSOR TNJ 08520 5 02/01/05 00 0003850529 05 04/01/05 0.0000 0003850529 O 03/01/35 0 9656422 286/286 F 169,200.00 T 360 168,806.58 1 6.7500 1097.43 90 6.5000 1097.43 NORTH MIAMI BEFL 33160 1 02/01/05 11 0003850725 08 03/01/05 30.0000 0003850725 O 02/01/35 0 9656424 286/286 F 225,000.00 ZZ 360 224,517.79 1 5.6250 1295.23 75 5.3750 1295.23 MORENO VALLEY CA 92551 5 01/24/05 00 0003850840 05 03/01/05 0.0000 0003850840 O 02/01/35 0 9656426 286/286 F 205,000.00 ZZ 360 204,580.95 1 5.8750 1212.66 45 5.6250 1212.66 HALEIWA HI 96712 5 01/27/05 00 0003850894 05 03/01/05 0.0000 0003850894 N 02/01/35 0 9656428 286/286 F 134,425.00 ZZ 360 134,181.30 1 6.5000 849.66 95 6.2500 849.66 ISLAND LAKE IL 60042 2 01/26/05 11 0003850906 09 03/01/05 30.0000 0003850906 O 02/01/35 0 9656430 286/286 F 107,200.00 ZZ 360 106,991.08 1 6.1250 651.36 80 5.8750 651.36 HEMET CA 92545 1 01/24/05 00 0003850951 05 03/01/05 0.0000 0003850951 N 02/01/35 0 9656432 286/286 F 77,900.00 ZZ 360 77,734.75 1 6.5000 492.39 95 6.2500 492.39 ALBUQUERQUE NM 87102 1 01/21/05 01 0003851115 05 03/01/05 30.0000 0003851115 O 02/01/35 0 9656438 286/286 F 691,600.00 ZZ 360 690,284.13 4 6.2500 4258.31 75 6.0000 4258.31 WESTMINSTER CA 92683 1 01/24/05 00 0003852457 05 03/01/05 0.0000 0003852457 N 02/01/35 0 9656442 286/286 F 157,000.00 ZZ 360 156,647.74 1 6.1250 953.95 63 5.8750 953.95 MEDORA IN 47260 5 01/25/05 00 0003852581 05 03/01/05 0.0000 0003852581 O 02/01/35 0 9656450 286/286 F 230,000.00 ZZ 360 229,765.50 1 5.8750 1360.54 53 5.6250 1360.54 HINGHAM MA 02043 5 02/02/05 00 0003852816 05 04/01/05 0.0000 0003852816 O 03/01/35 0 9656456 286/286 F 209,925.00 ZZ 360 209,495.89 1 5.8750 1241.79 75 5.6250 1241.79 ALEXANDRIA VA 22302 1 01/24/05 00 0003854776 01 03/01/05 0.0000 0003854776 N 02/01/35 0 9656458 286/286 F 320,000.00 ZZ 360 319,044.74 1 6.2500 1970.30 80 6.0000 1970.30 DEER PARK NY 11729 1 12/30/04 00 0003854903 05 02/01/05 0.0000 0003854903 O 01/01/35 0 9656460 286/286 F 228,000.00 ZZ 360 227,299.20 1 5.8750 1348.71 80 5.6250 1348.71 DAVIE FL 33314 1 12/30/04 00 0003854907 05 02/01/05 0.0000 0003854907 O 01/01/35 0 9656476 286/286 F 67,000.00 ZZ 360 66,821.68 1 6.6250 429.01 75 6.3750 429.01 KANSAS CITY MO 64132 2 12/20/04 00 0003855153 05 02/01/05 0.0000 0003855153 N 01/01/35 0 9656488 286/286 F 234,000.00 ZZ 360 233,554.78 1 6.2500 1440.78 90 6.0000 1440.78 SEATTLE WA 98118 1 01/27/05 11 0003855249 05 03/01/05 25.0000 0003855249 O 02/01/35 0 9656490 286/286 F 200,000.00 ZZ 360 199,561.17 1 5.5000 1135.58 32 5.2500 1135.58 ASHLAND OR 97520 5 01/25/05 00 0003855622 05 03/01/05 0.0000 0003855622 O 02/01/35 0 9656492 286/286 F 184,000.00 ZZ 360 183,623.07 1 5.8750 1088.43 80 5.6250 1088.43 BIRMINGHAM AL 35244 1 01/27/05 00 0003856131 03 03/01/05 0.0000 0003856131 O 02/01/35 0 9656494 286/286 F 208,000.00 ZZ 360 207,584.82 1 6.0000 1247.07 60 5.7500 1247.07 PINCKNEY MI 48169 5 01/31/05 00 0003856356 05 03/01/05 0.0000 0003856356 O 02/01/35 0 9656498 286/286 F 71,250.00 ZZ 360 71,120.83 1 6.5000 450.35 75 6.2500 450.35 ALBUQUERQUE NM 87106 5 01/28/05 00 0003856455 05 03/01/05 0.0000 0003856455 N 02/01/35 0 9656502 286/286 F 172,500.00 ZZ 360 171,969.77 1 5.8750 1020.41 69 5.6250 1020.41 BAKERSFIELD CA 93312 5 12/21/04 00 0003857809 05 02/01/05 0.0000 0003857809 O 01/01/35 0 9656512 286/286 F 168,000.00 ZZ 360 167,631.38 2 5.5000 953.89 80 5.2500 953.89 COLUMBIA SC 29205 1 02/01/05 00 0003858107 05 03/01/05 0.0000 0003858107 O 02/01/35 0 9656526 286/286 F 71,250.00 ZZ 360 71,185.59 1 6.5000 450.35 75 6.2500 450.35 ELWOOD IN 46036 2 02/03/05 00 0003861977 05 04/01/05 0.0000 0003861977 N 03/01/35 0 9656528 286/286 F 194,750.00 ZZ 360 194,379.46 1 6.2500 1199.11 95 6.0000 1199.11 HIGHLAND CA 92346 1 01/25/05 01 0003862262 05 03/01/05 25.0000 0003862262 O 02/01/35 0 9656530 286/286 F 200,000.00 ZZ 360 199,561.17 1 5.5000 1135.58 80 5.2500 1135.58 THORNTON CO 80241 1 01/28/05 00 0003862408 05 03/01/05 0.0000 0003862408 O 02/01/35 0 9656532 286/286 F 138,500.00 ZZ 360 138,216.89 1 5.8750 819.28 64 5.6250 819.28 BEAVERTON OR 97007 1 01/28/05 00 0003862468 05 03/01/05 0.0000 0003862468 N 02/01/35 0 9656534 286/286 F 215,000.00 ZZ 360 214,780.79 1 5.8750 1271.81 58 5.6250 1271.81 WADDELL AZ 85355 5 02/01/05 00 0003862649 03 04/01/05 0.0000 0003862649 O 03/01/35 0 9656544 286/286 F 72,000.00 ZZ 360 71,939.51 1 6.8750 472.99 90 6.6250 472.99 RICHARDSON TX 75080 1 02/03/05 11 0003875283 05 04/01/05 25.0000 0003875283 N 03/01/35 0 9656664 286/286 F 224,500.00 ZZ 360 223,809.94 1 5.8750 1328.01 80 5.6250 1328.01 SAN ANTONIO TX 78260 1 12/29/04 00 0003287121 03 02/01/05 0.0000 0003287121 O 01/01/35 0 9656674 286/286 F 148,920.00 ZZ 360 148,636.65 1 6.2500 916.93 80 6.0000 916.93 CARY NC 27519 1 01/31/05 00 0003661285 03 03/01/05 0.0000 0003661285 O 02/01/35 0 9656676 286/286 F 118,797.00 ZZ 360 118,448.80 1 6.1250 721.83 80 5.8750 721.83 PROVIDENCE VILTX 76227 1 12/10/04 00 0003677480 03 02/01/05 0.0000 0003677480 O 01/01/35 0 9656680 286/286 F 111,200.00 ZZ 360 110,794.61 1 6.5000 702.86 80 6.2500 702.86 COLONIAL BEACHVA 22443 1 11/19/04 00 0003730784 05 01/01/05 0.0000 0003730784 O 12/01/34 0 9656684 286/286 F 95,964.00 ZZ 360 95,689.40 1 6.2500 590.87 80 6.0000 590.87 SPRING TX 77373 1 12/17/04 00 0003738039 03 02/01/05 0.0000 0003738039 O 01/01/35 0 9656688 286/286 F 206,000.00 ZZ 360 204,375.98 1 5.8750 1218.57 80 5.6250 1218.57 DOVER DE 19904 1 01/05/05 00 0003754830 05 03/01/05 0.0000 0003754830 O 02/01/35 0 9656690 286/286 F 160,000.00 ZZ 360 159,496.44 1 5.7500 933.72 80 5.5000 933.72 DALLAS TX 75244 1 12/17/04 00 0003760378 05 02/01/05 0.0000 0003760378 O 01/01/35 0 9656692 286/286 F 93,200.00 ZZ 360 92,919.55 1 6.3750 581.45 80 6.1250 581.45 BRYAN TX 77807 1 12/17/04 00 0003765081 03 02/01/05 0.0000 0003765081 O 01/01/35 0 9656694 286/286 F 82,900.00 ZZ 360 82,639.07 1 5.7500 483.79 77 5.5000 483.79 DENVER CO 80205 1 12/03/04 00 0003767180 05 02/01/05 0.0000 0003767180 O 01/01/35 0 9656700 286/286 F 130,192.00 ZZ 360 129,801.22 1 6.0000 780.57 80 5.7500 780.57 SACHSE TX 75048 1 12/17/04 00 0003769323 03 02/01/05 0.0000 0003769323 O 01/01/35 0 9656702 286/286 F 107,900.00 ZZ 360 107,576.12 1 6.0000 646.92 80 5.7500 646.92 IRVING TX 75063 1 12/10/04 00 0003771750 05 02/01/05 0.0000 0003771750 O 01/01/35 0 9656706 286/286 F 90,000.00 ZZ 360 89,762.57 1 6.0000 539.60 80 5.7500 539.60 KELLER TX 76248 1 01/18/05 00 0003772923 05 03/01/05 0.0000 0003772923 O 02/01/35 0 9656710 286/286 F 133,200.00 ZZ 360 97,020.02 1 6.2500 820.14 80 6.0000 820.14 BLOOMSBURG PA 17815 1 01/28/05 00 0003777069 05 03/01/05 0.0000 0003777069 O 02/01/35 0 9656716 286/286 F 232,000.00 ZZ 360 231,474.37 1 5.5000 1317.28 80 5.2500 1317.28 CITRUS HEIGHTSCA 95610 1 01/20/05 00 0003779317 05 03/01/05 0.0000 0003779317 O 02/01/35 0 9656722 286/286 F 217,220.00 ZZ 360 216,775.98 1 5.8750 1284.94 80 5.6250 1284.94 CARROLLTON TX 75007 1 01/07/05 00 0003783924 03 03/01/05 0.0000 0003783924 O 02/01/35 0 9656724 286/286 F 158,800.00 ZZ 360 158,311.90 1 5.8750 939.37 80 5.6250 939.37 MAPLETON UT 84664 1 12/10/04 00 0003784045 05 02/01/05 0.0000 0003784045 O 01/01/35 0 9656728 286/286 F 126,176.00 ZZ 360 125,814.96 1 6.2500 776.89 80 6.0000 776.89 ROCKWALL TX 75087 1 12/23/04 00 0003787104 05 02/01/05 0.0000 0003787104 O 01/01/35 0 9656730 286/286 F 133,950.00 ZZ 360 133,707.15 1 6.5000 846.66 79 6.2500 846.66 LAVON TX 75166 1 01/12/05 00 0003787750 05 03/01/05 0.0000 0003787750 O 02/01/35 0 9656732 286/286 F 84,800.00 ZZ 360 84,624.68 1 5.8750 501.63 80 5.6250 501.63 FORT WORTH TX 76116 1 01/05/05 00 0003787802 05 03/01/05 0.0000 0003787802 O 02/01/35 0 9656736 286/286 F 104,000.00 ZZ 360 103,811.43 1 6.5000 657.36 80 6.2500 657.36 DAYTON OH 45402 1 01/31/05 00 0003792788 05 03/01/05 0.0000 0003792788 O 02/01/35 0 9656738 286/286 F 166,400.00 ZZ 360 166,217.86 1 5.5000 944.81 80 5.2500 944.81 COLLEGE STATIOTX 77845 1 02/02/05 00 0003793451 03 04/01/05 0.0000 0003793451 O 03/01/35 0 9656740 286/286 F 123,428.00 ZZ 360 123,001.40 1 5.2500 681.58 80 5.0000 681.58 SAN ANTONIO TX 78254 1 12/31/04 00 0003793453 03 02/01/05 0.0000 0003793453 O 01/01/35 0 9656744 286/286 F 141,000.00 ZZ 360 140,704.87 1 5.7500 822.84 72 5.5000 822.84 DURHAM NC 27713 2 01/21/05 00 0003795393 05 03/01/05 0.0000 0003795393 O 02/01/35 0 9656746 286/286 F 138,000.00 ZZ 360 137,575.26 1 5.8750 816.33 80 5.6250 816.33 HOUSTON TX 77009 1 12/29/04 00 0003795985 05 02/01/05 0.0000 0003795985 O 01/01/35 0 9656748 286/286 F 112,400.00 ZZ 360 112,170.24 1 5.8750 664.89 80 5.6250 664.89 SAN ANTONIO TX 78209 1 01/14/05 00 0003796015 05 03/01/05 0.0000 0003796015 O 02/01/35 0 9656750 286/286 F 80,800.00 ZZ 360 80,579.65 1 6.5000 510.72 80 6.2500 510.72 HURST TX 76053 1 12/30/04 00 0003796244 05 02/01/05 0.0000 0003796244 O 01/01/35 0 9656752 286/286 F 174,150.00 ZZ 360 173,614.71 1 5.8750 1030.17 80 5.6250 1030.17 SPRING TX 77386 1 12/23/04 00 0003796545 03 02/01/05 0.0000 0003796545 O 01/01/35 0 9656754 286/286 F 95,972.00 ZZ 360 95,569.95 1 5.2500 529.97 80 5.0000 529.97 SPRING TX 77373 1 12/22/04 00 0003796553 03 02/01/05 0.0000 0003796553 O 01/01/35 0 9656756 286/286 F 132,800.00 ZZ 360 132,541.18 1 6.1250 806.91 80 5.8750 806.91 CHANDLER AZ 85226 1 01/28/05 00 0003797348 03 03/01/05 0.0000 0003797348 O 02/01/35 0 9656758 286/286 F 136,800.00 ZZ 360 136,359.19 1 5.6250 787.50 80 5.3750 787.50 BOISE ID 83702 1 12/21/04 00 0003797499 05 02/01/05 0.0000 0003797499 O 01/01/35 0 9656760 286/286 F 99,600.00 ZZ 360 99,293.85 1 5.8750 589.18 80 5.6250 589.18 KINGWOOD TX 77339 1 12/21/04 00 0003797730 03 02/01/05 0.0000 0003797730 O 01/01/35 0 9656762 286/286 F 310,000.00 ZZ 360 309,366.33 1 5.8750 1833.77 76 5.6250 1833.77 SEVERN MD 21144 1 01/26/05 00 0003798018 03 03/01/05 0.0000 0003798018 O 02/01/35 0 9656764 286/286 F 244,000.00 ZZ 360 243,489.28 1 5.7500 1423.92 80 5.5000 1423.92 WASHINGTON DC 20009 1 02/04/05 00 0003798375 01 03/01/05 0.0000 0003798375 O 02/01/35 0 9656766 286/286 F 127,160.00 ZZ 360 126,918.05 1 6.2500 782.95 80 6.0000 782.95 POWHATAN VA 23139 1 01/24/05 00 0003798401 05 03/01/05 0.0000 0003798401 O 02/01/35 0 9656770 286/286 F 122,416.00 ZZ 360 122,039.73 1 5.8750 724.14 80 5.6250 724.14 RED OAK TX 75154 1 12/10/04 00 0003799755 05 02/01/05 0.0000 0003799755 O 01/01/35 0 9656774 286/286 F 96,000.00 ZZ 360 95,825.95 1 6.5000 606.79 80 6.2500 606.79 DAYTON OH 45424 5 01/28/05 00 0003802681 05 03/01/05 0.0000 0003802681 O 02/01/35 0 9656782 286/286 F 122,400.00 ZZ 360 122,058.08 1 6.3750 763.62 80 6.1250 763.62 SAN ANTONIO TX 78259 1 12/01/04 00 0003804792 03 02/01/05 0.0000 0003804792 O 01/01/35 0 9656784 286/286 F 77,600.00 ZZ 360 77,440.79 1 5.8750 459.04 80 5.6250 459.04 CALLERY PA 16024 1 01/20/05 00 0003806111 05 03/01/05 0.0000 0003806111 O 02/01/35 0 9656790 286/286 F 146,800.00 ZZ 360 146,348.79 1 5.8750 868.38 80 5.6250 868.38 MAUMELLE AR 72113 1 12/30/04 00 0003807464 05 02/01/05 0.0000 0003807464 O 01/01/35 0 9656796 286/286 F 153,000.00 ZZ 360 152,721.17 1 6.5000 967.07 80 6.2500 967.07 WARRINGTON PA 18976 1 01/14/05 00 0003808943 01 03/01/05 0.0000 0003808943 O 02/01/35 0 9656798 286/286 F 107,800.00 ZZ 360 107,594.89 1 6.2500 663.75 80 6.0000 663.75 WEST SALEM OH 44287 1 01/25/05 00 0003809946 05 03/01/05 0.0000 0003809946 O 02/01/35 0 9656804 286/286 F 244,000.00 ZZ 360 243,501.23 1 5.8750 1443.36 80 5.6250 1443.36 MIDDLETOWN DE 19709 1 01/28/05 00 0003811494 03 03/01/05 0.0000 0003811494 O 02/01/35 0 9656806 286/286 F 122,320.00 ZZ 360 122,063.96 1 5.7500 713.83 80 5.5000 713.83 GREELEY CO 80634 1 01/12/05 00 0003811612 03 03/01/05 0.0000 0003811612 O 02/01/35 0 9656812 286/286 F 224,000.00 ZZ 360 223,563.45 1 6.1250 1361.05 80 5.8750 1361.05 FALLS CHURCH VA 22043 1 01/24/05 00 0003813743 01 03/01/05 0.0000 0003813743 O 02/01/35 0 9656822 286/286 F 98,400.00 ZZ 360 98,208.23 1 6.1250 597.89 80 5.8750 597.89 BLUE SPRINGS MO 64014 1 01/27/05 00 0003817686 03 03/01/05 0.0000 0003817686 O 02/01/35 0 9656824 286/286 F 137,811.20 ZZ 360 137,567.65 1 6.7500 893.85 80 6.5000 893.85 CANTON GA 30115 1 02/03/05 00 0003819223 03 03/01/05 0.0000 0003819223 O 02/01/35 0 9656826 286/286 F 182,950.00 ZZ 360 182,763.47 1 5.8750 1082.22 80 5.6250 1082.22 ARVADA CO 80005 1 02/07/05 00 0003819681 01 04/01/05 0.0000 0003819681 O 03/01/35 0 9656828 286/286 F 100,000.00 ZZ 360 99,805.10 1 6.1250 607.62 80 5.8750 607.62 PHILADELPHIA PA 19148 1 01/27/05 00 0003820140 07 03/01/05 0.0000 0003820140 O 02/01/35 0 9657671 E22/G02 F 110,000.00 ZZ 360 109,459.95 1 6.1250 668.37 18 5.8750 668.37 BERKELEY CA 94707 5 10/26/04 00 0422037002 05 12/01/04 0.0000 0422037002 O 11/01/34 0 9657915 E82/G02 F 120,000.00 ZZ 360 119,416.15 1 6.3750 748.64 69 6.1250 748.64 WOODSTOCK GA 30188 5 11/02/04 00 0401028832 05 01/01/05 0.0000 0401028832 O 12/01/34 0 9660401 P34/G02 F 220,000.00 ZZ 360 218,994.76 2 6.5000 1390.55 80 6.2500 1390.55 PROVIDENCE RI 02907 5 10/25/04 00 0438604043 05 12/01/04 0.0000 62928 O 11/01/34 0 9660973 E22/G02 F 232,500.00 ZZ 360 231,651.41 3 6.5000 1469.56 74 6.2500 1469.56 SPOKANE WA 99201 5 11/01/04 00 0422241430 05 01/01/05 0.0000 0422241430 O 12/01/34 0 9661248 R68/G02 F 130,000.00 ZZ 360 129,876.65 1 6.2500 800.43 65 6.0000 800.43 NORTH LAUDERDAFL 33068 5 02/22/05 00 0438999468 05 04/01/05 0.0000 20050547 O 03/01/35 0 9661998 X78/G02 F 115,200.00 ZZ 360 115,088.03 1 6.1250 699.97 77 5.8750 699.97 GREENSOBO NC 27409 1 02/28/05 00 0438997934 05 04/01/05 0.0000 991273 O 03/01/35 0 9663055 477/G02 F 126,800.00 ZZ 360 126,177.47 1 6.1250 770.45 42 5.8750 770.45 RANCHO CUCAMONCA 91701 5 10/25/04 00 0438612111 09 12/01/04 0.0000 250896 O 11/01/34 0 9663231 E22/G02 F 115,000.00 ZZ 360 114,560.13 1 6.2500 708.07 71 6.0000 708.07 SANDPOINT ID 83864 5 11/02/04 00 0422292441 05 01/01/05 0.0000 0422292441 O 12/01/34 0 9663309 E22/G02 F 118,400.00 ZZ 360 117,910.46 1 6.2500 729.01 80 6.0000 729.01 WEST PALM BEACFL 33404 5 11/03/04 00 0422346007 05 01/01/05 0.0000 0422346007 O 12/01/34 0 9668056 956/956 F 445,000.00 ZZ 360 444,524.27 1 5.6250 2561.67 79 5.3750 2561.67 CONCORD CA 94521 2 02/08/05 00 215020014 05 04/01/05 0.0000 215020014 O 03/01/35 0 9668060 956/956 F 291,000.00 ZZ 360 290,351.39 1 5.6250 1675.16 52 5.3750 1675.16 EL CAJON CA 92020 5 01/24/05 00 315010008 05 03/01/05 0.0000 315010008 O 02/01/35 0 9668062 956/956 F 193,000.00 ZZ 360 192,605.49 1 5.8750 1141.67 75 5.6250 1141.67 POLLOCK PINES CA 95726 2 01/24/05 00 315010010 05 03/01/05 0.0000 315010010 O 02/01/35 0 9668070 956/956 F 597,000.00 ZZ 360 595,545.32 1 5.8750 3531.48 80 5.6250 3531.48 SAN JOSE CA 95136 2 01/27/05 00 615010049 05 03/01/05 0.0000 615010049 O 02/01/35 0 9668072 956/956 F 485,000.00 ZZ 360 484,493.63 1 5.7500 2830.33 70 5.5000 2830.33 REDWOOD CITY CA 94061 2 02/01/05 00 714120131 05 04/01/05 0.0000 714120131 O 03/01/35 0 9668076 956/956 F 91,900.00 ZZ 360 91,712.16 1 5.8750 543.62 80 5.6250 543.62 FRESNO CA 93701 1 01/28/05 00 715010037 05 03/01/05 0.0000 715010037 N 02/01/35 0 9668078 956/956 F 390,000.00 ZZ 360 389,199.79 1 5.8750 2307.00 56 5.6250 2307.00 SAN JOSE CA 95124 5 01/31/05 00 715010094 05 03/01/05 0.0000 715010094 O 02/01/35 0 9668080 956/956 F 430,000.00 ZZ 360 429,571.93 1 6.0000 2578.07 75 5.7500 2578.07 SAN JOSE CA 95138 5 02/17/05 00 715020109 05 04/01/05 0.0000 715020109 O 03/01/35 0 9668084 956/956 F 551,200.00 ZZ 360 550,567.75 1 5.2500 3043.75 80 5.0000 3043.75 FAIRFIELD CA 94534 1 02/14/05 00 815020001 05 04/01/05 0.0000 815020001 O 03/01/35 0 9668086 956/956 F 640,000.00 ZZ 360 639,315.80 1 5.6250 3684.20 78 5.3750 3684.20 TOTOWA NJ 07512 5 02/05/05 00 915010084 03 04/01/05 0.0000 915010084 O 03/01/35 0 9668088 956/956 F 250,000.00 ZZ 360 249,738.99 1 5.7500 1458.93 33 5.5000 1458.93 WAYNE NJ 07470 5 02/08/05 00 915010122 05 04/01/05 0.0000 915010122 O 03/01/35 0 9668092 956/956 F 116,250.00 ZZ 360 116,012.38 1 5.8750 687.66 75 5.6250 687.66 HAYDEN ID 83835 5 01/26/05 00 1315010032 03 03/01/05 0.0000 1315010032 N 02/01/35 0 9668094 956/956 F 440,000.00 ZZ 360 439,518.40 1 5.5000 2498.27 80 5.2500 2498.27 VISTA CA 92083 2 02/16/05 00 1514120079 05 04/01/05 0.0000 1514120079 O 03/01/35 0 9668096 956/956 F 600,000.00 ZZ 360 598,744.12 1 5.7500 3501.44 78 5.5000 3501.44 CHULA VISTA CA 91911 5 01/27/05 00 1514120095 05 03/01/05 0.0000 1514120095 O 02/01/35 0 9668098 956/956 F 372,500.00 ZZ 360 372,120.22 1 5.8750 2203.48 63 5.6250 2203.48 LA MESA CA 91941 5 02/01/05 00 1515010085 03 04/01/05 0.0000 1515010085 O 03/01/35 0 9668100 956/956 F 210,000.00 ZZ 360 209,560.45 1 5.7500 1225.50 46 5.5000 1225.50 EL CAJON CA 92019 5 01/31/05 00 1515010088 05 03/01/05 0.0000 1515010088 O 02/01/35 0 9668102 956/956 F 359,650.00 ZZ 360 359,274.50 1 5.7500 2098.82 78 5.5000 2098.82 SAN MARCOS CA 92069 2 02/10/05 00 1515010109 03 04/01/05 0.0000 1515010109 O 03/01/35 0 9668104 956/956 F 385,600.00 ZZ 360 385,187.77 1 5.6250 2219.73 80 5.3750 2219.73 SAN DIEGO CA 92117 1 02/10/05 00 1515020026 05 04/01/05 0.0000 1515020026 O 03/01/35 0 9668108 956/956 F 110,000.00 ZZ 360 109,893.09 1 6.1250 668.37 64 5.8750 668.37 PORTLAND OR 97266 5 02/07/05 00 1814120190 05 04/01/05 0.0000 1814120190 N 03/01/35 0 9668110 956/956 F 380,000.00 ZZ 360 379,204.60 1 5.7500 2217.58 75 5.5000 2217.58 DOWNEY CA 90241 1 02/02/05 00 1814120264 05 03/01/05 0.0000 1814120264 O 02/01/35 0 9668114 956/956 F 232,000.00 ZZ 360 231,763.46 1 5.8750 1372.37 80 5.6250 1372.37 PROVO UT 84601 2 02/02/05 00 2214120098 05 04/01/05 0.0000 2214120098 O 03/01/35 0 9668118 956/956 F 359,650.00 ZZ 360 359,256.35 1 5.5000 2042.05 75 5.2500 2042.05 PALATINE IL 60067 5 02/09/05 00 2315010051 05 04/01/05 0.0000 2315010051 O 03/01/35 0 9668120 956/956 F 396,000.00 ZZ 360 395,151.32 1 5.6250 2279.60 40 5.3750 2279.60 THOUSAND OAKS CA 91362 5 01/13/05 00 2914120038 05 03/01/05 0.0000 2914120038 O 02/01/35 0 9668122 956/956 F 380,000.00 ZZ 360 379,612.58 1 5.8750 2247.84 80 5.6250 2247.84 SANTA CLARITA CA 91350 5 02/15/05 00 2915010031 03 04/01/05 0.0000 2915010031 O 03/01/35 0 9668124 956/956 F 225,000.00 ZZ 360 224,753.72 1 5.5000 1277.53 60 5.2500 1277.53 SOUTH GATE CA 90280 5 02/14/05 00 2915020013 05 04/01/05 0.0000 2915020013 O 03/01/35 0 9668128 956/956 F 227,500.00 ZZ 360 227,278.89 1 6.1250 1382.31 74 5.8750 1382.31 OLD SAYBROOK CT 06475 1 02/24/05 00 3415010068 05 04/01/05 0.0000 3415010068 O 03/01/35 0 9668130 956/956 F 248,000.00 ZZ 360 247,480.90 1 5.7500 1447.26 80 5.5000 1447.26 MINNETONKA MN 55345 5 01/24/05 00 3514120035 05 03/01/05 0.0000 3514120035 O 02/01/35 0 9668136 956/956 F 210,000.00 ZZ 360 209,570.75 1 5.8750 1242.23 70 5.6250 1242.23 RENO NV 89503 5 02/01/05 00 3715010049 05 03/01/05 0.0000 3715010049 O 02/01/35 0 9668140 956/956 F 115,500.00 ZZ 360 115,379.41 1 5.7500 674.03 70 5.5000 674.03 PHILADELPHIA PA 19148 1 02/17/05 00 3815010076 05 04/01/05 0.0000 3815010076 O 03/01/35 0 9668142 956/956 F 164,800.00 ZZ 360 164,438.81 1 6.1250 1001.34 80 5.8750 1001.34 PITTSBURGH PA 15228 5 02/03/05 00 3815010093 05 04/01/05 0.0000 3815010093 O 03/01/35 0 9668144 956/956 F 323,200.00 ZZ 360 322,870.48 1 5.8750 1911.85 80 5.6250 1911.85 RALEIGH NC 27614 5 02/15/05 00 3915010040 05 04/01/05 0.0000 3915010040 O 03/01/35 0 9668146 956/956 F 304,000.00 ZZ 360 303,690.06 1 5.8750 1798.27 80 5.6250 1798.27 HOLLY SPRINGS NC 27540 2 02/08/05 00 3915010060 03 04/01/05 0.0000 3915010060 O 03/01/35 0 9668150 956/956 F 230,000.00 ZZ 360 229,771.03 1 6.0000 1378.97 76 5.7500 1378.97 ALEXANDRIA VA 22315 5 02/11/05 00 4415010068 09 04/01/05 0.0000 4415010068 O 03/01/35 0 9668152 956/956 F 321,000.00 ZZ 360 320,672.72 1 5.8750 1898.84 75 5.6250 1898.84 CARMICHAEL CA 95608 5 02/16/05 00 4515020009 05 04/01/05 0.0000 4515020009 O 03/01/35 0 9668156 956/956 F 146,400.00 ZZ 360 146,100.75 1 5.8750 866.01 80 5.6250 866.01 ALPHARETTA GA 30022 1 01/26/05 00 4615010008 03 03/01/05 0.0000 4615010008 N 02/01/35 0 9668158 956/956 F 59,000.00 ZZ 360 58,939.84 1 5.8750 349.01 76 5.6250 349.01 TOCCOA GA 30577 5 02/07/05 00 4615010042 05 04/01/05 0.0000 4615010042 O 03/01/35 0 9668166 956/956 F 159,700.00 ZZ 360 159,365.72 1 5.7500 931.97 70 5.5000 931.97 OXFORD PA 19363 1 01/28/05 00 7815010002 05 03/01/05 0.0000 7815010002 N 02/01/35 0 9668168 956/956 F 210,000.00 ZZ 360 209,560.45 1 5.7500 1225.50 80 5.5000 1225.50 THOMPSONS STATTN 37179 1 01/28/05 00 8515010005 05 03/01/05 0.0000 8515010005 O 02/01/35 0 9674925 E22/G02 F 116,800.00 ZZ 360 116,363.83 1 6.3750 728.68 80 6.1250 728.68 BRANDON FL 33510 5 11/09/04 00 0422472407 05 01/01/05 0.0000 0422472407 O 12/01/34 0 9685357 601/G02 F 116,000.00 ZZ 360 115,512.03 1 5.7500 676.95 80 5.5000 676.95 EUGENE OR 97402 2 11/05/04 00 0438655565 05 01/01/05 0.0000 64601149 O 12/01/34 0 9688481 286/286 F 119,600.00 ZZ 360 119,040.21 1 6.3750 746.15 80 6.1250 746.15 CAMDENTON MO 65020 5 10/05/04 00 3615183 05 12/01/04 0.0000 3615183 O 11/01/34 0 9690416 W98/G02 F 228,000.00 ZZ 360 228,000.00 1 6.2500 1187.50 80 6.0000 1187.50 HYATTSVILLE MD 20782 5 02/14/05 00 0439018029 05 04/01/05 0.0000 F0502007 O 03/01/35 0 9692710 B44/G02 F 497,600.00 ZZ 360 497,600.00 1 6.1250 2539.83 80 5.8750 2539.83 IRVINE CA 92603 5 03/02/05 00 0439055351 01 05/01/05 0.0000 9050006 O 04/01/35 0 9692967 E22/G02 F 113,000.00 ZZ 360 112,557.31 1 6.1250 686.60 80 5.8750 686.60 AFTON WY 83110 5 11/16/04 00 0422349670 05 01/01/05 0.0000 0422349670 O 12/01/34 0 9692981 E22/G02 F 120,500.00 ZZ 360 120,039.07 1 6.2500 741.94 67 6.0000 741.94 PORT SAINT LUCFL 34983 5 11/16/04 00 0422359653 05 01/01/05 0.0000 0422359653 O 12/01/34 0 9693017 E22/G02 F 125,000.00 ZZ 360 124,521.84 1 6.2500 769.65 84 6.0000 769.65 FOWLER CO 81039 5 11/17/04 01 0422392274 05 01/01/05 12.0000 0422392274 O 12/01/34 0 9693051 E82/G02 F 122,500.00 ZZ 360 122,020.10 1 6.1250 744.32 58 5.8750 744.32 ASHEVILLE NC 28804 2 11/19/04 00 0401040837 05 01/01/05 0.0000 0401040837 O 12/01/34 0 9696766 B44/G02 F 408,000.00 ZZ 360 408,000.00 1 5.8750 2413.47 80 5.6250 2413.47 WINTERS CA 95694 5 03/01/05 00 0439091422 05 05/01/05 0.0000 2050047 O 04/01/35 0 9696823 E22/G02 F 113,600.00 ZZ 360 113,165.49 1 6.2500 699.45 80 6.0000 699.45 TACOMA WA 98404 5 11/17/04 00 0422608141 05 01/01/05 0.0000 0422608141 O 12/01/34 0 9701704 E23/G02 F 570,500.00 ZZ 360 570,500.00 1 6.5000 3605.95 70 6.2500 3605.95 COSTA MESA CA 92626 1 03/07/05 00 0439097940 05 05/01/05 0.0000 51049776 N 04/01/35 0 9705197 F89/G02 F 120,000.00 ZZ 240 118,998.53 1 6.3750 885.88 69 6.1250 885.88 BAKERSFIELD CA 93307 5 11/15/04 00 0438679227 05 01/01/05 0.0000 49996 O 12/01/24 0 9706492 A21/A21 F 152,500.00 ZZ 360 152,500.00 1 6.3750 951.40 37 6.1250 951.40 NEW MILFORD NJ 07646 5 03/18/05 00 0100136582 05 05/01/05 0.0000 0100136582 O 04/01/35 0 9712909 E22/U57 F 139,500.00 ZZ 360 138,979.04 1 6.3750 870.30 87 6.1250 870.30 GOOSE CREEK SC 29445 2 12/03/04 10 0422462226 05 01/01/05 25.0000 0422462226 O 12/01/34 0 9713661 X05/G02 F 339,900.00 ZZ 360 338,930.43 1 5.8750 1664.09 76 5.6250 1662.56 LA MESA CA 91941 2 11/19/04 00 0438750051 05 01/01/05 0.0000 014110131 O 12/01/34 0 9718153 N74/G02 F 66,750.00 ZZ 360 66,479.90 1 7.1250 449.71 75 6.8750 449.71 CHOCOWINITY NC 27817 5 11/23/04 00 0438996225 05 12/23/04 0.0000 2200002735 N 11/23/34 0 9718171 M37/G02 F 152,000.00 ZZ 360 146,218.59 1 6.2500 935.89 80 6.0000 935.89 SCOTTSDALE AZ 85257 1 11/17/04 00 0438711384 09 01/01/05 0.0000 621411 O 12/01/34 0 9718283 Y65/G02 F 216,000.00 ZZ 360 215,069.81 2 5.6250 1243.42 75 5.3750 1243.42 MINNEAPOLIS MN 55418 2 11/12/04 00 0438768020 05 01/01/05 0.0000 40223900 O 12/01/34 0 9721377 U05/G02 F 122,400.00 ZZ 360 121,813.23 1 6.2500 753.64 85 6.0000 753.64 DOYLESTOWN OH 44230 5 11/01/04 14 0438737496 05 12/01/04 12.0000 3000675972 O 11/01/34 0 9721637 W96/G02 F 144,000.00 ZZ 360 143,475.03 1 6.5000 910.18 80 6.2500 910.18 MIAMI FL 33186 5 11/17/04 00 0438716151 09 01/01/05 0.0000 24110025 O 12/01/34 0 9722631 E82/G02 F 420,000.00 ZZ 360 418,909.06 4 6.7500 2724.11 65 6.5000 2724.11 LOS ANGELES CA 90006 5 12/09/04 00 0401036389 05 02/01/05 0.0000 0401036389 O 01/01/35 0 9722861 U05/G02 F 143,000.00 ZZ 360 142,412.51 1 5.8750 845.90 77 5.6250 845.90 COOPER CITY FL 33330 5 11/11/04 00 0438737355 09 01/01/05 0.0000 3000678301 O 12/01/34 0 9722891 U05/G02 F 128,700.00 ZZ 360 128,219.39 1 6.3750 802.92 90 6.1250 802.92 PINELLAS PARK FL 33782 5 11/03/04 10 0438740201 05 01/01/05 25.0000 3000680146 O 12/01/34 0 9722897 U05/G02 F 108,750.00 ZZ 360 108,334.04 1 6.2500 669.59 75 6.0000 669.59 GREENACRES FL 33463 5 11/11/04 00 0438740516 09 01/01/05 0.0000 3000681276 O 12/01/34 0 9724595 E22/G02 F 104,000.00 ZZ 360 103,709.50 2 6.3750 648.82 80 6.1250 648.82 AUSTIN TX 78745 1 12/10/04 00 0422764837 05 02/01/05 0.0000 0422764837 N 01/01/35 0 9726633 Y65/G02 F 148,000.00 ZZ 360 147,979.56 1 5.8750 724.58 33 5.6250 724.48 PLEASANTON CA 94588 5 11/03/04 00 0438782898 09 01/01/05 0.0000 40213784 O 12/01/34 0 9726659 Y65/G02 F 540,000.00 ZZ 360 540,000.00 2 6.7500 3037.50 80 6.5000 3037.50 ORANGE CA 92866 1 06/29/04 00 0438784167 05 08/01/04 0.0000 40168519 O 07/01/34 0 9726689 Y65/G02 F 227,000.00 ZZ 360 225,085.51 1 5.8750 1342.79 64 5.6250 1342.79 FREMONT CA 94536 5 11/10/04 00 0438779944 09 01/01/05 0.0000 40215755 O 12/01/34 0 9727599 Y65/G02 F 95,850.00 ZZ 360 95,465.44 1 6.0000 574.67 59 5.7500 574.67 BAKERSFIELD CA 93304 5 11/02/04 00 0438786089 05 01/01/05 0.0000 40219696 O 12/01/34 0 9727625 462/G02 F 128,650.00 ZZ 360 128,157.86 1 6.2500 792.13 95 6.0000 792.13 VALRICO FL 33594 1 11/30/04 04 0438772881 09 01/01/05 30.0000 6119986 O 12/01/34 0 9729677 N74/G02 F 128,000.00 ZZ 360 127,566.14 1 6.8750 840.87 87 6.6250 840.87 ASHEBORO NC 27205 5 12/07/04 10 0438769887 05 01/13/05 25.0000 0035605011 O 12/13/34 0 9731393 E22/G02 F 230,000.00 ZZ 360 229,279.73 3 6.0000 1378.97 58 5.7500 1378.97 ARDMORE PA 19003 5 12/14/04 00 0422635466 05 02/01/05 0.0000 0422635466 O 01/01/35 0 9733943 E22/G02 F 113,600.00 TX 360 113,282.66 1 6.3750 708.72 80 6.1250 708.72 RICHARDSON TX 75080 5 12/15/04 00 0422719542 05 02/01/05 0.0000 0422719542 O 01/01/35 0 9738377 E22/G02 F 134,300.00 ZZ 360 133,924.84 1 6.3750 837.86 85 6.1250 837.86 MARION IN 46953 5 12/17/04 04 0422855536 05 02/01/05 12.0000 0422855536 O 01/01/35 0 9739003 L21/G02 F 112,000.00 ZZ 240 111,311.14 1 6.5000 835.05 80 6.2500 835.05 MONTGOMERY AL 36106 5 12/07/04 00 0438788408 05 02/01/05 0.0000 1100001182 O 01/01/25 0 9739019 L21/U56 F 115,000.00 ZZ 360 114,693.93 2 6.6250 736.36 59 6.3750 736.36 HAMDEN CT 06517 5 12/06/04 00 0438788564 05 02/01/05 0.0000 70304742 O 01/01/35 0 9739129 313/G02 F 95,850.00 ZZ 360 95,500.57 1 6.5000 605.84 90 6.2500 605.84 GAINESVILLE GA 30507 5 11/29/04 01 0438796674 05 01/01/05 25.0000 10445500 O 12/01/34 0 9741369 N67/G02 F 470,000.00 ZZ 360 470,000.00 2 6.2500 2447.92 73 6.0000 2447.92 SALINAS CA 93901 5 11/22/04 00 0438813628 05 01/01/05 0.0000 3318001677 O 12/01/34 0 9741671 B57/G02 F 342,000.00 ZZ 360 341,999.99 1 5.8750 1674.38 80 5.6250 1674.37 (SUNLAND AREA)CA 91040 2 12/09/04 00 0438796070 05 02/01/05 0.0000 21027064 O 01/01/35 0 9742631 Y75/G02 F 96,800.00 ZZ 360 96,536.05 1 6.5000 611.84 80 6.2500 611.84 DEERFIELD MI 49238 5 12/14/04 00 0438797300 05 02/01/05 0.0000 540001430 O 01/01/35 0 9747921 E22/G02 F 184,500.00 ZZ 360 183,996.90 3 6.5000 1166.17 90 6.2500 1166.17 WATERBURY CT 06708 5 12/23/04 11 0422798082 05 02/01/05 25.0000 0422798082 O 01/01/35 0 9748147 E22/G02 F 116,000.00 ZZ 360 115,668.09 1 6.2500 714.23 80 6.0000 714.23 CARTER LAKE IA 51510 5 12/22/04 00 0422839787 05 02/01/05 0.0000 0422839787 O 01/01/35 0 9749083 T29/G02 F 160,000.00 ZZ 360 159,519.76 1 6.0000 959.28 62 5.7500 959.28 EAGAR AZ 85925 2 12/20/04 00 0438974347 05 02/01/05 0.0000 0001609128 O 01/01/35 0 9750649 E22/G02 F 112,000.00 ZZ 240 111,279.84 1 6.1250 810.50 80 5.8750 810.50 NORMAN OK 73026 5 12/27/04 00 0422733774 05 02/01/05 0.0000 0422733774 O 01/01/25 0 9751117 U85/G02 F 161,500.00 ZZ 360 161,026.69 2 6.1250 981.29 77 5.8750 981.29 MILWAUKEE WI 53213 2 12/28/04 00 0438810806 05 02/01/05 0.0000 TQS658 O 01/01/35 0 9754645 Y17/U56 F 160,000.00 ZZ 360 159,574.57 1 6.6300 1025.03 80 6.3800 1025.03 HONOLULU HI 96816 1 12/01/04 00 0438821340 01 02/01/05 0.0000 0041022518 O 01/01/35 0 9756987 P34/G02 F 220,000.00 ZZ 360 219,455.82 3 7.0000 1463.67 70 6.7500 1463.67 PROVIDENCE RI 02907 5 12/17/04 00 0438851172 05 02/01/05 0.0000 62958 N 01/01/35 0 9758009 U05/G02 F 100,000.00 ZZ 360 99,720.66 1 6.3750 623.87 58 6.1250 623.87 MIAMI FL 33175 5 12/20/04 00 0438839987 05 02/01/05 0.0000 3000695842 O 01/01/35 0 9758041 U05/G02 F 151,000.00 ZZ 360 150,572.37 1 6.3750 942.04 89 6.1250 942.04 MIAMI FL 33177 5 12/09/04 14 0438841769 09 02/01/05 25.0000 3000684250 O 01/01/35 0 9758089 U05/G02 F 116,100.00 ZZ 360 115,775.70 1 6.3750 724.31 90 6.1250 724.31 FERNDALE MI 48220 5 12/17/04 14 0438844136 05 02/01/05 25.0000 3000695474 O 01/01/35 0 9758213 Q14/U57 F 95,000.00 ZZ 360 94,747.15 2 6.6250 608.30 88 6.3750 608.30 WATERLOO IA 50701 5 12/29/04 01 0438814063 05 02/01/05 25.0000 0000422947 O 01/01/35 0 9758401 E22/U57 F 140,000.00 ZZ 360 139,608.92 1 6.3750 873.42 80 6.1250 873.42 EVERSON WA 98247 5 12/30/04 00 0422474841 05 02/01/05 0.0000 0422474841 O 01/01/35 0 9759699 E22/G02 F 130,000.00 ZZ 360 129,619.02 1 6.1250 789.89 42 5.8750 789.89 JAMAICA NY 11435 5 12/31/04 00 0422728527 05 02/01/05 0.0000 0422728527 O 01/01/35 0 9759835 E22/G02 F 100,500.00 ZZ 240 99,900.72 1 6.8750 771.65 90 6.6250 771.65 DANVILLE KY 40422 5 01/03/05 04 0422897819 05 02/01/05 25.0000 0422897819 O 01/01/25 0 9761179 U05/G02 F 128,000.00 TX 360 127,762.27 1 6.3750 798.55 80 6.1250 798.55 BRENHAM TX 77833 5 01/03/05 00 0438833931 05 03/01/05 0.0000 3000697008 O 02/01/35 0 9762155 E22/G02 F 420,000.00 ZZ 360 419,238.56 1 6.5000 2654.69 70 6.2500 2654.69 SANTA ROSA BEAFL 32549 5 01/05/05 00 0422601922 05 03/01/05 0.0000 0422601922 O 02/01/35 0 9762421 E22/U57 F 132,000.00 ZZ 360 131,754.83 1 6.3750 823.51 90 6.1250 823.51 WEST MONROE LA 71291 5 01/05/05 10 0422931725 05 03/01/05 25.0000 0422931725 O 02/01/35 0 9762463 E22/U57 F 235,000.00 ZZ 360 234,552.88 2 6.2500 1446.94 55 6.0000 1446.94 ELIZABETH NJ 07202 5 01/04/05 00 0422959809 05 03/01/05 0.0000 0422959809 O 02/01/35 0 9763929 944/G02 F 143,200.00 ZZ 360 142,809.54 1 6.5000 905.12 80 6.2500 905.12 BERKELEY SPRINWV 25411 5 12/20/04 00 0438829715 05 02/01/05 0.0000 W01798390 O 01/01/35 0 9763949 A52/G02 F 132,000.00 ZZ 360 131,736.52 1 6.0000 791.41 80 5.7500 791.41 DULUTH GA 30097 1 01/10/05 00 0438836660 09 03/01/05 0.0000 32012 O 02/01/35 0 9764325 E22/G02 F 94,000.00 TX 360 93,829.60 1 6.5000 594.14 78 6.2500 594.14 MESQUITE TX 75150 5 01/06/05 00 0422552232 05 03/01/05 0.0000 0422552232 O 02/01/35 0 9764575 E22/G02 F 99,000.00 ZZ 360 98,833.18 1 6.8750 650.36 90 6.6250 650.36 ADGER AL 35006 5 01/06/05 10 0422928853 05 03/01/05 25.0000 0422928853 O 02/01/35 0 9765465 E22/G02 F 182,750.00 ZZ 360 182,426.63 1 6.6250 1170.17 85 6.3750 1170.17 STEPHENS CITY VA 22655 5 01/07/05 10 0422856385 05 03/01/05 12.0000 0422856385 O 02/01/35 0 9765525 E22/G02 F 126,000.00 ZZ 360 125,765.98 2 6.3750 786.08 78 6.1250 786.08 SAINT LOUIS MO 63118 5 01/07/05 00 0422894816 05 03/01/05 0.0000 0422894816 O 02/01/35 0 9770425 Y69/U57 F 109,950.00 ZZ 360 109,529.40 1 6.2500 676.99 95 6.0000 676.99 LULA GA 30554 1 12/06/04 01 0438855520 05 01/01/05 35.0000 5010020676 O 12/01/34 0 9774761 Y86/G02 F 136,000.00 ZZ 360 135,753.43 1 6.5000 859.62 80 6.2500 859.62 SHAWNEE KS 66216 5 01/13/05 00 0438876674 05 03/01/05 0.0000 10001175 O 02/01/35 0 9776941 E22/G02 F 124,000.00 ZZ 360 123,752.50 1 6.0000 743.44 80 5.7500 743.44 BRANDON FL 33510 2 01/13/05 00 0422946525 05 03/01/05 0.0000 0422946525 O 02/01/35 0 9777053 E22/G02 F 98,000.00 T 360 97,809.01 1 6.1250 595.46 74 5.8750 595.46 SPRING CITY UT 84662 5 01/13/05 00 0423022763 05 03/01/05 0.0000 0423022763 O 02/01/35 0 9777059 E22/U57 F 98,400.00 ZZ 240 97,825.66 1 6.2500 719.23 80 6.0000 719.23 ELKHART IN 46514 2 01/13/05 00 0423030378 05 03/01/05 0.0000 0423030378 O 02/01/25 0 9777363 K60/U56 F 370,000.00 TX 360 369,377.14 1 6.8800 2431.87 77 6.6300 2431.87 DALLAS TX 75208 5 01/07/05 00 0438880247 05 03/01/05 0.0000 99055 O 02/01/35 0 9777613 E22/U57 F 92,000.00 ZZ 360 91,740.46 1 6.5000 581.50 84 6.2500 581.50 RICHMOND VA 23228 5 01/11/05 04 0422734046 05 03/01/05 12.0000 0422734046 O 02/01/35 0 9777631 E22/G02 F 92,000.00 ZZ 360 91,820.66 1 6.1250 559.00 80 5.8750 559.00 BEAVERTON MI 48612 5 01/14/05 00 0422758383 05 03/01/05 0.0000 0422758383 O 02/01/35 0 9777633 E22/G02 F 110,000.00 ZZ 360 109,785.63 1 6.1250 668.37 70 5.8750 668.37 ROCKWOOD ME 04478 5 01/14/05 00 0422760439 05 03/01/05 0.0000 0422760439 O 02/01/35 0 9777677 E22/G02 F 193,500.00 ZZ 360 193,131.85 3 6.2500 1191.41 60 6.0000 1191.41 PLANFIELD NJ 07060 5 01/14/05 00 0422825687 05 03/01/05 0.0000 0422825687 O 02/01/35 0 9777803 E22/U57 F 102,000.00 ZZ 360 101,810.55 1 6.3750 636.35 80 6.1250 636.35 BOISE ID 83713 1 01/14/05 00 0422950717 05 03/01/05 0.0000 0422950717 O 02/01/35 0 9781979 E22/G02 F 150,000.00 ZZ 360 149,714.60 2 6.2500 923.58 65 6.0000 923.58 WEST WARWICK RI 02893 5 01/17/05 00 0423016666 05 03/01/05 0.0000 0423016666 O 02/01/35 0 9783563 U85/G02 F 97,000.00 ZZ 360 96,832.51 1 6.7500 629.14 78 6.5000 629.14 BLUE GRASS IA 52726 5 01/21/05 00 0438888042 05 03/01/05 0.0000 TQSSIMMERING O 02/01/35 0 9785977 U05/G02 F 120,000.00 TX 360 119,777.13 1 6.3750 748.64 80 6.1250 748.64 HOUSTON TX 77031 5 01/21/05 00 0438894933 03 03/01/05 0.0000 3000703459 O 02/01/35 0 9786021 P34/G02 F 192,100.00 ZZ 360 191,202.65 2 6.5000 1214.20 85 6.2500 1214.20 PROVIDENCE RI 02904 5 12/29/04 10 0438892945 05 02/01/05 12.0000 17709 O 01/01/35 0 9786163 E82/G02 F 107,700.00 ZZ 360 107,485.02 1 6.0000 645.72 52 5.7500 645.72 PROSSER WA 99350 2 01/25/05 00 0401063920 05 03/01/05 0.0000 0401063920 O 02/01/35 0 9786191 E82/G02 F 193,400.00 ZZ 360 193,013.98 1 6.0000 1159.53 74 5.7500 1159.53 MANASSAS VA 20109 2 01/26/05 00 0401065933 09 03/01/05 0.0000 0401065933 O 02/01/35 0 9786197 E82/G02 F 115,000.00 ZZ 360 114,764.93 1 5.8750 680.27 61 5.6250 680.27 THOMSON GA 30824 2 01/26/05 00 0401063243 05 03/01/05 0.0000 0401063243 O 02/01/35 0 9786879 E65/G02 F 99,600.00 ZZ 360 99,419.43 1 6.5000 629.54 80 6.2500 629.54 FLINT MI 48503 1 01/26/05 00 0438909418 05 03/01/05 0.0000 269666 O 02/01/35 0 9786935 F36/G02 F 425,000.00 ZZ 360 424,229.50 1 6.5000 2686.29 53 6.2500 2686.29 BONNEY LAKE WA 98390 5 01/13/05 00 0438895815 05 03/01/05 0.0000 06507864 O 02/01/35 0 9787413 E22/U57 F 106,000.00 ZZ 360 105,807.84 1 6.5000 669.99 80 6.2500 669.99 ALBUQUERQUE NM 87110 1 01/28/05 00 0423109644 05 03/01/05 0.0000 0423109644 O 02/01/35 0 9787461 E22/U57 F 124,304.00 T 360 124,061.76 1 6.1250 755.28 95 5.8750 755.28 FORT MYERS FL 33912 1 01/18/05 10 0422724070 09 03/01/05 30.0000 0422724070 O 02/01/35 0 9787671 E22/G02 F 113,000.00 ZZ 360 112,290.13 1 6.3750 704.97 73 6.1250 704.97 NORTH EAST MD 21901 5 01/24/05 00 0422993915 05 03/01/05 0.0000 0422993915 O 02/01/35 0 9789217 E22/G02 F 144,000.00 ZZ 360 143,705.66 1 5.8750 851.81 80 5.6250 851.81 LACEY WA 98503 1 01/26/05 00 0423050053 05 03/01/05 0.0000 0423050053 O 02/01/35 0 9789507 E22/U57 F 144,000.00 ZZ 360 143,738.93 1 6.5000 910.18 80 6.2500 910.18 SOLDOTNA AK 99669 5 01/24/05 00 0423098011 05 03/01/05 0.0000 0423098011 O 02/01/35 0 9789699 E22/U57 F 113,600.00 ZZ 360 113,340.28 1 6.7500 736.81 80 6.5000 736.81 PULLMAN WA 99163 5 01/25/05 00 0422841197 05 03/01/05 0.0000 0422841197 O 02/01/35 0 9789857 E22/G02 F 120,000.00 TX 360 119,714.13 1 6.3750 748.64 77 6.1250 748.64 SANTA FE TX 77510 5 01/26/05 00 0423124700 05 03/01/05 0.0000 0423124700 O 02/01/35 0 9790505 A50/G02 F 104,000.00 ZZ 360 103,787.42 1 5.8750 615.20 62 5.6250 615.20 CALHOUN GA 30701 2 01/24/05 00 0438899478 05 03/01/05 0.0000 02179760 O 02/01/35 0 9792443 E22/G02 F 176,000.00 ZZ 360 175,688.58 2 6.6250 1126.95 80 6.3750 1126.95 AUSTIN TX 78721 2 02/01/05 00 0423137934 05 03/01/05 0.0000 0423137934 N 02/01/35 0 9792627 E22/U57 F 119,500.00 ZZ 360 119,255.73 1 5.8750 706.89 83 5.6250 706.89 CONCORD NC 28027 2 01/27/05 04 0422948893 03 03/01/05 12.0000 0422948893 O 02/01/35 0 9792647 E22/U57 F 110,400.00 ZZ 360 110,189.95 1 6.2500 679.75 80 6.0000 679.75 RICHMOND VA 23236 5 01/27/05 00 0422920579 05 03/01/05 0.0000 0422920579 O 02/01/35 0 9792881 H76/G02 F 210,000.00 ZZ 360 209,565.20 2 6.1250 1275.98 62 5.8750 1275.98 EAST FISHKILL NY 12533 5 01/22/05 00 0438931016 05 03/01/05 0.0000 604848 O 02/01/35 0 9794803 H76/G02 F 103,500.00 ZZ 300 103,217.38 1 6.3750 690.78 90 6.1250 690.78 GREENWELL SPRILA 70739 5 01/07/05 01 0438933533 05 03/01/05 25.0000 604843 O 02/01/30 0 9794805 H76/G02 F 147,000.00 ZZ 360 146,720.30 1 6.2500 905.11 80 6.0000 905.11 BRENTWOOD MD 20722 5 01/08/05 00 0438930158 05 03/01/05 0.0000 2004598900 O 02/01/35 0 9794827 H76/G02 F 105,000.00 ZZ 360 104,800.21 1 6.2500 646.51 54 6.0000 646.51 EAST GREENBUSHNY 12061 5 01/14/05 00 0438930232 05 03/01/05 0.0000 599798 O 02/01/35 0 9794917 U85/U57 F 114,920.00 ZZ 360 114,711.66 1 6.5000 726.37 80 6.2500 726.37 KANSAS CITY MO 64157 1 01/28/05 00 0438907081 05 03/01/05 0.0000 TQS36 O 02/01/35 0 9795835 U05/G02 F 127,350.00 ZZ 360 127,006.30 1 6.0000 763.53 90 5.7500 763.53 POST FALLS ID 83854 1 01/26/05 10 0438938565 03 03/01/05 25.0000 3000707737 O 02/01/35 0 9795935 U05/G02 F 126,000.00 ZZ 360 125,449.03 1 5.8750 745.34 52 5.6250 745.34 CALDWELL ID 83607 2 12/29/04 00 0438958266 05 02/01/05 0.0000 3000690182 O 01/01/35 0 9796169 E22/G02 F 97,000.00 ZZ 360 96,629.64 1 6.3750 605.15 63 6.1250 605.15 BOOTHBAY HARBOME 04538 5 01/28/05 00 0423062561 05 03/01/05 0.0000 0423062561 O 02/01/35 0 9796271 E22/G02 F 92,000.00 ZZ 360 91,829.13 1 6.3750 573.96 75 6.1250 573.96 SAINT LOUIS MO 63138 5 01/28/05 00 0422858100 05 03/01/05 0.0000 0422858100 O 02/01/35 0 9796273 E22/U57 F 123,000.00 ZZ 360 122,680.41 1 6.2500 757.33 80 6.0000 757.33 ST JOSEPH MI 49085 5 01/28/05 00 0422862292 05 03/01/05 0.0000 0422862292 O 02/01/35 0 9796281 E22/G02 F 96,000.00 ZZ 360 95,821.69 1 6.3750 598.92 80 6.1250 598.92 HOUSTON TX 77073 2 01/28/05 00 0422899187 03 03/01/05 0.0000 0422899187 O 02/01/35 0 9796333 E22/G02 F 135,000.00 ZZ 240 134,422.77 2 6.1250 976.94 63 5.8750 976.94 ELKA PARK NY 12427 5 01/22/05 00 0422774133 05 03/01/05 0.0000 0422774133 O 02/01/25 0 9797795 P34/G02 F 244,000.00 ZZ 360 243,472.87 3 6.2500 1502.36 80 6.0000 1502.36 PROVIDENCE RI 02907 2 01/17/05 00 0438923146 05 03/01/05 0.0000 62975 O 02/01/35 0 9798215 E22/U57 F 221,250.00 ZZ 360 220,432.58 1 5.8750 1308.78 75 5.6250 1308.78 TAMPA FL 33629 5 01/27/05 00 0423214808 05 03/01/05 0.0000 0423214808 O 02/01/35 0 9798839 025/025 F 200,000.00 ZZ 360 199,146.39 2 6.1250 1215.22 54 5.8750 1215.22 S. EASTON MA 02375 5 11/12/04 00 0134997931 05 01/01/05 0.0000 0134997931 O 12/01/34 0 9798917 025/025 F 277,000.00 ZZ 360 275,672.08 4 6.2500 1705.54 49 6.0000 1705.54 WALTHAM MA 02453 2 10/25/04 00 0142871433 05 12/01/04 0.0000 0142871433 N 11/01/34 0 9799029 025/025 F 115,900.00 ZZ 360 115,428.28 1 6.2500 713.62 95 6.0000 713.62 SIGNAL MOUNTAITN 37377 5 11/29/04 11 0029485323 05 01/01/05 30.0000 0029485323 O 12/01/34 0 9799079 025/025 F 600,000.00 T 360 600,000.00 1 7.0000 3500.00 80 6.7500 3500.00 LA QUINTA CA 92253 5 10/18/04 00 0142933944 03 12/01/04 0.0000 0142933944 O 11/01/34 0 9799137 025/025 F 128,000.00 ZZ 360 127,532.83 1 6.5000 809.05 80 6.2500 809.05 ALBUQUERQUE NM 87120 5 11/15/04 00 0142980523 05 01/01/05 0.0000 0142980523 O 12/01/34 0 9799153 025/025 F 96,750.00 ZZ 360 96,370.95 1 6.1250 587.87 78 5.8750 587.87 TUCSON AZ 85741 2 11/29/04 00 0142989862 03 01/01/05 0.0000 0142989862 O 12/01/34 0 9799187 025/025 F 140,000.00 ZZ 360 139,608.92 2 6.3750 873.42 63 6.1250 873.42 NEW BRUNSWICK NJ 08901 5 12/10/04 00 0134781475 05 02/01/05 0.0000 0134781475 O 01/01/35 0 9799231 025/025 F 140,000.00 ZZ 360 139,489.61 1 6.5000 884.90 80 6.2500 884.90 APEX NC 27523 5 11/30/04 00 0201026564 05 01/01/05 0.0000 0201026564 O 12/01/34 0 9799285 025/025 F 94,000.00 ZZ 360 93,631.77 1 6.1250 571.15 79 5.8750 571.15 WOODSTOCK GA 30188 1 11/19/04 00 0030678536 05 01/01/05 0.0000 0030678536 O 12/01/34 0 9799297 025/025 F 130,300.00 ZZ 360 129,631.37 1 6.2500 802.28 80 6.0000 802.28 ELLENWOOD GA 30294 1 10/29/04 00 0031025059 05 12/01/04 0.0000 0031025059 O 11/01/34 0 9799339 025/025 F 97,200.00 ZZ 360 97,199.01 1 6.0000 486.00 80 5.7500 486.00 BROKEN ARROW OK 74012 1 10/22/04 00 0143057149 05 12/01/04 0.0000 0143057149 O 11/01/34 0 9799349 025/025 F 96,000.00 ZZ 360 95,623.89 1 6.1250 583.31 57 5.8750 583.31 NAPLES FL 34104 5 11/24/04 00 0143062891 05 01/01/05 0.0000 0143062891 O 12/01/34 0 9799459 025/025 F 105,800.00 ZZ 360 105,482.45 1 6.0000 634.32 57 5.7500 634.32 FARMERSVILLE CA 93223 2 12/16/04 00 0201138187 05 02/01/05 0.0000 0201138187 O 01/01/35 0 9799531 025/025 F 145,000.00 ZZ 360 144,321.34 1 6.3750 904.61 70 6.1250 904.61 NEW PORT RICHEFL 34652 5 10/29/04 00 0031483381 05 12/01/04 0.0000 0031483381 O 11/01/34 0 9799679 E22/G02 F 100,000.00 TX 360 99,814.27 1 6.3750 623.87 80 6.1250 623.87 DALLAS TX 75243 5 01/31/05 00 0423202142 05 03/01/05 0.0000 0423202142 O 02/01/35 0 9799695 E22/U57 F 101,000.00 ZZ 360 100,798.40 1 6.0000 605.55 79 5.7500 605.55 BEREA OH 44017 2 01/31/05 00 0423216514 05 03/01/05 0.0000 0423216514 O 02/01/35 0 9799785 E22/U57 F 110,000.00 ZZ 360 109,795.69 1 6.3750 686.26 64 6.1250 686.26 METAIRIE LA 70003 5 01/31/05 00 0423131614 05 03/01/05 0.0000 0423131614 O 02/01/35 0 9799927 E22/U57 F 98,300.00 TX 360 98,117.44 1 6.3750 613.26 79 6.1250 613.26 KATY TX 77450 5 01/31/05 00 0422997874 03 03/01/05 0.0000 0422997874 O 02/01/35 0 9800011 E22/U57 F 97,600.00 ZZ 360 97,511.77 1 6.5000 616.90 80 6.2500 616.90 DRYDEN WA 98821 1 02/02/05 00 0422891325 05 04/01/05 0.0000 0422891325 O 03/01/35 0 9800105 E82/G02 F 209,000.00 ZZ 360 208,801.69 2 6.2500 1286.85 65 6.0000 1286.85 LOWELL MA 01852 5 02/03/05 00 0401074398 05 04/01/05 0.0000 0401074398 O 03/01/35 0 9800681 E22/U57 F 145,000.00 ZZ 360 144,865.70 1 6.3750 904.61 80 6.1250 904.61 SILVERTON OR 97381 5 01/31/05 00 0423013440 05 04/01/05 0.0000 0423013440 O 03/01/35 0 9800797 E22/G02 F 145,800.00 ZZ 360 145,674.47 1 6.7500 945.66 90 6.5000 945.66 ST. LOUIS MO 63113 5 02/02/05 04 0423130376 05 04/01/05 25.0000 0423130376 O 03/01/35 0 9800827 E22/U57 F 127,200.00 ZZ 360 126,957.99 1 6.2500 783.19 80 6.0000 783.19 TUCSON AZ 85710 5 01/27/05 00 0423155902 05 03/01/05 0.0000 0423155902 O 02/01/35 0 9801143 E82/G02 F 109,600.00 ZZ 360 109,490.89 1 6.0000 657.11 95 5.7500 657.11 MARION IA 52302 2 02/04/05 04 0401062047 05 04/01/05 30.0000 0401062047 O 03/01/35 0 9801419 P60/G02 F 650,000.00 ZZ 360 648,639.45 1 5.7500 3793.23 77 5.5000 3793.23 CANTON OH 44721 2 01/25/05 00 0438928178 05 03/01/05 0.0000 1310784293 O 02/01/35 0 9801425 Q30/U57 F 123,500.00 ZZ 360 123,276.11 1 6.5000 780.60 95 6.2500 780.60 WARNER ROBINS GA 31088 5 02/02/05 10 0438924011 05 03/01/05 30.0000 40037929 O 02/01/35 0 9801469 P27/G02 F 242,000.00 ZZ 360 241,550.52 1 6.3750 1509.77 80 6.1250 1509.77 STAUNTON VA 24401 5 01/26/05 00 0439006362 05 03/01/05 0.0000 DM3212675744 O 02/01/35 0 9802099 U05/G02 F 135,000.00 TX 360 134,749.27 2 6.3750 842.22 75 6.1250 842.22 AUSTIN TX 78704 5 01/24/05 00 0438924490 05 03/01/05 0.0000 3000700566 O 02/01/35 0 9802373 E22/U57 F 126,000.00 ZZ 360 125,858.66 1 6.5000 796.41 90 6.2500 796.41 CENTRAL SC 29630 5 02/03/05 01 0423017417 05 04/01/05 25.0000 0423017417 O 03/01/35 0 9802411 E22/G02 F 127,000.00 ZZ 360 126,876.56 1 6.1250 771.67 78 5.8750 771.67 PORT CHARLOTTEFL 33952 5 02/03/05 00 0423074962 05 04/01/05 0.0000 0423074962 O 03/01/35 0 9802425 E22/G02 F 116,450.00 ZZ 360 116,345.43 1 6.8750 764.99 85 6.6250 764.99 SAINT LOUIS MO 63114 5 02/03/05 10 0423086255 05 04/01/05 12.0000 0423086255 O 03/01/35 0 9802895 A52/U57 F 120,000.00 ZZ 360 119,894.13 1 6.6250 768.37 80 6.3750 768.37 RIVERVIEW FL 33569 1 02/07/05 00 0438927584 03 04/01/05 0.0000 32158 O 03/01/35 0 9802897 U42/G02 F 92,000.00 TX 360 91,918.83 1 6.6250 589.09 80 6.3750 589.09 LEESBURG TX 75451 5 02/03/05 00 0438932659 05 04/01/05 0.0000 15401132 O 03/01/35 0 9803313 E22/G02 F 204,950.00 ZZ 360 204,578.45 2 6.5000 1295.42 79 6.2500 1295.42 KENNEWICK WA 99337 2 01/28/05 00 0423098276 05 03/01/05 0.0000 0423098276 N 02/01/35 0 9805747 E22/U57 F 123,428.00 ZZ 360 123,310.88 1 6.2500 759.97 80 6.0000 759.97 OLIVE BRANCH MS 38654 1 02/11/05 00 0423101922 05 04/01/05 0.0000 0423101922 O 03/01/35 0 9805775 E22/G02 F 123,200.00 ZZ 360 123,083.11 1 6.2500 758.56 80 6.0000 758.56 TRAVESE CITY MI 49684 5 02/07/05 00 0423202019 05 04/01/05 0.0000 0423202019 O 03/01/35 0 9806181 Y69/G02 F 112,000.00 ZZ 360 111,786.89 1 6.2500 689.61 80 6.0000 689.61 PHOENIX AZ 85013 1 01/07/05 00 0438958217 05 03/01/05 0.0000 1010023527 O 02/01/35 0 9806981 U42/G02 F 57,600.00 ZZ 360 57,553.94 1 7.1250 388.06 90 6.8750 388.06 BERTHA MN 56437 1 02/09/05 10 0439009242 05 04/01/05 25.0000 35500036 O 03/01/35 0 9807233 A52/G02 F 111,000.00 ZZ 360 110,894.67 1 6.2500 683.45 80 6.0000 683.45 AUSTELL GA 30106 5 02/09/05 00 0438964199 05 04/01/05 0.0000 32327 O 03/01/35 0 9808731 E22/G02 F 126,000.00 ZZ 360 126,000.00 1 6.1250 643.13 78 5.8750 643.13 GERRARDSTOWN WV 25420 5 02/09/05 00 0423101468 03 04/01/05 0.0000 0423101468 O 03/01/35 0 9809033 E22/U57 F 104,500.00 ZZ 240 104,286.92 1 6.5000 779.12 95 6.2500 779.12 TULSA OK 74129 5 02/09/05 10 0422903138 05 04/01/05 30.0000 0422903138 O 03/01/25 0 9809039 E22/G02 F 108,000.00 ZZ 360 107,907.01 1 6.7500 700.49 90 6.5000 700.49 PARKVILLE MD 21234 5 02/08/05 01 0422915488 07 04/01/05 25.0000 0422915488 O 03/01/35 0 9809209 E82/G02 F 94,050.00 ZZ 360 93,958.59 1 6.1250 571.46 95 5.8750 571.46 ROCKY MOUNT NC 27803 2 02/11/05 04 0401074315 05 04/01/05 30.0000 0401074315 O 03/01/35 0 9809227 E82/G02 F 131,300.00 ZZ 360 131,172.39 1 6.1250 797.79 45 5.8750 797.79 CATHEDRAL CITYCA 92234 2 02/11/05 00 0401064142 05 04/01/05 0.0000 0401064142 O 03/01/35 0 9811763 U85/G02 F 95,600.00 ZZ 360 95,513.57 1 6.5000 604.26 80 6.2500 604.26 SHEBOYGAN WI 53083 1 02/15/05 00 0438943920 05 04/01/05 0.0000 TQS62 O 03/01/35 0 9813099 E22/G02 F 125,000.00 ZZ 360 124,878.51 2 6.1250 759.51 60 5.8750 759.51 TACOMA WA 98445 2 02/07/05 00 0423184357 05 04/01/05 0.0000 0423184357 O 03/01/35 0 9813453 E22/G02 F 126,000.00 ZZ 360 125,888.83 1 6.6250 806.79 95 6.3750 806.79 LEWISTON ME 04240 2 02/10/05 01 0423011659 05 04/01/05 30.0000 0423011659 O 03/01/35 0 9815065 E22/G02 F 121,600.00 ZZ 360 121,484.62 1 6.2500 748.71 95 6.0000 748.71 OLYMPIA WA 98501 1 02/10/05 10 0423309236 29 04/01/05 30.0000 0423309236 O 03/01/35 0 9815147 E22/U57 F 134,000.00 TX 360 133,878.86 1 6.5000 846.97 80 6.2500 846.97 HUMBLE TX 77346 5 02/11/05 00 0422972208 03 04/01/05 0.0000 0422972208 O 03/01/35 0 9815189 E22/G02 F 136,000.00 ZZ 360 135,892.61 1 6.2500 708.33 80 6.0000 708.33 CANBY OR 97013 5 02/08/05 00 0423087873 05 04/01/05 0.0000 0423087873 O 03/01/35 0 9815295 E22/G02 F 96,800.00 ZZ 360 96,710.34 1 6.3750 603.91 80 6.1250 603.91 VIRGINIA BEACHVA 23453 5 02/11/05 00 0423205905 09 04/01/05 0.0000 0423205905 O 03/01/35 0 9815305 E22/G02 F 128,000.00 ZZ 360 127,869.50 1 5.8750 757.17 80 5.6250 757.17 COLVILLE WA 99114 2 02/07/05 00 0423209303 05 04/01/05 0.0000 0423209303 O 03/01/35 0 9815391 E22/G02 F 104,000.00 TX 360 103,903.68 1 6.3750 648.82 80 6.1250 648.82 PEARLAND TX 77584 5 02/11/05 00 0423281831 03 04/01/05 0.0000 0423281831 O 03/01/35 0 9815889 W02/G02 F 93,600.00 ZZ 360 93,509.03 1 6.1250 568.72 87 5.8750 568.72 PITTSFIELD PA 16340 5 02/09/05 11 0438974156 05 04/01/05 25.0000 0090094049 O 03/01/35 0 9816095 L21/G02 F 300,000.00 ZZ 360 299,708.41 2 6.1250 1822.84 45 5.8750 1822.84 FAIRFIELD CT 06824 5 01/31/05 00 0438974651 05 04/01/05 0.0000 28503190 O 03/01/35 0 9816385 E22/G02 F 146,610.00 ZZ 360 146,464.05 1 6.0000 879.00 90 5.7500 879.00 MESQUITE NV 89027 1 02/10/05 04 0423063395 09 04/01/05 25.0000 0423063395 O 03/01/35 0 9816487 E22/G02 F 94,500.00 ZZ 240 94,301.46 1 6.2500 690.73 90 6.0000 690.73 HOUSTON TX 77055 2 02/12/05 04 0423240266 05 04/01/05 25.0000 0423240266 O 03/01/25 0 9816591 E82/G02 F 119,000.00 ZZ 360 118,889.78 1 6.3750 742.41 92 6.1250 742.41 STATE LINE MS 39362 2 02/16/05 04 0401073499 05 04/01/05 30.0000 0401073499 O 03/01/35 0 9817513 T23/G02 F 92,750.00 ZZ 360 92,657.67 1 6.0000 556.08 88 5.7500 556.08 CINCINNATI OH 45251 2 02/17/05 10 0438978447 05 04/01/05 25.0000 8302 O 03/01/35 0 9817567 L14/G02 F 650,000.00 ZZ 360 648,849.86 1 6.6250 4162.03 77 6.3750 4162.03 SETAUKET NY 11733 1 01/19/05 00 0438982506 05 03/01/05 0.0000 229200001 O 02/01/35 0 9817573 L14/G02 F 192,610.00 ZZ 360 192,252.25 1 6.3750 1201.64 71 6.1250 1201.64 BAKERSFIELD CA 93311 1 01/03/05 00 0438986036 05 03/01/05 0.0000 121504313 O 02/01/35 0 9817579 L14/G02 F 424,000.00 ZZ 360 422,815.60 1 6.3750 2645.21 80 6.1250 2645.21 SPARKS NV 89436 1 12/07/04 00 0438983298 03 02/01/05 0.0000 104030171 O 01/01/35 0 9817581 L14/G02 F 48,960.00 ZZ 360 48,829.68 1 6.6250 313.50 75 6.3750 313.50 BROOKSVILLE FL 34602 1 01/03/05 00 0438982803 05 02/01/05 0.0000 231909101 N 01/01/35 0 9817585 L14/G02 F 344,298.00 ZZ 360 343,703.45 1 6.7500 2233.12 95 6.5000 2233.12 GOODYEAR AZ 85338 1 01/20/05 11 0438980591 03 03/01/05 30.0000 224301939 O 02/01/35 0 9817597 L14/G02 F 153,520.00 ZZ 360 153,213.56 1 6.0000 920.44 80 5.7500 920.44 ANTIOCH TN 37013 1 01/10/05 00 0438979312 05 03/01/05 0.0000 230328997 O 02/01/35 0 9817601 L14/G02 F 201,358.00 ZZ 360 198,534.66 1 5.8750 1191.11 80 5.6250 1191.11 BAKERSFIELD CA 93311 1 01/03/05 00 0438986051 05 03/01/05 0.0000 121505857 O 02/01/35 0 9817607 L14/G02 F 87,300.00 ZZ 360 87,159.95 1 7.1250 588.16 95 6.8750 588.16 ORANGE CITY FL 32763 1 01/31/05 26 0438986531 05 03/01/05 30.0000 202317836 O 02/01/35 0 9817613 L14/G02 F 206,000.00 ZZ 360 205,578.91 1 5.8750 1218.57 52 5.6250 1218.57 LAKE VIEW TERRCA 91342 5 01/19/05 00 0438981045 05 03/01/05 0.0000 217312746 N 02/01/35 0 9817633 L14/G02 F 107,747.00 ZZ 360 107,095.32 1 6.0000 646.00 87 5.7500 646.00 ACWORTH GA 30101 2 09/24/04 10 0438983165 09 11/01/04 12.0000 200924710 O 10/01/34 0 9817647 L14/G02 F 304,950.00 ZZ 360 304,460.81 1 7.1250 2054.51 95 6.8750 2054.51 BRADENTON FL 34210 1 01/14/05 11 0438982589 05 03/01/05 30.0000 237000473 O 02/01/35 0 9817649 L14/G02 F 294,300.00 ZZ 360 293,712.58 1 6.0000 1764.48 90 5.7500 1764.48 SPRING HILL FL 34607 2 01/12/05 11 0438992455 05 03/01/05 25.0000 231906967 O 02/01/35 0 9817657 L14/G02 F 190,000.00 ZZ 360 190,000.00 1 5.7500 910.42 63 5.5000 910.42 DENVER CO 80237 5 01/26/05 00 0438985269 05 03/01/05 0.0000 232604019 O 02/01/35 0 9817661 L14/G02 F 127,050.00 ZZ 360 126,668.66 1 6.0000 761.73 85 5.7500 761.73 MCKINNEY TX 75071 1 12/28/04 12 0438983660 05 02/01/05 12.0000 114229429 O 01/01/35 0 9817667 L14/G02 F 179,600.00 ZZ 360 179,249.99 1 6.1250 1091.27 80 5.8750 1091.27 CARSON CITY NV 89701 1 01/18/05 00 0438984619 05 03/01/05 0.0000 204031109 O 02/01/35 0 9817685 L14/G02 F 105,000.00 ZZ 360 104,780.21 1 5.7500 612.76 59 5.5000 612.76 BROCKTON MA 02301 5 01/10/05 00 0438984262 01 03/01/05 0.0000 222207549 O 02/01/35 0 9817687 L14/G02 F 110,667.00 ZZ 360 110,355.84 1 5.8750 654.64 60 5.6250 654.64 FORT COLLINS CO 80528 1 01/27/05 00 0438981029 01 03/01/05 0.0000 104129694 O 02/01/35 0 9817689 L14/G02 F 285,000.00 ZZ 360 284,519.75 1 6.8750 1872.25 95 6.6250 1872.25 SOMERSET NJ 08837 2 01/10/05 11 0438983884 05 03/01/05 30.0000 214821830 O 02/01/35 0 9817691 L14/G02 F 223,000.00 ZZ 360 222,544.17 3 5.8750 1319.13 32 5.6250 1319.13 CITRUS HEIGHTSCA 95610 1 01/13/05 00 0438979288 05 03/01/05 0.0000 205214088 N 02/01/35 0 9817699 L14/G02 F 235,000.00 ZZ 360 235,000.00 1 6.0000 1175.00 64 5.7500 1175.00 VACAVILLE CA 95687 5 01/24/05 00 0438997587 05 03/01/05 0.0000 223302577 N 02/01/35 0 9817703 L14/G02 F 200,000.00 ZZ 360 199,581.36 2 5.7500 1167.15 48 5.5000 1167.15 LOS ANGELES CA 90062 5 01/24/05 00 0438982399 05 03/01/05 0.0000 217304048 O 02/01/35 0 9817707 L14/G02 F 171,776.00 ZZ 360 171,424.88 1 5.8750 1016.12 70 5.6250 1016.12 ANTHEM AZ 85086 1 01/17/05 00 0438987778 03 03/01/05 0.0000 112917572 O 02/01/35 0 9817717 L14/G02 F 189,000.00 ZZ 360 189,000.00 1 6.1250 964.69 75 5.8750 964.69 PITTSBORO IN 46167 5 01/11/05 00 0438986283 05 03/01/05 0.0000 222406041 O 02/01/35 0 9817719 L14/G02 F 89,100.00 ZZ 360 88,889.45 1 6.5000 563.18 90 6.2500 563.18 TRENTON NJ 08619 1 01/07/05 12 0438980856 05 03/01/05 25.0000 214821841 O 02/01/35 0 9817721 L14/G02 F 77,600.00 ZZ 360 77,441.37 1 5.8750 459.04 80 5.6250 459.04 CEDAR BLUFFS NE 68015 1 01/13/05 00 0438986259 05 03/01/05 0.0000 224200559 O 02/01/35 0 9817731 L14/G02 F 148,500.00 ZZ 360 148,203.58 1 6.0000 890.34 90 5.7500 890.34 TRINITY FL 34655 5 01/21/05 12 0438980526 05 03/01/05 25.0000 201330196 O 02/01/35 0 9817735 L14/G02 F 104,000.00 ZZ 360 104,000.00 1 6.1250 530.83 72 5.8750 530.83 ALBUQUERQUE NM 87110 5 12/17/04 00 0438984759 05 02/01/05 0.0000 219305231 O 01/01/35 0 9817739 L14/G02 F 304,610.00 ZZ 360 303,990.23 1 6.2500 1875.54 95 6.0000 1875.54 FRESNO CA 93727 1 01/17/05 12 0438984536 05 03/01/05 30.0000 121506602 O 02/01/35 0 9817741 L14/G02 F 128,600.00 ZZ 360 128,600.00 1 6.2500 669.79 36 6.0000 669.79 VENICE FL 34293 5 01/18/05 00 0438984411 03 03/01/05 0.0000 282900172 O 02/01/35 0 9817779 L14/G02 F 151,120.00 ZZ 360 150,818.35 1 6.0000 906.05 80 5.7500 906.05 OLATHE KS 66061 1 01/25/05 00 0438981144 03 03/01/05 0.0000 214507723 O 02/01/35 0 9817793 L14/G02 F 359,650.00 ZZ 360 358,842.18 1 5.3750 2013.94 77 5.1250 2013.94 MIDLOTHIAN VA 23114 1 01/28/05 00 0438981912 03 03/01/05 0.0000 117902492 O 02/01/35 0 9817799 L14/G02 F 167,600.00 ZZ 360 167,600.00 1 5.8750 820.54 80 5.6250 820.54 MARYSVILLE WA 98270 1 01/17/05 00 0438980328 03 03/01/05 0.0000 220207301 O 02/01/35 0 9817803 L14/G02 F 220,000.00 ZZ 360 220,000.00 1 5.7500 1054.17 80 5.5000 1054.17 DALLAS TX 75214 1 12/30/04 00 0438981789 05 02/01/05 0.0000 215508471 O 01/01/35 0 9817805 L14/G02 F 147,930.00 ZZ 360 147,485.97 1 6.0000 886.92 65 5.7500 886.92 BERLIN MD 21811 1 12/30/04 00 0438984106 09 02/01/05 0.0000 126401030 O 01/01/35 0 9817809 L14/G02 F 169,600.00 ZZ 360 169,600.00 1 6.1250 865.67 80 5.8750 865.67 GREENSBORO NC 27401 1 01/28/05 00 0438982431 05 03/01/05 0.0000 231105663 O 02/01/35 0 9817813 L14/G02 F 205,000.00 ZZ 360 204,590.82 1 6.0000 1229.08 74 5.7500 1229.08 MESA AZ 85207 1 01/18/05 00 0438984353 03 03/01/05 0.0000 202127197 O 02/01/35 0 9817815 L14/G02 F 145,350.00 ZZ 360 145,116.85 1 7.1250 979.25 95 6.8750 979.25 DUNEDIN FL 34698 1 01/24/05 04 0438984445 05 03/01/05 30.0000 231909171 O 02/01/35 0 9817819 L14/G02 F 115,289.00 ZZ 360 115,099.43 1 7.0000 767.03 90 6.7500 767.03 PALM COAST FL 32164 1 01/18/05 11 0438979155 05 03/01/05 25.0000 204720353 N 02/01/35 0 9817823 L14/G02 F 200,000.00 ZZ 360 199,385.27 1 5.8750 1183.08 50 5.6250 1183.08 LOVELAND CO 80537 5 12/22/04 00 0438982852 05 02/01/05 0.0000 203550398 O 01/01/35 0 9817837 L14/G02 F 74,800.00 ZZ 360 74,654.21 1 6.1250 454.50 80 5.8750 454.50 MYRTLE BEACH SC 29579 1 01/25/05 00 0438981003 01 03/01/05 0.0000 232903622 O 02/01/35 0 9817843 L14/G02 F 205,150.00 ZZ 360 204,759.67 1 6.2500 1263.15 80 6.0000 1263.15 PARRISH FL 34219 1 01/25/05 00 0438981722 03 03/01/05 0.0000 108513038 O 02/01/35 0 9817845 L14/G02 F 650,000.00 ZZ 360 650,000.00 1 5.8750 3182.29 65 5.6250 3182.29 GOLETA CA 93117 5 01/06/05 00 0438980898 05 03/01/05 0.0000 217340210 O 02/01/35 0 9817849 L14/G02 F 250,000.00 ZZ 360 250,000.00 1 6.1250 1276.04 51 5.8750 1276.04 MIAMI FL 33032 5 01/04/05 00 0438982167 05 03/01/05 0.0000 209606000 N 02/01/35 0 9818091 E22/G02 F 139,631.00 ZZ 360 139,501.67 1 6.3750 871.12 73 6.1250 871.12 RALEIGH NC 27617 5 02/14/05 00 0423004241 03 04/01/05 0.0000 0423004241 O 03/01/35 0 9818273 E22/G02 F 165,600.00 ZZ 360 165,446.62 1 6.3750 1033.13 80 6.1250 1033.13 WASHINGTON DC 20019 5 02/14/05 00 0423242353 07 04/01/05 0.0000 0423242353 O 03/01/35 0 9818313 E22/G02 F 99,920.00 ZZ 360 99,825.20 1 6.2500 615.22 80 6.0000 615.22 TOOELE UT 84074 1 02/16/05 00 0423268127 05 04/01/05 0.0000 0423268127 O 03/01/35 0 9818663 E82/G02 F 148,700.00 ZZ 360 148,551.97 1 6.0000 891.53 70 5.7500 891.53 LONGWOOD FL 32779 2 02/17/05 00 0401077847 05 04/01/05 0.0000 0401077847 O 03/01/35 0 9818673 E82/G02 F 122,900.00 T 360 122,777.65 1 6.0000 736.85 51 5.7500 736.85 LIBERTY ME 04949 2 02/21/05 00 0401073663 05 04/01/05 0.0000 0401073663 O 03/01/35 0 9818919 L14/G02 F 77,900.00 ZZ 360 77,765.48 1 6.7500 505.26 95 6.5000 505.26 PORT RICHEY FL 34668 1 01/28/05 11 0438985954 05 03/01/05 30.0000 201330124 O 02/01/35 0 9818933 L14/G02 F 189,000.00 ZZ 360 188,405.16 1 5.7500 1102.96 40 5.5000 1102.96 SANTEE CA 92071 5 12/16/04 00 0438987430 05 02/01/05 0.0000 223302564 O 01/01/35 0 9818943 L14/G02 F 164,000.00 ZZ 360 163,552.78 1 6.5000 1036.60 72 6.2500 1036.60 MODESTO CA 95354 5 12/21/04 00 0438988313 05 02/01/05 0.0000 214409496 O 01/01/35 0 9818947 L14/G02 F 52,800.00 ZZ 360 52,597.87 1 6.5000 333.74 79 6.2500 333.74 MIDLAND MI 48640 2 01/24/05 00 0438984767 05 03/01/05 0.0000 227400306 O 02/01/35 0 9818953 L14/G02 F 96,871.00 ZZ 360 96,707.75 1 6.8750 636.38 95 6.6250 636.38 SPRING HILL FL 34606 1 01/18/05 11 0438986812 05 03/01/05 30.0000 231909098 O 02/01/35 0 9818957 L14/G02 F 250,000.00 ZZ 360 250,000.00 1 6.0000 1250.00 59 5.7500 1250.00 CARMICHAEL CA 95608 5 01/26/05 00 0438986747 05 03/01/05 0.0000 204031765 N 02/01/35 0 9818977 L14/G02 F 132,000.00 ZZ 360 131,782.97 1 7.0000 878.20 80 6.7500 878.20 PHOENIX AZ 85007 1 01/01/05 00 0438982241 05 03/01/05 0.0000 202126929 N 02/01/35 0 9818981 L14/G02 F 150,000.00 ZZ 360 149,580.13 1 5.8750 887.31 54 5.6250 887.31 N LAS VEGAS NV 89084 1 01/11/05 00 0438986713 03 03/01/05 0.0000 134304700 N 02/01/35 0 9818983 L14/G02 F 139,150.00 ZZ 360 138,865.56 1 5.8750 823.13 80 5.6250 823.13 RIO RANCHO NM 87144 1 01/27/05 00 0438988214 05 03/01/05 0.0000 130105507 O 02/01/35 0 9818987 L14/G02 F 171,190.00 ZZ 360 170,908.53 1 7.0000 1138.93 95 6.7500 1138.93 EVERETT WA 98205 1 01/12/05 11 0438983587 01 03/01/05 35.0000 220207127 O 02/01/35 0 9818989 L14/G02 F 144,900.00 ZZ 360 144,637.31 1 6.5000 915.87 95 6.2500 915.87 ROCKWALL TX 75032 1 01/21/05 12 0438987455 03 03/01/05 30.0000 114229794 O 02/01/35 0 9818991 L14/G02 F 164,500.00 ZZ 360 163,676.87 1 6.1250 999.52 70 5.8750 999.52 SALEM NH 03079 5 01/03/05 00 0438985665 05 03/01/05 0.0000 215755376 O 02/01/35 0 9819001 L14/G02 F 217,500.00 ZZ 360 217,086.17 1 6.2500 1339.19 50 6.0000 1339.19 DOS PALOS CA 93620 1 01/26/05 00 0438982530 05 03/01/05 0.0000 214408752 N 02/01/35 0 9819005 L14/G02 F 166,500.00 ZZ 360 166,198.14 1 6.5000 1052.40 74 6.2500 1052.40 WINTER GARDEN FL 34787 5 01/26/05 00 0438986721 03 03/01/05 0.0000 208029756 O 02/01/35 0 9819013 L14/G02 F 222,700.00 ZZ 360 222,244.77 1 5.8750 1317.36 80 5.6250 1317.36 COLLEGE PARK GA 30349 1 01/11/05 00 0438981987 03 03/01/05 0.0000 121021288 O 02/01/35 0 9819017 L14/G02 F 141,108.00 ZZ 360 140,875.99 1 7.0000 938.80 95 6.7500 938.80 CARPENTERSVILLIL 60110 1 01/26/05 11 0438983447 01 03/01/05 30.0000 101218830 O 02/01/35 0 9819019 L14/G02 F 145,960.00 ZZ 360 145,521.88 1 6.0000 875.11 65 5.7500 875.11 BERLIN MD 21811 1 12/30/04 00 0438987646 05 02/01/05 0.0000 126401026 O 01/01/35 0 9819049 L14/G02 F 212,000.00 ZZ 360 211,566.64 1 5.8750 1254.07 80 5.6250 1254.07 HENDERSONVILLETN 37075 5 01/26/05 00 0438986135 05 03/01/05 0.0000 230329656 O 02/01/35 0 9819055 L14/G02 F 130,600.00 ZZ 360 129,685.50 1 6.3750 814.78 80 6.1250 814.78 DALLAS TX 75228 1 10/01/04 00 0438991127 05 12/01/04 0.0000 215507624 O 11/01/34 0 9819071 L14/G02 F 99,184.00 ZZ 360 98,999.79 1 6.3750 618.78 95 6.1250 618.78 FORT WORTH TX 76247 1 01/21/05 12 0438983280 03 03/01/05 30.0000 114229781 O 02/01/35 0 9819083 L14/G02 F 128,140.00 ZZ 360 127,907.67 1 6.5000 809.94 95 6.2500 809.94 CARPENTERSVILLIL 60110 1 01/27/05 12 0438987034 01 03/01/05 30.0000 101218174 O 02/01/35 0 9819089 L14/G02 F 145,000.00 ZZ 360 144,703.61 1 5.8750 857.73 60 5.6250 857.73 GILBERT AZ 85296 1 01/17/05 00 0438987349 03 03/01/05 0.0000 283600016 O 02/01/35 0 9819091 L14/G02 F 145,123.00 ZZ 360 144,679.49 1 6.2500 893.55 80 6.0000 893.55 SMYRNA TN 37167 1 12/30/04 00 0438989360 05 02/01/05 0.0000 281900797 O 01/01/35 0 9819093 L14/G02 F 435,000.00 ZZ 360 435,000.00 1 5.7500 2084.38 40 5.5000 2084.38 TEMPLETON CA 93465 2 01/18/05 00 0438987364 05 03/01/05 0.0000 217312665 O 02/01/35 0 9819095 L14/G02 F 146,250.00 ZZ 360 145,978.36 1 6.3750 912.41 75 6.1250 912.41 PALM BEACH GARFL 33418 5 01/10/05 00 0438977605 09 03/01/05 0.0000 202318073 O 02/01/35 0 9819103 L14/G02 F 106,000.00 ZZ 360 105,783.31 1 5.8750 627.04 80 5.6250 627.04 DENVER CO 80224 1 01/08/05 00 0438986341 05 03/01/05 0.0000 232808235 O 02/01/35 0 9819109 L14/G02 F 85,000.00 ZZ 360 84,856.77 1 6.8750 558.39 85 6.6250 558.39 NASHVILLE TN 37212 1 01/20/05 12 0438987224 05 03/01/05 25.0000 230330072 N 02/01/35 0 9819119 L14/G02 F 113,650.00 ZZ 360 113,443.95 1 6.5000 718.35 95 6.2500 718.35 CARPENTERSVILLIL 60110 1 01/19/05 12 0438982688 01 03/01/05 30.0000 101218033 O 02/01/35 0 9819125 L14/G02 F 130,450.00 ZZ 360 130,058.44 1 6.0000 782.12 75 5.7500 782.12 MCKINNEY TX 75070 1 12/29/04 00 0438985236 05 02/01/05 0.0000 114229459 O 01/01/35 0 9819127 L14/G02 F 132,000.00 ZZ 360 132,000.00 1 5.8750 646.25 60 5.6250 646.25 SUNNY ISLES FL 33160 2 01/20/05 00 0438982035 06 03/01/05 0.0000 209605940 N 02/01/35 0 9819155 X66/G02 F 139,000.00 TX 360 138,284.44 1 5.8750 822.24 76 5.6250 822.24 FORT WORTH TX 76179 5 10/04/04 00 0439008905 05 12/01/04 0.0000 0409270031 O 11/01/34 0 9819175 H58/G02 F 108,000.00 ZZ 360 107,897.53 1 6.2500 664.97 78 6.0000 664.97 KELSO WA 98626 2 02/03/05 00 0438974255 05 04/01/05 0.0000 0000275899 O 03/01/35 0 9819209 X89/G02 F 104,000.00 ZZ 360 103,914.75 1 7.0000 691.92 79 6.7500 691.92 STOCKBRIDGE GA 30281 2 02/16/05 00 0439000779 05 04/01/05 0.0000 3001683 O 03/01/35 0 9819239 U05/G02 F 100,000.00 TX 360 99,820.83 1 6.2500 615.72 76 6.0000 615.72 HOUSTON TX 77071 5 02/09/05 00 0438977068 03 04/01/05 0.0000 3000705975 O 03/01/35 0 9819259 L14/G02 F 326,300.00 ZZ 360 325,679.17 1 6.2500 2009.09 85 6.0000 2009.09 LAS VEGAS NV 89086 1 01/14/05 11 0438982662 03 03/01/05 12.0000 134304348 O 02/01/35 0 9819277 L14/G02 F 141,551.00 ZZ 360 141,294.37 1 6.5000 894.70 95 6.2500 894.70 AUSTIN TX 78723 1 01/11/05 12 0438983223 03 03/01/05 30.0000 100725602 O 02/01/35 0 9819289 L14/G02 F 329,000.00 ZZ 360 328,343.30 1 6.0000 1972.53 67 5.7500 1972.53 LAKE MARY FL 32746 1 01/28/05 00 0438983900 03 03/01/05 0.0000 100626096 O 02/01/35 0 9819309 L14/G02 F 308,512.00 ZZ 360 307,979.25 1 6.7500 2001.01 95 6.5000 2001.01 DALLAS TX 75214 1 01/28/05 04 0438982118 05 03/01/05 30.0000 215508465 O 02/01/35 0 9819311 Y21/G02 F 260,000.00 ZZ 360 259,162.21 1 5.6250 1496.71 80 5.3750 1496.71 FREEPORT NY 11520 5 12/27/04 00 0439003633 05 02/01/05 0.0000 204882354 O 01/01/35 0 9819465 E22/U57 F 135,200.00 ZZ 360 135,080.72 1 6.6250 865.70 80 6.3750 865.70 PULLMAN WA 99163 5 02/11/05 00 0423190552 05 04/01/05 0.0000 0423190552 O 03/01/35 0 9819625 E22/G02 F 97,200.00 ZZ 360 97,112.13 1 6.5000 614.37 80 6.2500 614.37 UNION MO 63084 5 02/16/05 00 0423205962 05 04/01/05 0.0000 0423205962 O 03/01/35 0 9819631 E22/U57 F 123,250.00 ZZ 360 123,133.06 1 6.2500 758.87 85 6.0000 758.87 WILMER AL 36587 5 02/16/05 04 0423207570 05 04/01/05 12.0000 0423207570 O 03/01/35 0 9819805 E22/G02 F 136,000.00 ZZ 360 135,885.75 1 6.8750 893.42 80 6.6250 893.42 SAINT LOUIS MO 63122 5 02/16/05 00 0423100734 05 04/01/05 0.0000 0423100734 O 03/01/35 0 9819851 E82/G02 F 124,400.00 ZZ 360 124,181.97 1 6.2500 765.95 68 6.0000 765.95 MINNEAPOLIS MN 55406 2 02/10/05 00 0401074208 05 04/01/05 0.0000 0401074208 O 03/01/35 0 9820017 E82/G02 F 130,000.00 ZZ 360 129,876.65 1 6.2500 800.43 75 6.0000 800.43 VIRGINIA BEACHVA 23454 2 02/16/05 00 0401070404 05 04/01/05 0.0000 0401070404 O 03/01/35 0 9820039 E82/G02 F 97,750.00 ZZ 360 97,657.25 1 6.2500 601.86 74 6.0000 601.86 TUCKER GA 30084 2 02/16/05 00 0401070867 05 04/01/05 0.0000 0401070867 O 03/01/35 0 9820127 P34/G02 F 220,000.00 ZZ 360 219,780.98 2 6.0000 1319.02 80 5.7500 1319.02 PROVIDENCE RI 02904 5 02/07/05 00 0438984858 05 04/01/05 0.0000 487009 O 03/01/35 0 9820139 E47/G02 F 136,800.00 ZZ 360 136,679.30 1 6.6250 875.95 90 6.3750 875.95 CLEARWATER FL 33763 1 02/18/05 14 0438975880 03 04/01/05 30.0000 7339012306 O 03/01/35 0 9820147 W08/G02 F 140,000.00 ZZ 360 139,873.43 1 6.5000 884.90 74 6.2500 884.90 MIAMI FL 33175 5 02/18/05 00 0438998270 07 04/01/05 0.0000 056493M O 03/01/35 0 9820171 P34/G02 F 160,000.00 ZZ 360 159,848.18 2 6.2500 985.15 69 6.0000 985.15 PROVIDENCE RI 02907 5 02/07/05 00 0438988453 05 04/01/05 0.0000 487161 O 03/01/35 0 9820179 L14/G02 F 62,500.00 ZZ 360 62,372.23 1 5.8750 369.72 53 5.6250 369.72 HENDERSONVILLETN 37075 5 01/26/05 00 0438980047 05 03/01/05 0.0000 230329941 O 02/01/35 0 9820181 L14/G02 F 317,800.00 T 360 316,663.16 1 6.0000 1905.38 80 5.7500 1905.38 WESTON FL 33332 1 01/19/05 00 0438979510 03 03/01/05 0.0000 120003551 O 02/01/35 0 9820299 L14/G02 F 234,992.00 ZZ 360 234,586.20 1 6.7500 1524.16 95 6.5000 1524.16 FRESNO CA 93722 1 01/10/05 12 0438996605 05 03/01/05 30.0000 121506593 O 02/01/35 0 9820607 E22/G02 F 103,500.00 ZZ 360 103,404.13 1 6.3750 645.71 90 6.1250 645.71 THEODORE AL 36582 2 02/17/05 04 0423316389 05 04/01/05 25.0000 0423316389 O 03/01/35 0 9820705 E22/U57 F 112,000.00 ZZ 360 111,888.50 1 6.0000 671.50 80 5.7500 671.50 YALE MI 48097 2 02/17/05 00 0422767988 05 04/01/05 0.0000 0422767988 O 03/01/35 0 9820745 E22/G02 F 125,000.00 ZZ 360 124,881.39 1 6.2500 769.65 67 6.0000 769.65 E DUBLIN GA 31027 5 02/17/05 00 0423054469 05 04/01/05 0.0000 0423054469 O 03/01/35 0 9820817 E22/G02 F 114,400.00 ZZ 360 113,684.00 1 5.8750 676.72 80 5.6250 676.72 MANCHACA TX 78652 2 02/15/05 00 0423161868 05 04/01/05 0.0000 0423161868 O 03/01/35 0 9821507 A46/G02 F 104,000.00 TX 360 103,903.67 1 6.3750 648.83 80 6.1250 648.83 GALVESTON TX 77554 5 02/14/05 00 0438991333 05 04/01/05 0.0000 0214186 O 03/01/35 0 9821619 313/G02 F 152,000.00 ZZ 360 151,710.79 3 6.2500 935.90 80 6.0000 935.90 NORTHBRIDGE MA 01534 1 01/20/05 00 0439025511 05 03/01/05 0.0000 10498376 N 02/01/35 0 9821627 313/G02 F 75,200.00 ZZ 360 75,019.75 1 6.2500 463.02 80 6.0000 463.02 SPOKANE VALLEYWA 99216 1 01/21/05 00 0439025305 05 03/01/05 0.0000 10509016 N 02/01/35 0 9821629 313/G02 F 207,920.00 ZZ 360 207,524.41 1 6.2500 1280.20 80 6.0000 1280.20 ELK GROVE VILLIL 60007 1 01/24/05 00 0439025255 05 03/01/05 0.0000 10506954 N 02/01/35 0 9822781 E22/G02 F 120,800.00 ZZ 360 120,570.86 1 6.5000 763.54 80 6.2500 763.54 NORTH POLE AK 99705 2 02/17/05 00 0423156330 05 04/01/05 0.0000 0423156330 O 03/01/35 0 9822893 E22/G02 F 116,000.00 ZZ 360 115,884.77 1 6.5000 733.20 93 6.2500 733.20 REDFORD MI 48240 2 02/18/05 04 0423226554 05 04/01/05 30.0000 0423226554 O 03/01/35 0 9823021 E22/G02 F 98,700.00 ZZ 360 98,604.07 1 6.1250 599.71 70 5.8750 599.71 HOUMA LA 70364 5 02/18/05 00 0423308519 05 04/01/05 0.0000 0423308519 O 03/01/35 0 9823055 E82/G02 F 244,980.00 ZZ 360 244,747.56 1 6.2500 1508.38 88 6.0000 1508.38 TRAVERSE CITY MI 49684 5 02/22/05 04 0401087515 05 04/01/05 25.0000 0401087515 O 03/01/35 0 9823083 E82/G02 F 148,000.00 ZZ 360 147,852.66 1 6.0000 887.33 83 5.7500 887.33 EAST WENATCHEEWA 98802 5 02/23/05 04 0401075403 05 04/01/05 12.0000 0401075403 O 03/01/35 0 9823325 E82/G02 F 99,800.00 ZZ 360 99,703.01 1 6.1250 606.39 78 5.8750 606.39 EASTON PA 18042 2 02/18/05 00 0401054812 05 04/01/05 0.0000 0401054812 O 03/01/35 0 9823327 E82/G02 F 162,300.00 ZZ 360 162,153.28 4 6.5000 1025.85 77 6.2500 1025.85 TOLEDO OH 43613 2 02/23/05 00 0401081625 05 04/01/05 0.0000 0401081625 N 03/01/35 0 9824249 N74/G02 F 106,000.00 ZZ 360 105,807.84 1 6.5000 669.99 74 6.2500 669.99 LEXINGTON NC 27295 5 02/15/05 00 0438989485 05 03/22/05 0.0000 0035870010 O 02/22/35 0 9824423 E22/U57 F 95,475.00 ZZ 360 95,382.20 1 6.1250 580.12 95 5.8750 580.12 GREENSBORO MD 21639 1 02/25/05 04 0423368299 05 04/01/05 30.0000 0423368299 N 03/01/35 0 9824461 E22/G02 F 106,250.00 ZZ 360 106,146.73 1 6.1250 645.59 85 5.8750 645.59 DULUTH GA 30096 2 02/21/05 04 0423335330 09 04/01/05 12.0000 0423335330 O 03/01/35 0 9824613 E22/G02 F 154,000.00 ZZ 360 153,857.37 1 6.3750 960.76 88 6.1250 960.76 ATLANTA GA 30310 5 02/21/05 04 0422534479 07 04/01/05 25.0000 0422534479 O 03/01/35 0 9824771 E22/U57 F 139,950.00 ZZ 360 139,810.68 1 6.0000 839.07 90 5.7500 839.07 VERO BEACH FL 32967 1 02/25/05 10 0423158526 05 04/01/05 30.0000 0423158526 N 03/01/35 0 9824847 E82/G02 F 194,750.00 ZZ 360 194,578.17 1 6.6250 1247.01 95 6.3750 1247.01 KENNEWICK WA 99338 5 02/24/05 04 0401076625 03 04/01/05 30.0000 0401076625 O 03/01/35 0 9825533 N16/G02 F 280,000.00 ZZ 360 279,467.26 1 6.2500 1724.01 80 6.0000 1724.01 SAN DIEGO CA 92123 5 02/22/05 00 0439021551 01 03/24/05 0.0000 562395236 O 02/24/35 0 9825601 L14/G02 F 316,800.00 ZZ 360 316,225.65 1 6.5000 2002.40 90 6.2500 2002.40 GILMANTON NH 03237 1 01/26/05 12 0438994246 05 03/01/05 25.0000 215711208 O 02/01/35 0 9825623 A50/U57 F 108,900.00 ZZ 360 108,726.68 1 6.2500 670.52 90 6.0000 670.52 ATHENS GA 30605 2 02/17/05 10 0438995854 05 04/01/05 25.0000 02192235 N 03/01/35 0 9826145 E22/U57 F 188,100.00 ZZ 360 187,921.53 1 6.2500 1158.16 95 6.0000 1158.16 MESA AZ 85208 1 02/18/05 10 0423342641 03 04/01/05 30.0000 0423342641 O 03/01/35 0 9826209 E22/G02 F 124,000.00 ZZ 360 123,642.82 1 5.8750 733.51 80 5.6250 733.51 MOSES LAKE WA 98837 2 02/18/05 00 0423356195 05 04/01/05 0.0000 0423356195 O 03/01/35 0 9826217 E22/G02 F 100,000.00 ZZ 360 99,909.60 1 6.5000 632.07 73 6.2500 632.07 YUMA AZ 85364 5 02/22/05 00 0423358787 05 04/01/05 0.0000 0423358787 O 03/01/35 0 9826291 E22/U57 F 118,160.00 ZZ 360 118,042.37 2 6.0000 708.43 79 5.7500 708.43 SPEARFISH SD 57783 5 02/23/05 00 0423386317 05 04/01/05 0.0000 0423386317 O 03/01/35 0 9826299 E22/U57 F 128,000.00 ZZ 360 127,872.58 1 6.0000 767.42 80 5.7500 767.42 SEATTLE WA 98118 1 02/24/05 00 0423389709 05 04/01/05 0.0000 0423389709 O 03/01/35 0 9826301 E22/G02 F 132,500.00 ZZ 360 132,368.10 1 6.0000 794.40 74 5.7500 794.40 CHATTAROY WA 99003 2 02/23/05 00 0423390632 05 04/01/05 0.0000 0423390632 O 03/01/35 0 9826311 E22/U57 F 117,562.00 ZZ 360 117,444.97 1 6.0000 704.84 95 5.7500 704.84 RANKIN MS 39042 1 02/28/05 10 0423395953 05 04/01/05 30.0000 0423395953 O 03/01/35 0 9826317 E22/G02 F 117,000.00 ZZ 360 116,883.53 1 6.0000 701.47 77 5.7500 701.47 COVINGTON KY 41017 2 02/22/05 00 0423400613 05 04/01/05 0.0000 0423400613 O 03/01/35 0 9826477 E22/G02 F 110,600.00 ZZ 360 110,497.56 1 6.3750 690.00 80 6.1250 690.00 LEAGUE CITY TX 77573 1 02/28/05 00 0423515212 03 04/01/05 0.0000 0423515212 O 03/01/35 0 9826515 E22/G02 F 113,400.00 ZZ 360 113,292.96 1 6.6250 726.11 90 6.3750 726.11 ONEONTA AL 35121 5 02/23/05 10 0423064278 05 04/01/05 25.0000 0423064278 O 03/01/35 0 9826615 E22/G02 F 136,500.00 ZZ 240 136,213.22 1 6.2500 997.72 74 6.0000 997.72 PORT ORCHARD WA 98366 5 02/22/05 00 0423185701 05 04/01/05 0.0000 0423185701 O 03/01/25 0 9826683 E22/U57 F 160,500.00 ZZ 360 160,351.35 1 6.3750 1001.31 82 6.1250 1001.31 KIMBERLING CITMO 65686 5 02/22/05 10 0423215847 05 04/01/05 12.0000 0423215847 O 03/01/35 0 9826687 E22/U57 F 152,000.00 ZZ 360 151,855.78 1 6.2500 935.89 80 6.0000 935.89 BREMEN GA 30110 2 02/22/05 00 0423216126 05 04/01/05 0.0000 0423216126 O 03/01/35 0 9826703 E22/U57 F 102,742.00 ZZ 360 102,644.51 1 6.2500 632.60 95 6.0000 632.60 WAYNESBORO VA 22980 1 02/28/05 04 0423232834 05 04/01/05 30.0000 0423232834 N 03/01/35 0 9826713 E22/G02 F 112,000.00 ZZ 360 111,896.27 2 6.3750 698.73 80 6.1250 698.73 RIVERVIEW FL 33569 1 02/28/05 00 0423241884 05 04/01/05 0.0000 0423241884 N 03/01/35 0 9826785 E22/U57 F 160,000.00 ZZ 360 159,855.36 1 6.5000 1011.31 80 6.2500 1011.31 BOISE ID 83709 2 02/18/05 00 0423261015 03 04/01/05 0.0000 0423261015 O 03/01/35 0 9826901 E22/U57 F 108,000.00 ZZ 360 107,895.03 1 6.1250 656.22 80 5.8750 656.22 COEUR D' ALENEID 83814 5 02/19/05 00 0423312255 05 04/01/05 0.0000 0423312255 O 03/01/35 0 9827461 F62/F62 F 140,000.00 ZZ 360 139,876.48 1 6.6250 896.44 80 6.3750 896.44 HOLLYWOOD FL 33023 5 02/25/05 00 44743 05 04/01/05 0.0000 44743 O 03/01/35 0 9827639 E22/G02 F 104,000.00 ZZ 360 103,893.97 1 5.8750 615.20 80 5.6250 615.20 PUEBLO CO 81003 2 02/24/05 00 0422757708 05 04/01/05 0.0000 0422757708 O 03/01/35 0 9827683 E22/G02 F 99,000.00 ZZ 360 98,906.06 1 6.2500 609.56 75 6.0000 609.56 SAINT LOUIS MO 63119 2 02/24/05 00 0423048925 05 04/01/05 0.0000 0423048925 O 03/01/35 0 9827783 E22/U57 F 123,500.00 ZZ 360 122,432.45 1 6.8750 811.31 95 6.6250 811.31 LEWISTON ID 83501 5 02/23/05 04 0423285006 05 04/01/05 30.0000 0423285006 O 03/01/35 0 9827827 E22/G02 F 118,400.00 ZZ 360 118,400.00 1 6.5000 641.33 80 6.2500 641.33 ALBANY OR 97322 1 02/25/05 00 0423321009 05 05/01/05 0.0000 0423321009 O 04/01/35 0 9827913 E22/U57 F 184,000.00 ZZ 360 183,816.83 1 6.0000 1103.17 80 5.7500 1103.17 SAN DIEGO CA 92113 1 02/25/05 00 0423419050 05 04/01/05 0.0000 0423419050 O 03/01/35 0 9827919 E22/U57 F 175,900.00 T 360 175,740.98 1 6.5000 1111.81 80 6.2500 1111.81 FORT MYERS BEAFL 33931 1 03/01/05 00 0423424589 06 04/01/05 0.0000 0423424589 O 03/01/35 0 9828267 M37/G02 F 108,000.00 ZZ 360 107,895.03 1 6.1250 656.22 80 5.8750 656.22 PAGE AZ 86040 1 02/24/05 00 0439000811 05 04/01/05 0.0000 622369 O 03/01/35 0 9828421 N74/G02 F 97,750.00 ZZ 360 97,564.02 1 6.2500 601.86 85 6.0000 601.86 WILKESBORO NC 28697 5 02/18/05 10 0438995979 05 03/24/05 25.0000 0035886010 O 02/24/35 0 9828537 E22/U57 F 166,400.00 ZZ 360 166,253.19 1 6.6250 1065.48 80 6.3750 1065.48 SAINT LOUIS MO 63129 5 02/25/05 00 0423440437 05 04/01/05 0.0000 0423440437 O 03/01/35 0 9828545 E22/U57 F 128,000.00 ZZ 360 127,878.55 1 6.2500 788.12 80 6.0000 788.12 COLORADO SPRINCO 80915 5 02/25/05 00 0423452820 05 04/01/05 0.0000 0423452820 O 03/01/35 0 9828615 E22/U57 F 96,000.00 ZZ 360 95,913.21 1 6.5000 606.79 78 6.2500 606.79 LINCOLN AL 35096 5 02/24/05 00 0423018779 05 04/01/05 0.0000 0423018779 O 03/01/35 0 9828771 E22/G02 F 121,400.00 ZZ 360 121,292.89 1 6.6250 777.34 95 6.3750 777.34 WICHITA KS 67209 2 02/25/05 04 0423327998 05 04/01/05 30.0000 0423327998 O 03/01/35 0 9828877 E22/G02 F 164,000.00 ZZ 360 164,000.00 1 6.2500 1009.78 80 6.0000 1009.78 COKEVILLE WY 83114 5 02/25/05 00 0423143056 05 05/01/05 0.0000 0423143056 O 04/01/35 0 9828895 E82/G02 F 94,600.00 ZZ 360 94,600.00 1 6.2500 582.47 68 6.0000 582.47 STURTEVANT WI 53177 2 02/28/05 00 0401069851 05 05/01/05 0.0000 0401069851 O 04/01/35 0 9828903 E82/G02 F 123,900.00 ZZ 360 123,779.58 1 6.1250 752.83 77 5.8750 752.83 ACWORTH GA 30101 2 02/28/05 00 0401082300 03 04/01/05 0.0000 0401082300 O 03/01/35 0 9828909 E82/G02 F 174,400.00 ZZ 360 174,400.00 1 6.1250 1059.67 71 5.8750 1059.67 JAMESTOWN NC 27282 2 02/28/05 00 0401071675 03 05/01/05 0.0000 0401071675 O 04/01/35 0 9829273 E82/G02 F 57,700.00 ZZ 360 57,642.56 1 6.0000 345.94 55 5.7500 345.94 CHICAGO IL 60628 2 02/21/05 00 0401073846 05 04/01/05 0.0000 0401073846 O 03/01/35 0 9829369 N74/G02 F 107,584.00 ZZ 360 107,379.31 1 6.2500 662.41 80 6.0000 662.41 LOUIOSVILLE KY 40245 1 02/28/05 00 0439019464 01 03/28/05 0.0000 2200003103 N 02/28/35 0 9829535 P01/G02 F 405,200.00 ZZ 360 405,200.00 1 6.2500 2494.89 78 6.0000 2494.89 CORINTH NY 12822 5 02/25/05 00 0439001090 05 05/01/05 0.0000 05000472 O 04/01/35 0 9829545 E11/G02 F 172,000.00 ZZ 360 171,836.80 1 6.2500 1059.03 80 6.0000 1059.03 TEMPE AZ 85283 1 02/16/05 00 0439003484 03 04/01/05 0.0000 0006001076983 N 03/01/35 0 9829551 144/144 F 120,000.00 ZZ 360 119,883.37 1 6.1250 729.13 49 5.8750 729.13 NEW WINDSOR NY 12553 5 02/23/05 00 04REUTERSHANG 05 04/01/05 0.0000 04REUTERSHANG N 03/01/35 0 9829573 P34/G02 F 205,000.00 ZZ 360 204,823.50 3 6.7500 1329.63 74 6.5000 1329.63 PROVIDENCE RI 02908 5 02/23/05 00 0439025545 05 04/01/05 0.0000 1000486731 O 03/01/35 0 9829583 Z11/G02 F 122,000.00 ZZ 360 121,881.43 1 6.1250 741.28 100 5.8750 741.28 BUCKNER MO 64016 2 02/25/05 04 0439007170 05 04/01/05 35.0000 110753578 O 03/01/35 0 9830029 E22/U57 F 158,000.00 ZZ 360 157,850.09 3 6.2500 972.83 80 6.0000 972.83 WENATCHEE WA 98801 1 02/24/05 00 0423220854 05 04/01/05 0.0000 0423220854 N 03/01/35 0 9830129 E22/G02 F 311,250.00 ZZ 360 311,250.00 2 6.2500 1916.42 75 6.0000 1916.42 SAINT PAUL MN 55105 5 03/03/05 00 0423444710 05 05/01/05 0.0000 0423444710 N 04/01/35 0 9831587 U85/G02 F 296,000.00 ZZ 360 295,719.15 1 6.2500 1822.52 78 6.0000 1822.52 PALATINE IL 60067 5 02/28/05 00 0439004896 05 04/01/05 0.0000 TQS88 O 03/01/35 0 9831915 S43/G02 F 472,000.00 ZZ 360 471,562.83 1 6.3750 2944.67 68 6.1250 2944.67 TIJERAS NM 87059 5 02/22/05 00 0439008897 05 04/01/05 0.0000 0958988000 O 03/01/35 0 9831949 U85/G02 F 67,200.00 ZZ 360 67,139.25 2 6.5000 424.75 80 6.2500 424.75 NEENAH WI 54956 1 03/01/05 00 0439007923 05 04/01/05 0.0000 0502280000 N 03/01/35 0 9832061 U05/G02 F 296,000.00 ZZ 360 295,732.41 1 6.5000 1870.92 80 6.2500 1870.92 NORTH EASTON MA 02356 2 02/18/05 00 0439031030 05 04/01/05 0.0000 3000713531 O 03/01/35 0 9832073 H49/G02 F 183,000.00 ZZ 360 182,826.36 1 6.2500 1126.76 78 6.0000 1126.76 BALLWIN MO 63011 5 02/14/05 00 0439007253 03 04/01/05 0.0000 638340 O 03/01/35 0 9832105 E82/G02 F 97,200.00 ZZ 360 97,200.00 1 6.0000 582.76 72 5.7500 582.76 KANKAKEE IL 60901 2 03/02/05 00 0401088471 05 05/01/05 0.0000 0401088471 O 04/01/35 0 9832169 E22/G02 F 222,000.00 ZZ 360 222,000.00 1 5.8750 1313.21 74 5.6250 1313.21 RIPON CA 95366 5 02/25/05 00 0423487214 05 05/01/05 0.0000 0423487214 O 04/01/35 0 9832195 E22/U57 F 160,000.00 ZZ 360 159,851.81 1 6.3750 998.19 75 6.1250 998.19 HENDERSONVILLENC 28739 2 03/04/05 00 0423533702 05 04/01/05 0.0000 0423533702 O 03/01/35 0 9832303 E22/G02 F 152,000.00 ZZ 360 152,000.00 4 6.7500 985.87 95 6.5000 985.87 MONTPELIER VT 05602 1 03/04/05 11 0423205285 05 05/01/05 30.0000 0423205285 O 04/01/35 0 9832317 E22/G02 F 118,000.00 ZZ 360 117,890.71 1 6.3750 736.17 59 6.1250 736.17 RIPPON WV 25441 5 02/28/05 00 0423221696 05 04/01/05 0.0000 0423221696 O 03/01/35 0 9832323 E22/G02 F 150,000.00 ZZ 360 150,000.00 1 6.5000 948.10 80 6.2500 948.10 TEANECK NJ 07666 5 03/04/05 00 0423226232 01 05/01/05 0.0000 0423226232 N 04/01/35 0 9832349 E22/U57 F 198,000.00 T 360 198,000.00 1 6.0000 1187.11 90 5.7500 1187.11 FLORENCE OR 97439 1 02/28/05 10 0423256619 05 05/01/05 25.0000 0423256619 O 04/01/35 0 9832359 E22/G02 F 286,000.00 ZZ 360 286,000.00 4 6.5000 1807.71 65 6.2500 1807.71 LONG BRANCH NJ 07740 5 03/04/05 00 0423267608 05 05/01/05 0.0000 0423267608 N 04/01/35 0 9832367 E22/G02 F 103,500.00 ZZ 360 103,406.44 1 6.5000 654.19 90 6.2500 654.19 MARTINSBURG WV 25401 5 03/04/05 10 0423275700 05 04/01/05 25.0000 0423275700 N 03/01/35 0 9832383 E22/G02 F 159,300.00 ZZ 360 159,300.00 4 6.8750 1046.49 90 6.6250 1046.49 POTTSTOWN PA 19464 1 03/04/05 10 0423298199 05 05/01/05 25.0000 0423298199 N 04/01/35 0 9832413 E22/U57 F 122,500.00 T 360 122,383.77 1 6.2500 754.25 69 6.0000 754.25 CAPE CORAL FL 33909 2 03/04/05 00 0423328954 05 04/01/05 0.0000 0423328954 O 03/01/35 0 9832417 E22/G02 F 210,000.00 ZZ 360 209,785.89 1 5.8750 1242.23 67 5.6250 1242.23 NEWTON NJ 07860 5 02/18/05 00 0423332600 05 04/01/05 0.0000 0423332600 O 03/01/35 0 9832439 E22/U57 F 140,000.00 ZZ 360 140,000.00 1 6.2500 862.00 88 6.0000 862.00 WINCHESTER VA 22602 1 03/04/05 10 0423355726 05 05/01/05 25.0000 0423355726 N 04/01/35 0 9832471 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.3750 623.87 69 6.1250 623.87 GRAND JUNCTIONCO 81501 5 03/04/05 00 0423370337 05 05/01/05 0.0000 0423370337 N 04/01/35 0 9832483 E22/G02 F 112,000.00 ZZ 360 112,000.00 1 6.3750 595.00 80 6.1250 595.00 LOUISVILLE KY 40258 5 02/28/05 00 0423383256 05 04/01/05 0.0000 0423383256 O 03/01/35 0 9832491 E22/G02 F 164,000.00 ZZ 360 163,855.31 1 6.6250 1050.11 80 6.3750 1050.11 BROOKLYN PARK MN 55443 5 02/28/05 00 0423400118 05 04/01/05 0.0000 0423400118 O 03/01/35 0 9833151 N74/G02 F 195,000.00 T 360 195,000.00 1 6.1250 995.31 80 5.8750 995.31 SOUTHPORT NC 28461 1 02/18/05 00 0439004425 05 04/01/05 0.0000 3300011641 O 03/01/35 0 9833171 N74/U57 F 161,000.00 ZZ 360 160,854.45 1 6.5000 1017.63 70 6.2500 1017.63 GREENSBORO NC 27405 1 03/01/05 00 0439009838 05 04/01/05 0.0000 2200003100 N 03/01/35 0 9833379 E22/G02 F 48,750.00 ZZ 360 48,312.91 1 7.3750 336.70 75 7.1250 336.70 BATON ROUGE LA 70817 2 03/07/05 00 0423535244 07 05/01/05 0.0000 0423535244 N 04/01/35 0 9833397 E22/U57 F 359,500.00 ZZ 360 359,149.63 1 6.2500 2213.50 80 6.0000 2213.50 DESTIN FL 32541 5 03/01/05 00 0423487107 03 04/01/05 0.0000 0423487107 O 03/01/35 0 9833419 E22/U57 F 108,000.00 ZZ 360 108,000.00 1 6.3750 673.78 80 6.1250 673.78 GUTHRIE OK 73044 5 03/02/05 00 0423516954 05 05/01/05 0.0000 0423516954 O 04/01/35 0 9833439 E22/G02 F 121,440.00 TX 360 121,440.00 1 6.0000 728.09 80 5.7500 728.09 SAN ANTONIO TX 78209 5 03/01/05 00 0423453778 05 05/01/05 0.0000 0423453778 O 04/01/35 0 9833473 E22/G02 F 170,000.00 ZZ 360 170,000.00 1 6.1250 1032.94 73 5.8750 1032.94 SACRAMENTO CA 95815 5 03/01/05 00 0423428465 05 05/01/05 0.0000 0423428465 N 04/01/35 0 9833495 E22/U57 F 110,400.00 ZZ 360 110,400.00 1 6.1250 670.80 80 5.8750 670.80 GIBSONBURG OH 43431 5 03/02/05 00 0423438720 05 05/01/05 0.0000 0423438720 O 04/01/35 0 9833597 E22/G02 F 103,200.00 ZZ 360 103,094.78 1 5.8750 610.47 80 5.6250 610.47 MONROE GA 30656 5 02/28/05 00 0423351733 05 04/01/05 0.0000 0423351733 O 03/01/35 0 9833601 E22/U57 F 109,800.00 ZZ 360 109,800.00 1 6.7500 712.16 90 6.5000 712.16 CLINTON MS 39056 5 03/07/05 04 0423352954 05 05/01/05 25.0000 0423352954 N 04/01/35 0 9833603 E22/U57 F 106,200.00 ZZ 360 106,200.00 1 6.7500 688.81 90 6.5000 688.81 CLINTON MS 39056 5 03/07/05 04 0423355429 05 05/01/05 25.0000 0423355429 N 04/01/35 0 9833611 E22/U57 F 93,600.00 ZZ 360 93,600.00 1 6.7500 607.09 90 6.5000 607.09 CLINTON MS 39056 5 03/07/05 04 0423357003 05 05/01/05 25.0000 0423357003 N 04/01/35 0 9833657 E22/G02 F 248,800.00 TX 360 248,800.00 1 6.0000 1491.68 80 5.7500 1491.68 WEATHERFORD TX 76087 5 03/02/05 00 0423342765 05 05/01/05 0.0000 0423342765 O 04/01/35 0 9833667 E22/G02 F 232,000.00 ZZ 360 232,000.00 1 5.8750 1372.37 80 5.6250 1372.37 SAINT GEORGE UT 84770 5 03/01/05 00 0423299007 05 05/01/05 0.0000 0423299007 O 04/01/35 0 9833717 E22/G02 F 160,000.00 ZZ 360 159,851.81 1 6.3750 998.19 80 6.1250 998.19 FORT PIERCE FL 34982 5 03/02/05 00 0423269323 05 04/01/05 0.0000 0423269323 O 03/01/35 0 9833751 E22/G02 F 84,550.00 ZZ 360 84,550.00 1 7.1250 569.63 95 6.8750 569.63 LAKELAND FL 33803 5 03/02/05 10 0423217389 05 05/01/05 30.0000 0423217389 O 04/01/35 0 9833783 E22/U57 F 99,000.00 ZZ 360 98,918.85 1 7.0000 658.65 67 6.7500 658.65 TEQUESTA FL 33469 5 03/01/05 00 0423134592 01 04/01/05 0.0000 0423134592 O 03/01/35 0 9833785 E22/G02 F 30,750.00 ZZ 360 30,723.53 1 6.7500 199.44 75 6.5000 199.44 MOBILE AL 36604 5 03/07/05 00 0423140995 05 04/01/05 0.0000 0423140995 N 03/01/35 0 9833813 E22/G02 F 197,600.00 TX 360 197,370.33 1 6.5000 1248.97 80 6.2500 1248.97 MARBLE FALLS TX 78654 5 03/02/05 00 0422950345 05 04/01/05 0.0000 0422950345 O 03/01/35 0 9833833 E22/G02 F 138,600.00 ZZ 360 138,600.00 3 6.7500 898.96 90 6.5000 898.96 TALLAHASSEE FL 32304 1 03/08/05 04 0423082312 05 05/01/05 25.0000 0423082312 N 04/01/35 0 9833843 E22/G02 F 44,200.00 ZZ 360 44,164.66 1 7.1250 297.78 85 6.8750 297.78 OMER MI 48749 5 03/01/05 04 0423099845 05 04/01/05 12.0000 0423099845 O 03/01/35 0 9834373 W02/G02 F 199,750.00 ZZ 360 199,526.17 1 5.3750 1118.54 85 5.1250 1118.54 FRANKLIN TN 37069 5 02/23/05 11 0439008251 05 04/01/05 12.0000 0090095874 O 03/01/35 0 9835511 X81/U57 F 99,000.00 ZZ 360 98,916.83 1 6.8750 650.36 70 6.6250 650.36 KERRICK MN 55756 5 02/25/05 00 0439031279 05 04/01/05 0.0000 9554592824 O 03/01/35 0 9835929 E22/G02 F 156,000.00 ZZ 360 156,000.00 1 5.8750 922.80 80 5.6250 922.80 LANCASTER CA 93535 5 03/01/05 00 0423324367 05 05/01/05 0.0000 0423324367 O 04/01/35 0 9835939 E22/G02 F 422,400.00 ZZ 360 422,400.00 1 6.0000 2112.00 80 5.7500 2112.00 RENO NV 89523 2 03/04/05 00 0423330612 03 05/01/05 0.0000 0423330612 O 04/01/35 0 9835995 E22/G02 F 141,600.00 ZZ 360 141,475.07 2 6.6250 906.68 80 6.3750 906.68 SAINT ALBANS VT 05478 5 03/03/05 00 0423027069 05 04/01/05 0.0000 0423027069 O 03/01/35 0 9836029 E22/G02 F 35,700.00 ZZ 360 35,700.00 1 6.0000 214.04 55 5.7500 214.04 SAN ANTONIO TX 78227 2 03/07/05 00 0423355791 03 05/01/05 0.0000 0423355791 N 04/01/35 0 9836033 E22/G02 F 38,600.00 ZZ 360 38,600.00 1 6.0000 231.43 47 5.7500 231.43 SAN ANTONIO TX 78245 2 03/07/05 00 0423357987 05 05/01/05 0.0000 0423357987 N 04/01/35 0 9836035 E22/G02 F 35,400.00 ZZ 360 35,400.00 1 6.0000 212.24 43 5.7500 212.24 SAN ANTONIO TX 78251 2 03/07/05 00 0423358019 05 05/01/05 0.0000 0423358019 N 04/01/35 0 9836039 E22/G02 F 38,200.00 TX 360 38,200.00 1 6.0000 229.03 48 5.7500 229.03 SAN ANTONIO TX 78245 5 03/07/05 00 0423358068 05 05/01/05 0.0000 0423358068 N 04/01/35 0 9836041 E22/G02 F 34,400.00 ZZ 360 34,400.00 1 6.0000 206.25 40 5.7500 206.25 SAN ANTONIO TX 78251 2 03/07/05 00 0423358076 05 05/01/05 0.0000 0423358076 N 04/01/35 0 9836043 E22/G02 F 47,000.00 TX 360 47,000.00 1 6.0000 281.79 52 5.7500 281.79 SAN ANTONIO TX 78245 5 03/07/05 00 0423358092 05 05/01/05 0.0000 0423358092 N 04/01/35 0 9836065 E22/U57 F 168,000.00 ZZ 360 168,000.00 1 6.6250 1075.72 80 6.3750 1075.72 WASILLA AK 99654 2 03/01/05 00 0423368489 05 05/01/05 0.0000 0423368489 O 04/01/35 0 9836087 E22/G02 F 260,000.00 ZZ 360 260,000.00 1 5.8750 1538.00 80 5.6250 1538.00 GREENWICH TOWNNJ 08886 5 03/03/05 00 0423384429 05 05/01/05 0.0000 0423384429 O 04/01/35 0 9836097 E22/U57 F 100,000.00 ZZ 360 100,000.00 1 6.5000 632.07 80 6.2500 632.07 NEW HAVEN CT 06511 5 03/08/05 00 0423393644 05 05/01/05 0.0000 0423393644 N 04/01/35 0 9836111 E22/U57 F 124,450.00 ZZ 360 124,337.49 2 6.5000 786.61 95 6.2500 786.61 KENNER LA 70062 1 03/07/05 10 0423409192 05 04/01/05 30.0000 0423409192 N 03/01/35 0 9836139 E22/G02 F 81,000.00 ZZ 360 81,000.00 1 6.8750 532.11 75 6.6250 532.11 ABERDEEN WA 98520 5 03/03/05 00 0423440924 05 05/01/05 0.0000 0423440924 N 04/01/35 0 9836161 E22/G02 F 52,720.00 ZZ 360 52,720.00 1 6.5000 333.23 80 6.2500 333.23 BIRMINGHAM AL 35207 1 03/08/05 00 0423463744 05 05/01/05 0.0000 0423463744 N 04/01/35 0 9836177 E22/G02 F 39,375.00 ZZ 360 39,341.09 1 6.7500 255.39 75 6.5000 255.39 ABERDEEN WA 98520 1 02/25/05 00 0423472604 05 04/01/05 0.0000 0423472604 N 03/01/35 0 9836203 E22/G02 F 80,000.00 ZZ 360 80,000.00 1 6.3750 499.10 69 6.1250 499.10 GOOSE CREEK SC 29445 2 03/08/05 00 0423515584 05 05/01/05 0.0000 0423515584 N 04/01/35 0 9836213 E22/U57 F 158,000.00 ZZ 360 158,000.00 1 5.8750 934.63 80 5.6250 934.63 ALBUQUERQUE NM 87123 2 03/07/05 00 0423537620 03 05/01/05 0.0000 0423537620 N 04/01/35 0 9836219 E22/U57 F 95,200.00 ZZ 360 95,200.00 1 6.8750 625.40 80 6.6250 625.40 ALBUQUERQUE NM 87112 5 03/03/05 00 0423546258 05 05/01/05 0.0000 0423546258 O 04/01/35 0 9837093 N74/U57 F 228,000.00 ZZ 360 227,803.70 1 6.7500 1478.80 95 6.5000 1478.80 HIGH POINT NC 27265 5 02/25/05 10 0439010752 03 04/02/05 30.0000 2200003079 O 03/02/35 0 9837111 356/G02 F 405,000.00 ZZ 360 404,596.82 1 6.0000 2428.18 78 5.7500 2428.18 VISTA CA 92081 5 02/15/05 00 0439043282 03 04/01/05 0.0000 29177680 O 03/01/35 0 9837375 M37/U57 F 128,000.00 ZZ 360 127,875.59 1 6.1250 777.74 80 5.8750 777.74 GLOBE AZ 85501 5 02/28/05 00 0439023136 05 04/01/05 0.0000 622281 O 03/01/35 0 9837815 E22/G02 F 106,000.00 T 360 106,000.00 1 6.0000 635.52 64 5.7500 635.52 EVERSON WA 98247 5 03/03/05 00 0422998013 05 05/01/05 0.0000 0422998013 O 04/01/35 0 9837847 E22/G02 F 86,250.00 ZZ 360 86,250.00 1 7.1250 581.08 75 6.8750 581.08 ELMIRA MI 49730 5 03/04/05 00 0423305309 05 05/01/05 0.0000 0423305309 O 04/01/35 0 9837855 E22/G02 F 539,200.00 ZZ 360 539,200.00 1 6.2500 2808.33 80 6.0000 2808.33 CORONA CA 92879 5 02/16/05 00 0423314269 03 04/01/05 0.0000 0423314269 O 03/01/35 0 9837859 E22/G02 F 51,920.00 ZZ 360 51,920.00 1 6.6250 332.45 80 6.3750 332.45 BIRMINGHAM AL 35208 1 03/09/05 00 0423316488 05 05/01/05 0.0000 0423316488 N 04/01/35 0 9837869 E22/G02 F 119,200.00 ZZ 360 119,200.00 1 6.1250 724.27 80 5.8750 724.27 EUGENE OR 97402 1 03/01/05 00 0423321991 05 05/01/05 0.0000 0423321991 N 04/01/35 0 9837923 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.0000 500.00 49 5.7500 500.00 COCONUT CREEK FL 33066 5 03/04/05 00 0423156694 03 05/01/05 0.0000 0423156694 O 04/01/35 0 9837975 E22/G02 F 125,400.00 ZZ 360 125,400.00 1 7.5000 876.81 95 7.2500 876.81 CARROLLTON GA 30117 5 03/02/05 04 0423253368 05 05/01/05 30.0000 0423253368 O 04/01/35 0 9837977 E22/U57 F 179,300.00 ZZ 360 179,300.00 1 6.1250 1089.45 85 5.8750 1089.45 SUMMERVILLE SC 29485 1 03/10/05 10 0423263680 05 05/01/05 20.0000 0423263680 N 04/01/35 0 9838037 E22/G02 F 107,000.00 ZZ 360 106,896.01 1 6.1250 650.14 28 5.8750 650.14 FRESNO CA 93720 2 02/28/05 00 0423384569 05 04/01/05 0.0000 0423384569 O 03/01/35 0 9838083 E22/U57 F 115,750.00 ZZ 360 115,750.00 1 5.8750 684.70 80 5.6250 684.70 ST LOUIS MO 63128 5 03/04/05 00 0423422252 05 05/01/05 0.0000 0423422252 O 04/01/35 0 9838085 E22/G02 F 165,000.00 ZZ 360 165,000.00 1 5.8750 976.04 79 5.6250 976.04 BONNERS FERRY ID 83805 5 03/03/05 00 0423425875 05 05/01/05 0.0000 0423425875 O 04/01/35 0 9838135 E22/G02 F 83,700.00 ZZ 360 83,700.00 1 6.8750 549.85 90 6.6250 549.85 FORT WAYNE IN 46805 2 03/09/05 04 0423472026 03 05/01/05 25.0000 0423472026 N 04/01/35 0 9838181 E22/U57 F 121,500.00 ZZ 360 121,500.00 1 5.8750 718.72 90 5.6250 718.72 SPOKANE WA 99217 5 03/04/05 10 0423545144 05 05/01/05 25.0000 0423545144 O 04/01/35 0 9838207 E22/U57 F 209,950.00 ZZ 360 209,950.00 1 6.3750 1309.81 70 6.1250 1309.81 SEATTLE WA 98118 5 03/03/05 00 0423588938 05 05/01/05 0.0000 0423588938 N 04/01/35 0 9838213 E22/U57 F 124,000.00 ZZ 360 124,000.00 1 6.0000 743.44 80 5.7500 743.44 AURORA IL 60505 2 03/04/05 00 0423207794 05 05/01/05 0.0000 0423207794 O 04/01/35 0 9838219 E82/G02 F 78,200.00 ZZ 360 78,200.00 1 6.3750 487.87 85 6.1250 487.87 RESERVE LA 70084 2 03/07/05 04 0401088448 05 05/01/05 12.0000 0401088448 O 04/01/35 0 9838235 E82/G02 F 165,000.00 ZZ 360 165,000.00 1 6.2500 1015.93 43 6.0000 1015.93 PEMBROKE PINESFL 33029 5 03/07/05 00 0401088535 03 05/01/05 0.0000 0401088539 O 04/01/35 0 9838383 Y69/G02 F 351,000.00 ZZ 360 350,642.14 1 5.8750 2076.30 80 5.6250 2076.30 CLARKSVILLE MD 21029 1 02/10/05 00 0439017948 01 04/01/05 0.0000 5010025288 O 03/01/35 0 9838387 Y69/G02 F 104,000.00 ZZ 360 103,893.97 1 5.8750 615.20 80 5.6250 615.20 HIAWASSEE GA 30546 5 02/09/05 00 0439050469 05 04/01/05 0.0000 5010023766 O 03/01/35 0 9838391 Y69/G02 F 184,000.00 ZZ 360 183,816.82 1 6.0000 1103.18 70 5.7500 1103.18 LAKE HAVASU CIAZ 86406 2 02/03/05 00 0439017757 05 04/01/05 0.0000 1010025118 O 03/01/35 0 9838393 Y69/G02 F 602,500.00 ZZ 360 601,885.72 1 5.8750 3564.02 57 5.6250 3564.02 ALAMO CA 94507 2 02/16/05 00 0439009499 05 04/01/05 0.0000 1040025696 O 03/01/35 0 9838395 Y69/G02 F 126,900.00 ZZ 360 126,770.61 1 5.8750 750.67 90 5.6250 750.67 RICHARDSON TX 75080 1 02/10/05 14 0439017864 09 04/01/05 25.0000 3010026339 O 03/01/35 0 9838403 Y69/G02 F 668,000.00 ZZ 360 667,318.94 1 5.8750 3951.48 80 5.6250 3951.48 SAND CITY CA 93955 1 02/01/05 00 0439052291 05 04/01/05 0.0000 1040019426 O 03/01/35 0 9838407 Y69/G02 F 475,000.00 ZZ 360 474,527.14 1 6.0000 2847.86 72 5.7500 2847.86 HORSESHOE BAY TX 78657 1 02/01/05 00 0439049743 05 04/01/05 0.0000 3010025286 O 03/01/35 0 9838423 Y69/G02 F 166,200.00 ZZ 360 166,038.46 1 6.1250 1009.85 95 5.8750 1009.85 SOUTH DAYTONA FL 32119 1 02/10/05 01 0439009739 05 04/01/05 30.0000 5010024020 O 03/01/35 0 9838425 Y69/G02 F 171,000.00 T 360 170,821.47 1 5.7500 997.91 90 5.5000 997.91 SCOTTSDALE AZ 85251 1 02/10/05 12 0439053331 05 04/01/05 25.0000 1010025830 O 03/01/35 0 9838427 Y69/G02 F 138,600.00 ZZ 360 138,462.02 1 6.0000 830.98 90 5.7500 830.98 BREMEN GA 30110 1 02/24/05 01 0439053919 05 04/01/05 25.0000 5010026524 O 03/01/35 0 9838433 Y69/G02 F 312,000.00 ZZ 360 311,681.90 1 5.8750 1845.60 80 5.6250 1845.60 LAS VEGAS NV 89123 1 02/12/05 00 0439009747 03 04/01/05 0.0000 1010026181 O 03/01/35 0 9838437 Y69/G02 F 310,200.00 ZZ 360 309,876.13 1 5.7500 1810.25 90 5.5000 1810.25 YUBA CITY CA 95993 1 02/28/05 14 0439017674 05 04/01/05 25.0000 1020026687 O 03/01/35 0 9838443 Y69/G02 F 206,250.00 ZZ 360 206,044.67 1 6.0000 1236.58 55 5.7500 1236.58 SCOTTSDALE AZ 85259 5 02/15/05 00 0439010703 03 04/01/05 0.0000 1010025885 O 03/01/35 0 9838445 Y69/G02 F 111,200.00 ZZ 360 111,091.91 1 6.1250 675.67 80 5.8750 675.67 PHOENIX AZ 85029 1 02/24/05 00 0439017393 03 04/01/05 0.0000 1010027097 O 03/01/35 0 9838451 Y69/G02 F 230,575.00 ZZ 360 230,339.92 1 5.8750 1363.94 55 5.6250 1363.94 HENDERSON NV 89074 2 02/11/05 00 0439017302 03 04/01/05 0.0000 1010025724 O 03/01/35 0 9838455 Y69/G02 F 137,000.00 ZZ 360 136,856.96 1 5.7500 799.50 95 5.5000 799.50 SNELLVILLE GA 30039 1 02/07/05 01 0439054719 03 04/01/05 30.0000 5010024860 O 03/01/35 0 9838457 Y69/G02 F 89,300.00 ZZ 360 89,211.10 1 6.0000 535.40 94 5.7500 535.40 DUNCANVILLE TX 75137 2 02/16/05 11 0439049586 05 04/01/05 30.0000 3010026653 O 03/01/35 0 9838461 Y69/G02 F 959,200.00 ZZ 360 958,198.53 2 5.7500 5597.64 80 5.5000 5597.64 STUDIO CITY CA 91604 2 02/17/05 00 0439051632 05 04/01/05 0.0000 1030025369 O 03/01/35 0 9838463 Y69/G02 F 62,200.00 ZZ 360 62,138.07 1 6.0000 372.93 95 5.7500 372.93 WEST MONROE LA 71291 1 02/09/05 12 0439011206 05 04/01/05 30.0000 3010025961 O 03/01/35 0 9838531 U05/G02 F 160,000.00 ZZ 360 159,855.36 1 6.5000 1011.31 79 6.2500 1011.31 VILLA RICA GA 30180 2 03/01/05 00 0439053745 05 04/01/05 0.0000 3000713107 N 03/01/35 0 9838681 J53/J53 F 75,920.00 T 360 75,775.56 1 6.2500 467.45 80 6.0000 467.45 BATON ROUGE LA 70816 1 02/04/05 00 11370964 01 03/01/05 0.0000 11370964 O 02/01/35 0 9838777 J53/J53 F 103,000.00 ZZ 360 102,892.46 1 5.7500 601.08 80 5.5000 601.08 HUNTSVILLE TX 77340 1 02/15/05 00 2502114 03 04/01/05 0.0000 2502114 O 03/01/35 0 9838801 F34/G02 F 107,100.00 ZZ 360 107,100.00 1 6.2500 659.43 80 6.0000 659.43 ALABASTER AL 35007 1 03/04/05 00 0439023433 03 05/01/05 0.0000 4900502210 N 04/01/35 0 9838963 A52/U57 F 414,000.00 ZZ 360 414,000.00 1 6.0000 2482.14 75 5.7500 2482.14 CUMMING GA 30041 2 03/09/05 00 0439020819 03 05/01/05 0.0000 32594 O 04/01/35 0 9839367 E22/G02 F 36,000.00 ZZ 360 36,000.00 1 6.7500 233.50 75 6.5000 233.50 EIGHT MILE AL 36613 1 03/10/05 00 0423614957 05 05/01/05 0.0000 0423614957 N 04/01/35 0 9839373 E22/G02 F 92,000.00 ZZ 360 92,000.00 1 6.3750 573.96 80 6.1250 573.96 COLUMBIA SC 29223 2 03/04/05 00 0423557826 05 05/01/05 0.0000 0423557826 O 04/01/35 0 9839395 E22/G02 F 61,750.00 ZZ 360 61,750.00 1 6.8750 405.65 95 6.6250 405.65 MEMPHIS TN 38114 1 03/10/05 04 0423540483 05 05/01/05 30.0000 0423540483 O 04/01/35 0 9839427 E22/U57 F 157,050.00 ZZ 360 157,050.00 1 6.6250 1005.61 89 6.3750 1005.61 APACHE JUNCTIOAZ 85220 5 03/02/05 04 0423467554 03 05/01/05 25.0000 0423467554 N 04/01/35 0 9839461 E22/G02 F 54,000.00 ZZ 360 54,000.00 4 6.6250 345.77 90 6.3750 345.77 SOUTH BEND IN 46616 1 03/10/05 04 0423402213 05 05/01/05 25.0000 0423402213 N 04/01/35 0 9839507 E22/U57 F 131,100.00 ZZ 360 131,100.00 1 6.3750 817.89 95 6.1250 817.89 DURHAM NC 27705 1 03/10/05 04 0423342161 05 05/01/05 30.0000 0423342161 N 04/01/35 0 9839523 E22/G02 F 133,800.00 ZZ 360 133,800.00 1 6.2500 823.83 80 6.0000 823.83 EUGENE OR 97402 1 03/01/05 00 0423379841 05 05/01/05 0.0000 0423379841 N 04/01/35 0 9839545 E22/G02 F 74,990.00 ZZ 360 74,990.00 1 7.1250 505.22 79 6.8750 505.22 ROGERS AR 72756 2 03/10/05 00 0423251958 05 05/01/05 0.0000 0423251958 N 04/01/35 0 9839581 E22/G02 F 116,000.00 ZZ 360 116,000.00 1 6.5000 733.20 71 6.2500 733.20 GRANVILLE OH 43023 1 03/10/05 00 0422952804 05 05/01/05 0.0000 0422952804 N 04/01/35 0 9839619 E82/G02 F 130,500.00 ZZ 360 130,500.00 2 6.2500 803.51 90 6.0000 803.51 SCRANTON PA 18504 2 03/08/05 04 0401092812 05 05/01/05 25.0000 0401092812 O 04/01/35 0 9839625 E82/G02 F 77,000.00 ZZ 360 77,000.00 1 6.3750 480.38 70 6.1250 480.38 HOTCHKISS CO 81419 2 03/08/05 00 0401082243 05 05/01/05 0.0000 0401082243 O 04/01/35 0 9839815 J53/J53 F 324,000.00 ZZ 360 323,707.10 1 6.5000 2047.90 80 6.2500 2047.90 SPRINGTOWN TX 76082 2 02/17/05 00 200500423 05 04/01/05 0.0000 200500423 O 03/01/35 0 9840143 U85/G02 F 220,500.00 ZZ 360 220,310.15 4 6.7500 1430.16 90 6.5000 1430.16 CUDAHY WI 53110 1 03/09/05 48 0439039207 05 04/09/05 25.0000 90328312 N 03/09/35 0 9840295 E82/G02 F 50,000.00 ZZ 360 50,000.00 1 7.3750 345.34 72 7.1250 345.34 TULSA OK 74115 2 03/14/05 00 0401080171 05 05/01/05 0.0000 0401080171 N 04/01/35 0 9840309 E82/G02 F 118,400.00 ZZ 360 118,400.00 2 6.5000 748.37 78 6.2500 748.37 ALBANY NY 12209 2 03/14/05 00 0401091616 05 05/01/05 0.0000 0401091616 N 04/01/35 0 9840311 E82/G02 F 123,500.00 ZZ 360 123,500.00 1 6.0000 740.45 95 5.7500 740.45 CASA GRANDE AZ 85222 2 03/10/05 04 0401082052 05 05/01/05 30.0000 0401082052 O 04/01/35 0 9840313 E82/G02 F 104,000.00 ZZ 360 104,000.00 1 6.6250 665.92 80 6.3750 665.92 WOODRIDGE IL 60517 5 03/10/05 00 0401073812 01 05/01/05 0.0000 0401073812 O 04/01/35 0 9840347 E22/U57 F 176,000.00 ZZ 360 176,000.00 1 6.2500 1083.66 80 6.0000 1083.66 SALT LAKE CITYUT 84108 5 03/08/05 00 0423547827 05 05/01/05 0.0000 0423547827 N 04/01/35 0 9840377 E22/G02 F 112,000.00 TX 360 112,000.00 1 6.8750 735.76 80 6.6250 735.76 HOUSTON TX 77031 5 03/07/05 00 0423501857 03 05/01/05 0.0000 0423501857 O 04/01/35 0 9840435 E22/G02 F 147,000.00 ZZ 360 147,000.00 1 6.0000 881.34 75 5.7500 881.34 PHOENIX AZ 85044 1 03/09/05 00 0423592997 05 05/01/05 0.0000 0423592997 N 04/01/35 0 9840493 E22/G02 F 155,200.00 ZZ 360 155,200.00 1 6.2500 955.59 80 6.0000 955.59 SUGAR LAND TX 77479 2 03/07/05 00 0423446681 03 05/01/05 0.0000 0423446681 O 04/01/35 0 9840505 E22/U57 F 260,000.00 ZZ 360 260,000.00 1 6.8750 1708.01 80 6.6250 1708.01 WARRIORS MARK PA 16877 2 03/07/05 00 0423457167 05 05/01/05 0.0000 0423457167 O 04/01/35 0 9840515 E22/G02 F 84,500.00 ZZ 360 84,500.00 1 6.1250 513.43 77 5.8750 513.43 SALT LAKE CITYUT 84116 2 03/07/05 00 0423417203 05 05/01/05 0.0000 0423417203 N 04/01/35 0 9840521 E22/G02 F 155,920.00 ZZ 360 155,506.33 1 6.1250 795.84 80 5.8750 795.84 KNOXVILLE TN 37932 1 03/11/05 00 0423421122 05 05/01/05 0.0000 0423421122 O 04/01/35 0 9840545 E22/G02 F 108,000.00 ZZ 360 108,000.00 1 6.5000 682.63 80 6.2500 682.63 MANHATTAN KS 66502 2 03/11/05 00 0423411347 05 05/01/05 0.0000 0423411347 N 04/01/35 0 9840559 E22/G02 F 305,000.00 ZZ 360 305,000.00 1 5.8750 1804.19 80 5.6250 1804.19 WOOSTER OH 44691 2 03/07/05 00 0423394022 05 05/01/05 0.0000 0423394022 O 04/01/35 0 9840561 E22/G02 F 111,000.00 ZZ 360 111,000.00 1 6.1250 674.45 70 5.8750 674.45 ALBUQUERQUE NM 87110 5 03/07/05 00 0423395839 05 05/01/05 0.0000 0423395839 O 04/01/35 0 9840583 E22/G02 F 191,200.00 ZZ 360 191,200.00 1 6.1250 1161.75 80 5.8750 1161.75 THOMPSON FALLSMT 59873 1 03/09/05 00 0423373638 05 05/01/05 0.0000 0423373638 N 04/01/35 0 9840605 E22/G02 F 232,700.00 ZZ 360 232,484.47 1 6.3750 1451.75 72 6.1250 1451.75 SOUTH RIVER NJ 08882 5 02/18/05 00 0423356138 05 04/01/05 0.0000 0423356138 O 03/01/35 0 9840637 E22/G02 F 107,000.00 ZZ 360 107,000.00 2 6.2500 658.82 52 6.0000 658.82 METAIRIE LA 70003 1 03/11/05 00 0423307586 05 05/01/05 0.0000 0423307586 O 04/01/35 0 9840681 E22/U57 F 180,000.00 ZZ 360 180,000.00 1 6.5000 1137.72 79 6.2500 1137.72 TIDEWATER OR 97390 5 03/07/05 00 0423271840 05 05/01/05 0.0000 0423271840 O 04/01/35 0 9840699 E22/G02 F 70,500.00 ZZ 360 70,500.00 1 5.7500 337.81 75 5.5000 337.81 TAMARAC FL 33321 2 03/10/05 00 0423149608 01 05/01/05 0.0000 0423149608 N 04/01/35 0 9840719 E22/G02 F 70,500.00 ZZ 360 70,500.00 1 5.7500 337.81 75 5.5000 337.81 TAMARAC FL 33321 2 03/10/05 00 0423214568 01 05/01/05 0.0000 0423214568 N 04/01/35 0 9840727 E22/G02 F 203,000.00 ZZ 360 203,000.00 1 6.5000 1283.10 69 6.2500 1283.10 GREENVILLE CA 95947 2 03/01/05 00 0423134691 05 05/01/05 0.0000 0423134691 O 04/01/35 0 9840755 E22/G02 F 104,000.00 ZZ 360 104,000.00 1 6.3750 648.82 80 6.1250 648.82 JERSEY CITY NJ 07306 1 03/11/05 00 0422920520 06 05/01/05 0.0000 0422920520 N 04/01/35 0 9840995 U05/G02 F 210,000.00 TX 360 210,000.00 1 6.2500 1293.01 80 6.0000 1293.01 DRIFTWOOD TX 78619 5 03/03/05 00 0439046525 05 05/01/05 0.0000 3000716200 O 04/01/35 0 9841047 U05/G02 F 34,200.00 ZZ 240 34,200.00 1 7.0000 265.15 95 6.7500 265.15 WINNSBORO TX 75494 1 03/01/05 14 0439050964 05 05/01/05 30.0000 3000709341 O 04/01/25 0 9841093 S43/G02 F 88,000.00 ZZ 360 88,000.00 1 6.2500 541.83 80 6.0000 541.83 MORA NM 87732 2 03/09/05 00 0439092685 05 05/01/05 0.0000 0963657000 N 04/01/35 0 9841127 W08/G02 F 119,920.00 ZZ 360 119,920.00 1 6.5000 757.98 80 6.2500 757.98 MIAMI FL 33177 1 03/11/05 00 0439057621 01 05/01/05 0.0000 056527M N 04/01/35 0 9841131 225/225 F 160,000.00 ZZ 360 159,702.83 1 6.3750 998.19 60 6.1250 998.19 EAST WINDSOR TNJ 08520 5 01/25/05 00 5712316 05 03/01/05 0.0000 5712316 O 02/01/35 0 9841133 225/225 F 333,700.00 ZZ 360 333,375.66 3 6.1250 2027.60 57 5.8750 2027.60 FREDRICKSBURG VA 22405 2 05/04/04 00 6973684 05 04/01/05 0.0000 6973684 O 03/01/35 0 9841141 225/225 F 750,000.00 ZZ 360 748,538.37 1 6.1250 4557.08 42 5.8750 4557.08 NEWPORT BEACH CA 92663 5 01/21/05 00 8954026 05 03/01/05 0.0000 8954026 O 02/01/35 0 9841143 225/225 F 450,000.00 ZZ 360 449,562.52 1 6.1250 2734.25 52 5.8750 2734.25 SOUTHWEST RANCFL 33331 2 04/25/03 00 6880619 05 04/01/05 0.0000 6880619 O 03/01/35 0 9841155 225/225 F 400,000.00 ZZ 360 294,446.14 1 6.0000 2398.20 63 5.7500 2398.20 BERNARDSVILLE NJ 07924 5 01/17/05 00 5710453 05 03/01/05 0.0000 5710453 O 02/01/35 0 9841159 225/225 F 181,800.00 ZZ 360 181,470.41 1 6.5000 1149.10 90 6.2500 1149.10 PANAMA CITY FL 32408 1 01/27/05 01 5711173 08 03/01/05 25.0000 5711173 O 02/01/35 0 9841163 225/225 F 626,500.00 ZZ 360 625,067.01 1 5.7500 3656.08 70 5.5000 3656.08 VIENNA VA 22182 5 01/27/05 00 5712550 05 03/01/05 0.0000 5712550 O 02/01/35 0 9841165 225/225 F 321,300.00 ZZ 360 321,009.55 1 6.5000 2030.83 90 6.2500 2030.83 KENSINGTON MD 20895 1 02/04/05 01 5712458 05 04/01/05 25.0000 5712458 O 03/01/35 0 9841175 225/225 F 600,000.00 ZZ 360 597,535.05 1 5.8750 3549.23 43 5.6250 3549.23 WASHINGTON DC 20016 5 11/09/04 00 005702892 05 01/01/05 0.0000 005702892 O 12/01/34 0 9841179 225/225 F 148,500.00 ZZ 360 148,183.60 1 6.5000 938.62 90 6.2500 938.62 MIMS FL 32754 1 01/18/05 01 005705828 05 03/01/05 30.0000 005705828 O 02/01/35 0 9841197 225/225 F 193,500.00 ZZ 360 193,113.78 1 6.0000 1160.13 90 5.7500 1160.13 FRANKLIN TN 37067 1 01/27/05 10 005715236 05 03/01/05 25.0000 005715236 O 02/01/35 0 9841203 225/225 F 364,000.00 ZZ 360 363,273.47 1 6.0000 2182.36 80 5.7500 2182.36 HOPEWELL TWNSPPA 17363 5 01/14/05 00 005714150 05 03/01/05 0.0000 005714150 O 02/01/35 0 9841207 225/225 F 81,000.00 ZZ 360 80,842.16 1 6.1250 492.16 62 5.8750 492.16 GRANBY CT 06035 1 01/31/05 00 005719547 05 03/01/05 0.0000 005719547 O 02/01/35 0 9841209 225/225 F 450,000.00 ZZ 360 447,213.30 1 5.8750 2661.92 57 5.6250 2661.92 ORLANDO FL 32809 2 09/28/04 00 006851339 05 11/01/04 0.0000 006851339 O 10/01/34 0 9841533 N74/G02 F 300,000.00 ZZ 360 299,722.14 1 6.3750 1871.61 94 6.1250 1871.61 TANEYTOWN MD 21787 2 03/04/05 01 0439069543 05 04/15/05 30.0000 0035959010 O 03/15/35 0 9841549 T29/G02 F 156,800.00 ZZ 360 156,661.66 1 6.6250 1004.01 80 6.3750 1004.01 GLENDALE AZ 85310 1 02/18/05 00 0439037391 05 04/01/05 0.0000 0001611036 N 03/01/35 0 9841577 N74/G02 F 206,625.00 ZZ 360 206,419.31 1 6.0000 1238.82 95 5.7500 1238.82 ASHEBORO NC 27203 2 03/03/05 10 0439028317 05 04/08/05 30.0000 0035952010 O 03/08/35 0 9841659 E22/G02 F 64,000.00 ZZ 360 64,000.00 1 5.8750 378.58 80 5.6250 378.58 HARRISBURG NC 28075 1 03/14/05 00 0423427103 05 05/01/05 0.0000 0423427103 N 04/01/35 0 9841675 E22/G02 F 183,800.00 ZZ 360 183,800.00 1 6.1250 938.15 60 5.8750 938.15 SACRAMENTO CA 95822 1 03/07/05 00 0423571769 05 05/01/05 0.0000 0423571769 N 04/01/35 0 9841693 E22/G02 F 290,400.00 T 360 290,400.00 1 6.1250 1764.50 80 5.8750 1764.50 SALT LAKE CITYUT 84121 1 03/09/05 00 0423589126 08 05/01/05 0.0000 0423589126 O 04/01/35 0 9841703 E22/G02 F 133,475.00 ZZ 360 133,475.00 1 6.1250 811.01 95 5.8750 811.01 ARDEN NC 28704 1 03/14/05 01 0423592500 05 05/01/05 30.0000 0423592500 O 04/01/35 0 9841753 E22/G02 F 54,400.00 ZZ 360 54,400.00 1 6.7500 352.84 85 6.5000 352.84 LOCK HAVEN PA 17745 5 03/09/05 04 0423560093 05 05/01/05 12.0000 0423560093 O 04/01/35 0 9841759 E22/G02 F 100,800.00 ZZ 360 100,800.00 1 6.3750 628.86 80 6.1250 628.86 BUCKEYE AZ 85326 1 03/08/05 00 0423561422 05 05/01/05 0.0000 0423561422 O 04/01/35 0 9841801 E22/G02 F 215,200.00 ZZ 240 215,200.00 1 5.8750 1526.28 80 5.6250 1526.28 COWETA OK 74429 5 03/08/05 00 0423449560 05 05/01/05 0.0000 0423449560 O 04/01/25 0 9841811 E22/G02 F 63,650.00 ZZ 360 63,650.00 1 6.7500 412.83 95 6.5000 412.83 BURNHAM PA 17009 5 03/08/05 04 0423457605 05 05/01/05 30.0000 0423457605 O 04/01/35 0 9841819 E22/G02 F 74,000.00 ZZ 360 74,000.00 1 6.1250 449.63 80 5.8750 449.63 BATON ROUGE LA 70817 1 03/14/05 00 0423472539 05 05/01/05 0.0000 0423472539 N 04/01/35 0 9841821 E22/G02 F 56,324.00 ZZ 360 56,324.00 1 6.1250 342.23 80 5.8750 342.23 BATON ROUGE LA 70816 1 03/14/05 00 0423472794 05 05/01/05 0.0000 0423472794 N 04/01/35 0 9841913 E22/G02 F 96,000.00 ZZ 360 96,000.00 1 6.7500 622.65 80 6.5000 622.65 HART MI 49420 5 03/08/05 00 0423138627 05 05/01/05 0.0000 0423138627 O 04/01/35 0 9841955 E22/U57 F 135,200.00 ZZ 360 135,200.00 2 6.6250 865.70 80 6.3750 865.70 VANCOUVER WA 98663 5 03/09/05 00 0423254515 05 05/01/05 0.0000 0423254515 N 04/01/35 0 9841971 E22/G02 F 205,000.00 ZZ 360 205,000.00 2 6.5000 1295.74 79 6.2500 1295.74 KENNEWICK WA 99337 2 03/02/05 00 0423284504 05 05/01/05 0.0000 0423284504 N 04/01/35 0 9841987 E22/G02 F 68,000.00 ZZ 360 68,000.00 1 6.2500 418.69 80 6.0000 418.69 PUEBLO CO 81003 2 03/14/05 00 0423313014 05 05/01/05 0.0000 0423313014 N 04/01/35 0 9842109 E22/G02 F 70,000.00 ZZ 360 70,000.00 1 6.2500 431.00 76 6.0000 431.00 HARRISON AR 72601 5 03/08/05 00 0423505700 05 05/01/05 0.0000 0423505700 O 04/01/35 0 9842111 E22/G02 F 108,000.00 ZZ 360 108,000.00 1 6.3750 573.75 94 6.1250 573.75 SALT LAKE CITYUT 84118 5 03/08/05 10 0423506237 05 05/01/05 30.0000 0423506237 O 04/01/35 0 9842113 E22/G02 F 134,000.00 ZZ 360 134,000.00 4 6.5000 846.97 64 6.2500 846.97 METAIRIE LA 70001 2 03/14/05 00 0423507003 05 05/01/05 0.0000 0423507003 N 04/01/35 0 9842127 E22/G02 F 73,600.00 ZZ 360 73,600.00 1 6.3750 459.17 80 6.1250 459.17 ST. BERNARD LA 70094 2 03/11/05 00 0423513282 05 05/01/05 0.0000 0423513282 N 04/01/35 0 9842145 E22/G02 F 117,000.00 ZZ 360 117,000.00 1 6.8750 768.61 90 6.6250 768.61 LOUISVILLE KY 40241 2 03/14/05 04 0423526771 05 05/01/05 25.0000 0423526771 N 04/01/35 0 9842157 E22/U57 F 108,800.00 ZZ 360 108,800.00 1 6.7500 705.67 80 6.5000 705.67 DEARBORN MI 48124 5 03/08/05 00 0423536622 05 05/01/05 0.0000 0423536622 O 04/01/35 0 9842211 E82/G02 F 153,500.00 ZZ 360 153,500.00 4 6.5000 970.22 75 6.2500 970.22 BLUE SPRINGS MO 64015 2 03/15/05 00 0401088422 05 05/01/05 0.0000 0401088422 N 04/01/35 0 9842213 E82/G02 F 153,500.00 ZZ 360 153,500.00 4 6.5000 970.22 75 6.2500 970.22 BLUE SPRINGS MO 64015 2 03/15/05 00 0401088430 05 05/01/05 0.0000 0401088430 N 04/01/35 0 9843269 G27/G02 F 208,000.00 ZZ 360 207,820.92 1 6.7500 1349.08 80 6.5000 1349.08 BEAUMONT CA 92223 5 02/23/05 00 0439063603 05 04/01/05 0.0000 258050019 O 03/01/35 0 9843309 U28/G02 F 117,280.00 ZZ 360 117,280.00 1 6.6250 750.96 80 6.3750 750.96 JESUP GA 31545 2 03/11/05 00 0439062399 05 05/01/05 0.0000 2000038217 N 04/01/35 0 9845633 E22/G02 F 139,000.00 TX 360 139,000.00 1 6.2500 855.85 67 6.0000 855.85 HOUSTON TX 77008 5 03/14/05 00 0423162825 05 05/01/05 0.0000 0423162825 N 04/01/35 0 9845641 E22/G02 F 37,500.00 ZZ 360 37,500.00 1 6.5000 237.03 75 6.2500 237.03 BATON ROUGE LA 70805 5 03/15/05 00 0423196229 05 05/01/05 0.0000 0423196229 N 04/01/35 0 9845663 E22/U57 F 320,000.00 ZZ 360 320,000.00 1 6.8750 2102.17 80 6.6250 2102.17 LAKE ELSINORE CA 92530 5 03/10/05 00 0423253103 05 05/01/05 0.0000 0423253103 O 04/01/35 0 9845707 E22/G02 F 148,320.00 ZZ 360 148,320.00 4 6.6250 949.71 90 6.3750 949.71 ROANOKE VA 24016 1 03/15/05 04 0423339829 05 05/01/05 25.0000 0423339829 N 04/01/35 0 9845711 E22/G02 F 200,250.00 ZZ 360 200,250.00 4 6.6250 1282.22 90 6.3750 1282.22 FORT WALTON BEFL 32547 1 03/15/05 10 0423346352 05 05/01/05 25.0000 0423346352 N 04/01/35 0 9845751 E22/G02 F 104,400.00 ZZ 360 104,400.00 1 6.5000 565.50 90 6.2500 565.50 SAGINAW MI 48601 5 03/10/05 04 0423419498 05 05/01/05 25.0000 0423419498 O 04/01/35 0 9845753 E22/U57 F 103,000.00 ZZ 360 103,000.00 1 6.1250 625.84 70 5.8750 625.84 WOODLAND PARK CO 80863 2 03/15/05 00 0423421684 05 05/01/05 0.0000 0423421684 N 04/01/35 0 9845829 E22/G02 F 116,000.00 ZZ 360 116,000.00 1 6.5000 733.20 80 6.2500 733.20 PHOENIX AZ 85021 1 03/08/05 00 0423514835 05 05/01/05 0.0000 0423514835 O 04/01/35 0 9845857 E22/G02 F 43,500.00 ZZ 360 43,500.00 1 6.5000 274.95 75 6.2500 274.95 BATON ROUGE LA 70805 5 03/15/05 00 0423536325 05 05/01/05 0.0000 0423536325 N 04/01/35 0 9845953 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.6250 640.31 80 6.3750 640.31 SAN ANTONIO TX 78230 1 03/15/05 00 0423660349 05 05/01/05 0.0000 0423660349 N 04/01/35 0 9846381 L20/U57 F 153,200.00 ZZ 360 153,200.00 1 6.2500 943.28 80 6.0000 943.28 KAMAS UT 84036 1 03/09/05 00 0439079484 05 05/01/05 0.0000 1011240071 O 04/01/35 0 9846457 144/144 F 226,000.00 ZZ 360 225,775.02 1 6.0000 1354.98 80 5.7500 1354.98 KINGSTON NY 12401 1 03/01/05 00 160766931 05 04/01/05 0.0000 160766931 N 03/01/35 0 9846521 T29/G02 F 144,000.00 ZZ 360 144,000.00 1 6.2500 886.63 80 6.0000 886.63 SHOW LOW AZ 85901 1 03/03/05 00 0439065426 05 05/01/05 0.0000 0001611801 O 04/01/35 0 9847063 E22/U57 F 97,600.00 ZZ 360 97,600.00 1 6.5000 616.90 80 6.2500 616.90 PAYETTE ID 83661 5 03/01/05 00 0423418607 05 05/01/05 0.0000 0423418607 O 04/01/35 0 9847077 E22/U57 F 200,000.00 ZZ 360 200,000.00 1 6.0000 1199.10 80 5.7500 1199.10 ASHVILLE OH 43103 1 03/16/05 00 0423428507 05 05/01/05 0.0000 0423428507 O 04/01/35 0 9847081 E22/G02 F 152,800.00 ZZ 360 152,800.00 1 6.7500 991.06 80 6.5000 991.06 PHOENIX AZ 85050 2 03/10/05 00 0423431287 01 05/01/05 0.0000 0423431287 N 04/01/35 0 9847161 E22/G02 F 81,750.00 ZZ 360 81,750.00 2 6.7500 530.23 75 6.5000 530.23 NEW ORLEANS LA 70122 5 03/16/05 00 0423481316 05 05/01/05 0.0000 0423481316 N 04/01/35 0 9847269 E22/G02 F 260,000.00 ZZ 360 260,000.00 3 6.2500 1600.86 49 6.0000 1600.86 SANTA ANA CA 92703 5 03/11/05 00 0423527415 05 05/01/05 0.0000 0423527415 O 04/01/35 0 9847273 E22/G02 F 72,000.00 ZZ 360 72,000.00 1 6.6250 461.02 80 6.3750 461.02 EULESS TX 76039 1 03/10/05 00 0423529262 07 05/01/05 0.0000 0423529262 N 04/01/35 0 9847295 E22/G02 F 90,000.00 ZZ 360 90,000.00 1 6.0000 450.00 72 5.7500 450.00 HILLIARD OH 43026 5 03/11/05 00 0423550938 05 05/01/05 0.0000 0423550938 O 04/01/35 0 9847297 E22/G02 F 131,500.00 ZZ 360 131,500.00 1 6.3750 820.39 78 6.1250 820.39 PLANO TX 75023 2 03/16/05 00 0423551290 05 05/01/05 0.0000 0423551290 N 04/01/35 0 9847331 E22/U57 F 155,000.00 ZZ 360 155,000.00 1 6.3750 967.00 80 6.1250 967.00 WESTLAKE LA 70669 2 03/11/05 00 0423590017 05 05/01/05 0.0000 0423590017 O 04/01/35 0 9847339 E22/G02 F 50,000.00 TX 360 50,000.00 1 7.6250 353.90 74 7.3750 353.90 LAREDO TX 78041 5 03/16/05 00 0423593904 09 05/01/05 0.0000 0423593904 N 04/01/35 0 9847357 E22/G02 F 159,000.00 ZZ 360 159,000.00 1 6.0000 953.29 76 5.7500 953.29 HOPATCONG NJ 07821 5 03/11/05 00 0423610187 05 05/01/05 0.0000 0423610187 O 04/01/35 0 9847379 E22/G02 F 348,000.00 ZZ 360 348,000.00 1 6.6250 2228.28 80 6.3750 2228.28 WHITTIER CA 90604 5 03/10/05 00 0423627561 05 05/01/05 0.0000 0423627561 O 04/01/35 0 9847391 E22/G02 F 50,400.00 ZZ 360 50,400.00 1 7.8750 365.43 90 7.6250 365.43 TULSA OK 74106 1 03/16/05 10 0423660794 05 05/01/05 25.0000 0423660794 N 04/01/35 0 9847445 E22/U57 F 175,000.00 ZZ 360 175,000.00 1 6.1250 1063.32 39 5.8750 1063.32 EL CAJON CA 92021 5 03/05/05 00 0423389949 05 05/01/05 0.0000 0423389949 N 04/01/35 0 9847465 883/G02 F 59,900.00 T 360 59,900.00 1 6.8750 393.51 76 6.6250 393.51 BELLEVIEW FL 34420 1 03/11/05 00 0439069238 05 05/01/05 0.0000 60002019 O 04/01/35 0 9847577 P27/G02 F 228,000.00 ZZ 360 227,773.02 1 6.0000 1366.98 95 5.7500 1366.98 MESA AZ 85215 5 02/17/05 01 0439098526 05 04/01/05 30.0000 3220540879 O 03/01/35 0 9847943 U85/G02 F 63,000.00 ZZ 360 63,000.00 1 6.2500 387.90 90 6.0000 387.90 KANSAS CITY MO 64130 1 03/16/05 12 0439088220 05 05/01/05 25.0000 TQS108 N 04/01/35 0 9848141 696/G02 F 250,400.00 ZZ 360 250,150.73 1 6.0000 1501.27 80 5.7500 1501.27 CHEVERLY MD 20785 1 03/09/05 00 0439057266 05 04/01/05 0.0000 24605025 O 03/01/35 0 9848199 G27/G02 F 158,400.00 ZZ 360 158,400.00 1 6.0000 792.00 80 5.7500 792.00 BAKERSFIELD CA 93314 1 03/07/05 00 0439084658 05 05/01/05 0.0000 32704063 O 04/01/35 0 9848381 F62/F62 F 121,500.00 ZZ 360 121,500.00 1 6.8750 798.17 90 6.6250 798.17 MIAMI LAKES FL 33014 1 03/11/05 04 44929 01 05/01/05 25.0000 44929 O 04/01/35 0 9848401 P09/G02 F 265,000.00 ZZ 360 265,000.00 1 6.0000 1588.81 85 5.7500 1588.81 BOWIE MD 20720 2 03/04/05 10 0439084088 03 05/01/05 12.0000 050106002 O 04/01/35 0 9848717 E22/G02 F 111,600.00 ZZ 360 111,600.00 1 6.1250 678.09 90 5.8750 678.09 MANDEVILLE LA 70448 1 03/17/05 10 0423407568 05 05/01/05 25.0000 0423407568 N 04/01/35 0 9848719 E22/G02 F 72,000.00 ZZ 360 72,000.00 4 6.6250 461.02 90 6.3750 461.02 WICHITA KS 67211 1 03/15/05 10 0423419209 05 05/01/05 25.0000 0423419209 N 04/01/35 0 9848723 E22/G02 F 72,000.00 ZZ 360 72,000.00 4 6.6250 461.02 90 6.3750 461.02 WICHITA KS 67221 1 03/15/05 04 0423420017 05 05/01/05 25.0000 0423420017 N 04/01/35 0 9848739 E22/G02 F 559,400.00 ZZ 360 559,400.00 1 6.1250 3398.97 66 5.8750 3398.97 LINDEN CA 95236 2 03/04/05 00 0423444355 05 05/01/05 0.0000 0423444355 O 04/01/35 0 9848805 E22/G02 F 90,400.00 ZZ 360 90,400.00 1 6.5000 571.39 80 6.2500 571.39 COLLEGE STATIOTX 77845 1 03/17/05 00 0423542935 03 05/01/05 0.0000 0423542935 N 04/01/35 0 9848823 E22/U57 F 157,500.00 ZZ 360 157,500.00 1 6.2500 969.75 90 6.0000 969.75 SAN ANTONIO TX 78209 1 03/17/05 10 0423587682 05 05/01/05 25.0000 0423587682 N 04/01/35 0 9848831 E22/G02 F 346,500.00 T 360 346,500.00 1 6.0000 2077.44 75 5.7500 2077.44 SALT LAKE CITYUT 84121 1 03/09/05 00 0423624170 08 05/01/05 0.0000 0423624170 O 04/01/35 0 9848875 E82/G02 F 179,300.00 ZZ 360 179,300.00 1 6.0000 1074.99 78 5.7500 1074.99 CASCADE CO 80809 2 03/15/05 00 0401086822 05 05/01/05 0.0000 0401086822 O 04/01/35 0 9848877 E82/G02 F 177,600.00 ZZ 360 177,600.00 4 6.6250 1137.19 69 6.3750 1137.19 ALBANY OR 97321 2 03/16/05 00 0401083092 05 05/01/05 0.0000 0401083092 N 04/01/35 0 9848895 E82/G02 F 69,400.00 ZZ 360 69,400.00 1 6.7500 450.13 70 6.5000 450.13 MONTEVALLO AL 35115 2 03/16/05 00 0401097423 05 05/01/05 0.0000 0401097423 N 04/01/35 0 9849113 883/G02 F 69,600.00 ZZ 360 69,600.00 1 7.2500 474.80 80 7.0000 474.80 OCALA FL 34472 1 03/11/05 00 0439084229 05 05/01/05 0.0000 60002014 N 04/01/35 0 9849321 S27/U57 F 156,000.00 ZZ 360 156,000.00 1 6.3750 973.24 80 6.1250 973.24 EASLEY SC 29642 5 03/11/05 00 0439082603 05 05/01/05 0.0000 1900010462 O 04/01/35 0 9849339 E82/G02 F 244,000.00 ZZ 360 244,000.00 1 6.3750 1522.25 80 6.1250 1522.25 COMPTON CA 90220 5 03/03/05 00 0401075445 05 05/01/05 0.0000 0401075445 O 04/01/35 0 9849377 Q30/G02 F 350,000.00 ZZ 360 350,000.00 3 6.6250 1932.29 89 6.3750 1932.29 NEWARK NJ 07104 1 02/25/05 04 0439080359 05 04/01/05 25.0000 40038008 N 03/01/35 0 9849391 N74/G02 F 74,575.00 ZZ 360 74,521.02 1 7.6250 527.84 95 7.3750 527.84 STAR NC 27356 5 03/11/05 10 0439090531 05 04/16/05 30.0000 0035968010 O 03/16/35 0 9849423 E77/G02 F 144,000.00 ZZ 360 144,000.00 1 6.3750 898.37 80 6.1250 898.37 STEVENSVILLE MD 21666 1 03/15/05 00 0439089491 01 05/01/05 0.0000 10300003496 O 04/01/35 0 9854569 E22/G02 F 57,600.00 ZZ 360 57,600.00 4 7.0000 383.21 89 6.7500 383.21 READSTOWN WI 54652 2 03/18/05 10 0423296664 05 05/01/05 25.0000 0423296664 N 04/01/35 0 9854601 E22/U57 F 165,290.00 ZZ 360 165,290.00 1 6.2500 1017.72 95 6.0000 1017.72 BEAVERTON OR 97007 1 03/15/05 04 0423350701 01 05/01/05 30.0000 0423350701 O 04/01/35 0 9854607 E22/G02 F 205,600.00 ZZ 360 205,600.00 1 5.8750 1006.58 80 5.6250 1006.58 CORVALLIS OR 97330 1 03/11/05 00 0423357359 05 05/01/05 0.0000 0423357359 O 04/01/35 0 9854609 E22/G02 F 108,000.00 ZZ 360 108,000.00 1 6.8750 709.48 80 6.6250 709.48 EATONTON GA 31024 5 03/18/05 00 0423360882 05 05/01/05 0.0000 0423360882 N 04/01/35 0 9854617 E22/G02 F 107,100.00 ZZ 360 107,100.00 4 6.6250 591.28 90 6.3750 591.28 PENDLETON OR 97801 1 03/08/05 10 0423373406 05 05/01/05 25.0000 0423373406 N 04/01/35 0 9854629 E22/U57 F 208,000.00 ZZ 360 208,000.00 1 6.3750 1297.65 80 6.1250 1297.65 LEONIA NJ 07605 1 03/18/05 00 0423377688 01 05/01/05 0.0000 0423377688 O 04/01/35 0 9854651 E82/G02 F 208,800.00 ZZ 360 208,800.00 1 6.0000 1251.86 75 5.7500 1251.86 PHOENIX AZ 85086 5 03/17/05 00 0401087077 03 05/01/05 0.0000 0401087077 O 04/01/35 0 9854659 E82/G02 F 132,600.00 ZZ 360 132,600.00 1 6.1250 805.69 79 5.8750 805.69 GUNTER TX 75058 2 03/17/05 00 0401095658 05 05/01/05 0.0000 0401095658 O 04/01/35 0 9854671 E82/G02 F 147,750.00 ZZ 360 147,750.00 4 6.7500 958.30 80 6.5000 958.30 PUEBLO CO 81003 2 03/17/05 00 0401088323 05 05/01/05 0.0000 0401088323 N 04/01/35 0 9854673 E22/G02 F 519,500.00 ZZ 360 519,500.00 1 5.8750 2543.39 80 5.6250 2543.39 PALO ALTO CA 94306 5 03/11/05 00 0423406552 01 05/01/05 0.0000 0423406552 O 04/01/35 0 9854691 E22/G02 F 60,000.00 ZZ 360 60,000.00 1 6.6250 331.25 80 6.3750 331.25 PRATTVILLE AL 36067 5 03/14/05 00 0423417377 05 05/01/05 0.0000 0423417377 O 04/01/35 0 9854707 E22/G02 F 71,900.00 ZZ 360 71,900.00 1 6.0000 431.08 80 5.7500 431.08 NORTH KINGSVILOH 44068 1 03/18/05 00 0423429653 05 05/01/05 0.0000 0423429653 O 04/01/35 0 9854759 E22/G02 F 90,250.00 ZZ 360 90,250.00 1 6.3750 563.04 95 6.1250 563.04 SALEM NH 03079 1 03/18/05 04 0423481027 01 05/01/05 30.0000 0423481027 O 04/01/35 0 9854763 E22/U57 F 195,200.00 ZZ 360 195,200.00 1 7.0000 1298.67 80 6.7500 1298.67 SAINT GEORGE UT 84790 5 03/11/05 00 0423482629 05 05/01/05 0.0000 0423482629 O 04/01/35 0 9854777 E22/U57 F 103,835.00 ZZ 360 103,835.00 1 6.8750 682.12 95 6.6250 682.12 PEARLAND TX 77581 1 03/17/05 04 0423492032 05 05/01/05 30.0000 0423492032 N 04/01/35 0 9854783 E22/U57 F 124,000.00 ZZ 360 124,000.00 1 6.5000 783.76 90 6.2500 783.76 SPRINGFIELD MO 65804 5 03/18/05 04 0423499623 05 05/01/05 25.0000 0423499623 N 04/01/35 0 9854805 E22/G02 F 66,400.00 ZZ 360 66,400.00 1 6.7500 373.50 80 6.5000 373.50 MUNFORD TN 38058 1 03/18/05 00 0423518208 05 05/01/05 0.0000 0423518208 N 04/01/35 0 9854813 E22/G02 F 66,400.00 ZZ 360 66,400.00 1 6.7500 373.50 80 6.5000 373.50 MUNFORD TN 38058 1 03/18/05 00 0423520329 05 05/01/05 0.0000 0423520329 N 04/01/35 0 9854839 E22/G02 F 54,000.00 ZZ 240 54,000.00 2 6.5000 402.61 75 6.2500 402.61 DETROIT MI 48206 2 03/18/05 00 0423535210 05 05/01/05 0.0000 0423535210 N 04/01/25 0 9854855 E22/G02 F 102,400.00 ZZ 360 102,400.00 1 6.1250 522.67 80 5.8750 522.67 MERIDIAN ID 83642 1 03/15/05 00 0423546886 03 05/01/05 0.0000 0423546886 N 04/01/35 0 9854883 E22/G02 F 119,200.00 ZZ 360 119,200.00 1 6.2500 733.93 80 6.0000 733.93 DENVER CO 80224 1 03/18/05 00 0423554682 01 05/01/05 0.0000 0423554682 O 04/01/35 0 9854985 E22/G02 F 40,000.00 ZZ 360 40,000.00 1 6.5000 252.83 77 6.2500 252.83 LUCEDALE MS 39452 1 03/18/05 00 0423624014 05 05/01/05 0.0000 0423624014 O 04/01/35 0 9855027 E22/G02 F 168,800.00 ZZ 360 168,800.00 1 6.0000 844.00 80 5.7500 844.00 PHOENIX AZ 85044 1 03/15/05 00 0423679265 03 05/01/05 0.0000 0423679265 N 04/01/35 0 9855059 E22/G02 F 132,200.00 ZZ 360 132,200.00 1 6.5000 835.59 80 6.2500 835.59 BROADVIEW IL 60155 1 03/18/05 00 0423129352 05 05/01/05 0.0000 0423129352 N 04/01/35 0 9855427 L20/G02 F 131,120.00 ZZ 360 131,120.00 1 6.2500 807.33 80 6.0000 807.33 RIVERTON UT 84065 1 03/16/05 00 0439090358 05 05/01/05 0.0000 1061110261 O 04/01/35 0 9855433 W02/G02 F 64,600.00 ZZ 360 64,600.00 1 5.8750 382.13 95 5.6250 382.13 PHILADELPHIA PA 19120 5 03/15/05 11 0439093873 07 05/01/05 30.0000 0090098088 O 04/01/35 0 9855631 E22/G02 F 316,300.00 ZZ 360 316,300.00 1 6.2500 1947.51 80 6.0000 1947.51 WEST PALM BEACFL 33411 1 03/21/05 00 0423035500 03 05/01/05 0.0000 0423035500 O 04/01/35 0 9855639 E22/G02 F 99,200.00 TX 360 99,200.00 1 6.5000 627.01 80 6.2500 627.01 ALVIN TX 77511 5 03/15/05 00 0423134113 05 05/01/05 0.0000 0423134113 O 04/01/35 0 9855673 E22/G02 F 300,000.00 ZZ 360 300,000.00 1 6.7500 1945.79 80 6.5000 1945.79 DEARBORN HEIGHMI 48127 5 03/16/05 00 0423249366 05 05/01/05 0.0000 0423249366 O 04/01/35 0 9855679 E22/G02 F 126,000.00 ZZ 360 126,000.00 2 6.2500 775.80 75 6.0000 775.80 ALBUQUERQUE NM 87104 1 03/18/05 00 0423255637 05 05/01/05 0.0000 0423255637 N 04/01/35 0 9855707 E22/G02 F 112,500.00 ZZ 360 112,500.00 1 7.2500 767.45 90 7.0000 767.45 TRENTON NJ 08611 1 03/07/05 11 0423305705 05 05/01/05 25.0000 0423305705 N 04/01/35 0 9855717 E22/G02 F 108,000.00 ZZ 360 108,000.00 2 6.5000 682.63 70 6.2500 682.63 SPOKANE VALLEYWA 99206 2 03/15/05 00 0423334655 05 05/01/05 0.0000 0423334655 N 04/01/35 0 9855719 E22/G02 F 104,000.00 ZZ 360 104,000.00 2 6.5000 657.35 73 6.2500 657.35 SPOKANE VALLEYWA 99206 2 03/15/05 00 0423334721 05 05/01/05 0.0000 0423334721 N 04/01/35 0 9855731 E22/G02 F 144,000.00 ZZ 360 144,000.00 1 6.0000 720.00 80 5.7500 720.00 BAKERSFIELD CA 93306 5 03/09/05 00 0423356336 05 05/01/05 0.0000 0423356336 N 04/01/35 0 9855737 E22/U57 F 190,100.00 ZZ 360 190,100.00 1 6.1250 1155.07 95 5.8750 1155.07 FOUNTAIN CO 80817 2 03/14/05 04 0423367291 05 05/01/05 30.0000 0423367291 O 04/01/35 0 9855771 E22/G02 F 240,000.00 ZZ 360 240,000.00 1 6.2500 1477.72 80 6.0000 1477.72 RATHDRUM ID 83858 5 03/10/05 00 0423419977 05 05/01/05 0.0000 0423419977 O 04/01/35 0 9855781 E22/G02 F 111,440.00 ZZ 360 111,440.00 4 6.2500 686.16 80 6.0000 686.16 CONCORD NC 28025 1 03/21/05 00 0423427293 05 05/01/05 0.0000 0423427293 N 04/01/35 0 9855783 E22/G02 F 189,600.00 TX 360 189,600.00 1 6.5000 1198.40 80 6.2500 1198.40 BRAZORIA TX 77422 5 03/11/05 00 0423427632 05 05/01/05 0.0000 0423427632 O 04/01/35 0 9855879 E22/G02 F 68,000.00 TX 360 68,000.00 1 6.6250 435.41 80 6.3750 435.41 LA MARQUE TX 77568 5 03/16/05 00 0423509785 05 05/01/05 0.0000 0423509785 O 04/01/35 0 9855931 E22/G02 F 212,500.00 ZZ 360 212,500.00 1 6.3750 1325.72 85 6.1250 1325.72 SALEM MO 65560 5 03/15/05 10 0423543578 05 05/01/05 12.0000 0423543578 O 04/01/35 0 9855981 E22/U57 F 102,000.00 ZZ 360 102,000.00 1 6.6250 653.12 73 6.3750 653.12 PAWHUSKA OK 74056 5 03/16/05 00 0423589068 05 05/01/05 0.0000 0423589068 O 04/01/35 0 9856021 E22/G02 F 191,760.00 ZZ 360 191,760.00 1 6.0000 1149.70 80 5.7500 1149.70 SAN ANTONIO TX 78209 1 03/21/05 00 0423616697 05 05/01/05 0.0000 0423616697 N 04/01/35 0 9856071 E22/G02 F 133,000.00 ZZ 360 133,000.00 3 6.6250 851.61 95 6.3750 851.61 ROCK LSLAND IL 61201 1 03/21/05 10 0423668094 05 05/01/05 30.0000 0423668094 O 04/01/35 0 9856095 E82/G02 F 180,500.00 ZZ 360 180,500.00 2 6.8750 1185.76 80 6.6250 1185.76 CHICAGO IL 60651 5 03/18/05 00 0401071386 05 05/01/05 0.0000 0401071386 O 04/01/35 0 9856103 E82/G02 F 135,000.00 ZZ 360 135,000.00 1 6.0000 809.39 39 5.7500 809.39 SPRING LAKE HENJ 07762 5 03/18/05 00 0401092424 05 05/01/05 0.0000 0401092424 O 04/01/35 0 9857029 Q87/G02 F 129,000.00 ZZ 240 128,716.64 1 5.8750 914.92 74 5.6250 914.92 GATESVILLE NC 27938 5 02/28/05 00 0439113887 05 04/04/05 0.0000 MOPH01 O 03/04/25 0 9857057 A52/G02 F 140,000.00 ZZ 360 140,000.00 1 6.5000 884.90 80 6.2500 884.90 MARIETTA GA 30066 1 03/18/05 00 0439093626 05 05/01/05 0.0000 32804 N 04/01/35 0 9857209 T44/G02 F 304,000.00 ZZ 360 304,000.00 1 6.0000 1822.63 80 5.7500 1822.63 SIMI VALLEY CA 93063 1 03/08/05 00 0439093170 05 05/01/05 0.0000 1136477 O 04/01/35 0 9857693 F62/F62 F 195,000.00 ZZ 360 194,823.72 1 6.5000 1232.53 75 6.2500 1232.53 HIALEAH FL 33012 5 02/24/05 00 44936 05 04/01/05 0.0000 44936 N 03/01/35 0 9857699 U85/G02 F 80,750.00 ZZ 360 80,750.00 1 7.1250 544.03 95 6.8750 544.03 INDIANAPOLIS IN 46225 5 03/18/05 48 0439092958 05 05/01/05 30.0000 TQS114 O 04/01/35 0 9857851 E22/G02 F 600,000.00 ZZ 360 600,000.00 1 6.5000 3250.00 74 6.2500 3250.00 SACRAMENTO CA 95841 2 03/10/05 00 0422705319 05 05/01/05 0.0000 0422705319 O 04/01/35 0 9857893 E22/U57 F 118,475.00 ZZ 360 118,475.00 1 6.2500 729.47 95 6.0000 729.47 FORT MYERS FL 33912 1 03/22/05 10 0423215789 09 05/01/05 30.0000 0423215789 N 04/01/35 0 9857895 E22/G02 F 189,000.00 ZZ 360 189,000.00 3 7.0000 1257.42 90 6.7500 1257.42 FARIBAULT MN 55021 1 03/22/05 10 0423225333 05 05/01/05 25.0000 0423225333 N 04/01/35 0 9857961 E22/U57 F 232,600.00 TX 360 232,600.00 1 6.5000 1470.19 77 6.2500 1470.19 MCALLEN TX 78503 5 03/17/05 00 0423425131 05 05/01/05 0.0000 0423425131 O 04/01/35 0 9858029 E22/G02 F 68,000.00 ZZ 360 68,000.00 1 6.5000 429.81 85 6.2500 429.81 PUEBLO CO 81001 2 03/22/05 10 0423514165 05 05/01/05 20.0000 0423514165 N 04/01/35 0 9858045 E22/G02 F 123,200.00 ZZ 360 123,200.00 1 6.2500 758.56 80 6.0000 758.56 WILLOW SPRINGSNC 27592 2 03/17/05 00 0423530146 05 05/01/05 0.0000 0423530146 O 04/01/35 0 9858051 E22/G02 F 52,875.00 ZZ 360 52,875.00 1 5.8750 258.87 75 5.6250 258.87 HOPEWELL VA 23860 1 03/22/05 00 0423536291 05 05/01/05 0.0000 0423536291 N 04/01/35 0 9858073 E22/G02 F 198,000.00 ZZ 360 198,000.00 1 6.1250 1203.07 80 5.8750 1203.07 WINSLOW AZ 86047 1 03/10/05 00 0423555515 05 05/01/05 0.0000 0423555515 O 04/01/35 0 9858131 E22/U57 F 136,800.00 ZZ 360 136,800.00 1 6.2500 842.30 90 6.0000 842.30 OLYMPIA WA 98512 5 03/17/05 04 0423626498 03 05/01/05 25.0000 0423626498 O 04/01/35 0 9858281 Q14/G02 F 81,700.00 ZZ 360 81,700.00 1 6.3750 509.70 95 6.1250 509.70 MOLINE IL 61625 2 03/16/05 01 0439091570 05 05/01/05 30.0000 0525345 O 04/01/35 0 9858327 P01/G02 F 130,000.00 ZZ 360 130,000.00 1 6.1250 789.89 48 5.8750 789.89 RENSSELAER NY 12144 1 03/21/05 00 0439092727 05 05/01/05 0.0000 05000787 O 04/01/35 0 9859809 Q14/G02 F 101,600.00 ZZ 360 101,600.00 1 7.5000 710.40 80 7.2500 710.40 WATERLOO IA 50702 5 03/16/05 00 0439092768 05 05/01/05 0.0000 0000525257 O 04/01/35 0 9859939 E22/U57 F 124,000.00 ZZ 360 124,000.00 1 6.1250 753.44 80 5.8750 753.44 INDIAN TRAIL NC 28079 2 03/18/05 00 0423066562 05 05/01/05 0.0000 0423066562 O 04/01/35 0 9859951 E22/G02 F 132,000.00 TX 360 132,000.00 1 6.3750 823.51 80 6.1250 823.51 BURLESON TX 76028 5 03/18/05 00 0423183441 05 05/01/05 0.0000 0423183441 O 04/01/35 0 9859961 E22/U57 F 160,000.00 ZZ 360 160,000.00 1 6.6250 1024.50 80 6.3750 1024.50 HALLANDALE FL 33009 5 03/18/05 00 0423223320 08 05/01/05 0.0000 0423223320 O 04/01/35 0 9859989 E22/G02 F 252,500.00 ZZ 360 252,500.00 1 6.8750 1658.75 63 6.6250 1658.75 TAOS NM 87571 5 03/23/05 00 0423337955 05 05/01/05 0.0000 0423337955 N 04/01/35 0 9860055 E22/G02 F 139,500.00 ZZ 360 139,500.00 4 6.5000 881.73 90 6.2500 881.73 LANDER WY 82520 1 03/23/05 10 0423456805 05 05/01/05 25.0000 0423456805 N 04/01/35 0 9860093 E22/G02 F 600,000.00 ZZ 360 600,000.00 1 5.7500 2875.00 75 5.5000 2875.00 LEESBURG VA 20176 5 03/17/05 00 0423515501 03 05/01/05 0.0000 0423515501 O 04/01/35 0 9860097 E22/G02 F 75,525.00 ZZ 360 75,525.00 1 6.2500 465.02 95 6.0000 465.02 SUNBURY PA 17801 5 03/18/05 04 0423517200 05 05/01/05 30.0000 0423517200 O 04/01/35 0 9860109 E22/G02 F 165,000.00 ZZ 360 165,000.00 1 5.8750 976.04 79 5.6250 976.04 LANCASTER CA 93535 5 03/18/05 00 0423523018 05 05/01/05 0.0000 0423523018 O 04/01/35 0 9860125 E22/G02 F 153,600.00 ZZ 360 153,600.00 1 6.0000 920.91 80 5.7500 920.91 COLORADO SPRINCO 80909 1 03/23/05 00 0423531508 05 05/01/05 0.0000 0423531508 O 04/01/35 0 9860127 E22/G02 F 175,000.00 ZZ 360 175,000.00 1 6.0000 875.00 67 5.7500 875.00 MAITLAND FL 32751 5 03/18/05 00 0423531532 05 05/01/05 0.0000 0423531532 O 04/01/35 0 9860129 E22/G02 F 150,000.00 ZZ 360 150,000.00 1 6.3750 935.80 80 6.1250 935.80 CANAAN CT 06018 1 03/23/05 00 0423533041 05 05/01/05 0.0000 0423533041 N 04/01/35 0 9860133 E22/G02 F 56,700.00 ZZ 360 56,700.00 1 7.0000 377.23 90 6.7500 377.23 TWINING MI 48766 5 03/18/05 04 0423533686 05 05/01/05 25.0000 0423533686 O 04/01/35 0 9860147 E22/U57 F 212,000.00 ZZ 360 212,000.00 1 6.2500 1305.32 80 6.0000 1305.32 BOTHELL WA 98021 5 03/17/05 00 0423539477 05 05/01/05 0.0000 0423539477 O 04/01/35 0 9860203 E22/G02 F 80,000.00 ZZ 240 80,000.00 1 6.7500 608.29 80 6.5000 608.29 MEMPHIS TN 38141 2 03/23/05 00 0423582584 05 05/01/05 0.0000 0423582584 N 04/01/25 0 9860217 E22/G02 F 194,650.00 ZZ 360 194,650.00 1 6.3750 1214.36 85 6.1250 1214.36 BATTLE CREEK MI 49014 5 03/18/05 04 0423590728 05 05/01/05 12.0000 0423590728 O 04/01/35 0 9860283 E22/U57 F 400,000.00 ZZ 360 400,000.00 1 6.5000 2528.27 79 6.2500 2528.27 BOULDER CITY NV 89005 1 03/17/05 00 0423622596 03 05/01/05 0.0000 0423622596 N 04/01/35 0 9860363 E22/G02 F 78,000.00 ZZ 240 78,000.00 1 6.7500 593.08 78 6.5000 593.08 COLUMBIA MO 65202 2 03/23/05 00 0423720192 05 05/01/05 0.0000 0423720192 N 04/01/25 0 9860365 E22/U57 F 123,200.00 ZZ 360 123,200.00 1 6.1250 628.83 80 5.8750 628.83 BOISE ID 83709 1 03/18/05 00 0423730928 03 05/01/05 0.0000 0423730928 N 04/01/35 0 9860373 E22/G02 F 76,400.00 ZZ 360 76,400.00 1 6.6250 489.20 80 6.3750 489.20 HOUSTON TX 77015 1 03/23/05 00 0423749399 03 05/01/05 0.0000 0423749399 O 04/01/35 0 9860409 E82/G02 F 132,000.00 ZZ 360 132,000.00 1 6.2500 812.74 80 6.0000 812.74 JACKSONVILLE FL 32244 2 03/22/05 00 0401073507 03 05/01/05 0.0000 0401073507 N 04/01/35 0 9860857 E82/G02 F 376,000.00 ZZ 360 376,000.00 1 6.5000 2376.58 80 6.2500 2376.58 N. HOLLYWOOD CA 91605 5 03/18/05 00 0401073879 05 05/01/05 0.0000 0401073879 O 04/01/35 0 9862583 E22/U57 F 134,400.00 ZZ 360 134,400.00 1 6.5000 849.50 80 6.2500 849.50 RICHLAND WA 99352 1 03/21/05 00 0423298611 05 05/01/05 0.0000 0423298611 O 04/01/35 0 9862617 E22/G02 F 181,800.00 ZZ 360 181,800.00 1 6.5000 984.75 90 6.2500 984.75 SOUTHFIELD MI 48076 2 03/21/05 04 0423413897 05 05/01/05 25.0000 0423413897 O 04/01/35 0 9862643 E22/G02 F 172,000.00 ZZ 360 172,000.00 1 6.2500 895.83 80 6.0000 895.83 SUMNER WA 98390 5 03/18/05 00 0423453810 05 05/01/05 0.0000 0423453810 O 04/01/35 0 9862649 E22/G02 F 126,000.00 T 360 126,000.00 1 6.3750 669.38 70 6.1250 669.38 EATONVILLE WA 98328 5 03/18/05 00 0423459106 05 05/01/05 0.0000 0423459106 O 04/01/35 0 9862655 E22/G02 F 151,200.00 ZZ 360 151,200.00 1 6.1250 918.71 80 5.8750 918.71 YARMOUTH ME 04096 1 03/24/05 00 0423462480 01 05/01/05 0.0000 0423462480 O 04/01/35 0 9862669 E22/G02 F 71,920.00 ZZ 360 71,920.00 1 6.2500 442.82 80 6.0000 442.82 BIRMINGHAM AL 35243 1 03/24/05 00 0423491224 01 05/01/05 0.0000 0423491224 O 04/01/35 0 9862673 E22/G02 F 50,000.00 ZZ 360 50,000.00 1 6.2500 307.86 84 6.0000 307.86 MACON GA 31206 2 03/18/05 04 0423497239 05 05/01/05 20.0000 0423497239 N 04/01/35 0 9862699 E22/G02 F 128,000.00 ZZ 360 128,000.00 1 6.3750 798.55 80 6.1250 798.55 WILLIAMSBURG MI 49690 5 03/22/05 00 0423544881 05 05/01/05 0.0000 0423544881 O 04/01/35 0 9862711 E22/G02 F 101,600.00 ZZ 360 101,600.00 1 6.2500 625.57 80 6.0000 625.57 COLORADO SPRINCO 80906 2 03/24/05 00 0423552108 05 05/01/05 0.0000 0423552108 N 04/01/35 0 9862725 E22/G02 F 99,750.00 ZZ 360 99,750.00 1 6.1250 606.09 95 5.8750 606.09 GRANDVIEW WA 98930 1 03/17/05 01 0423559632 05 05/01/05 30.0000 0423559632 O 04/01/35 0 9862765 E22/G02 F 94,450.00 ZZ 360 94,450.00 1 6.7500 612.60 75 6.5000 612.60 MELBOURNE FL 32901 1 03/24/05 00 0423629765 09 05/01/05 0.0000 0423629765 N 04/01/35 0 9862853 E82/G02 F 125,300.00 ZZ 360 125,300.00 1 6.0000 751.24 64 5.7500 751.24 TEMPE AZ 85281 2 03/22/05 00 0401089081 05 05/01/05 0.0000 0401089081 O 04/01/35 0 9862865 E82/G02 F 94,100.00 ZZ 360 94,100.00 1 6.3750 587.06 60 6.1250 587.06 CHESTERFIELD VA 23832 2 03/23/05 00 0401089214 05 05/01/05 0.0000 0401089214 O 04/01/35 0 9862871 E82/G02 F 139,500.00 ZZ 360 139,500.00 1 6.2500 858.93 74 6.0000 858.93 EATON OH 45320 2 03/22/05 00 0401082342 05 05/01/05 0.0000 0401082342 O 04/01/35 0 9862889 E82/G02 F 487,800.00 ZZ 360 487,800.00 1 7.2500 3327.66 85 7.0000 3327.66 SUWANEE GA 30024 2 03/22/05 04 0401061817 03 05/01/05 12.0000 0401061817 O 04/01/35 0 9863269 U45/G02 F 231,750.00 ZZ 360 231,750.00 1 7.2500 1580.94 75 7.0000 1580.94 SAN DIEGO CA 92120 1 03/18/05 00 0439094467 01 05/01/05 0.0000 5000000242 N 04/01/35 0 9863541 U85/G02 F 67,500.00 ZZ 360 67,500.00 1 7.1250 454.76 90 6.8750 454.76 EAST PEORIA IL 61611 1 03/23/05 48 0439094996 05 05/01/05 25.0000 TQSSNYDER202 N 04/01/35 0 9863629 L20/G02 F 112,000.00 ZZ 360 112,000.00 1 6.1250 680.52 80 5.8750 680.52 LAYTON UT 84041 1 03/23/05 00 0439100025 05 05/01/05 0.0000 1061010185 N 04/01/35 0 9864639 E22/U57 F 440,000.00 TX 360 440,000.00 1 6.7500 2853.83 80 6.5000 2853.83 BEDFORD TX 76021 5 03/21/05 00 0423435924 05 05/01/05 0.0000 0423435924 O 04/01/35 0 9864641 E22/U57 F 108,000.00 ZZ 360 108,000.00 1 5.8750 638.86 80 5.6250 638.86 KENENWICK WA 99336 1 03/24/05 00 0423439835 05 05/01/05 0.0000 0423439835 O 04/01/35 0 9864681 E22/G02 F 42,000.00 ZZ 360 42,000.00 1 6.2500 258.60 74 6.0000 258.60 MACON GA 31206 2 03/18/05 00 0423497254 05 05/01/05 0.0000 0423497254 N 04/01/35 0 9864791 E22/U57 F 154,400.00 ZZ 360 154,400.00 1 6.6250 852.42 80 6.3750 852.42 SALT LAKE CITYUT 84121 5 03/21/05 00 0423597582 05 05/01/05 0.0000 0423597582 O 04/01/35 0 9864803 E22/G02 F 95,501.00 ZZ 360 95,501.00 2 6.1250 580.27 80 5.8750 580.27 SPOKANE WA 99202 1 03/22/05 00 0423607472 05 05/01/05 0.0000 0423607472 N 04/01/35 0 9864841 E22/G02 F 354,500.00 ZZ 360 354,500.00 1 6.2500 2182.72 79 6.0000 2182.72 PLANO TX 75093 2 03/21/05 00 0423639566 05 05/01/05 0.0000 0423639566 O 04/01/35 0 9864849 E22/U57 F 118,400.00 ZZ 360 118,400.00 1 6.3750 629.00 80 6.1250 629.00 RICHARDSON TX 75080 1 03/25/05 00 0423654557 05 05/01/05 0.0000 0423654557 O 04/01/35 0 9864851 E22/G02 F 73,800.00 ZZ 360 73,800.00 1 7.0000 490.99 90 6.7500 490.99 HOUSTON TX 77054 1 03/24/05 04 0423660257 01 05/01/05 25.0000 0423660257 N 04/01/35 0 9864905 E22/G02 F 149,400.00 ZZ 360 149,400.00 4 6.8750 981.45 90 6.6250 981.45 IMPERIAL MO 63052 1 03/25/05 10 0423725241 05 05/01/05 25.0000 0423725241 N 04/01/35 0 9864943 E22/G02 F 93,000.00 TX 360 93,000.00 1 6.2500 572.62 72 6.0000 572.62 AUSTIN TX 78704 5 03/25/05 00 0423797240 05 05/01/05 0.0000 0423797240 N 04/01/35 0 9866123 758/G02 F 445,200.00 ZZ 360 445,200.00 1 6.3750 2365.13 80 6.1250 2365.13 CAVE CREEK AZ 85331 1 03/16/05 00 0439100959 03 05/01/05 0.0000 14000000961 O 04/01/35 0 9866135 N74/G02 F 62,900.00 ZZ 360 62,840.31 1 6.2500 387.29 69 6.0000 387.29 REIDSVILLE NC 27320 5 03/18/05 00 0439098807 05 04/18/05 0.0000 0035986010 N 03/18/35 0 9866469 E22/G02 F 40,600.00 ZZ 360 40,600.00 1 7.0000 270.11 70 6.7500 270.11 NEWPORT NEWS VA 23608 1 03/28/05 00 0423250851 01 05/01/05 0.0000 0423250851 N 04/01/35 0 9866489 E22/U57 F 155,800.00 ZZ 360 155,800.00 1 5.8750 921.62 87 5.6250 921.62 ROCKY MOUNT NC 27804 2 03/21/05 10 0423308923 05 05/01/05 25.0000 0423308923 O 04/01/35 0 9866551 E22/G02 F 161,000.00 ZZ 360 161,000.00 3 6.3750 1004.43 79 6.1250 1004.43 NEW HAVEN CT 06513 2 03/28/05 00 0423428648 05 05/01/05 0.0000 0423428648 N 04/01/35 0 9866623 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.5000 632.07 69 6.2500 632.07 HARRISVILLE MI 48740 5 03/23/05 00 0423497783 05 05/01/05 0.0000 0423497783 O 04/01/35 0 9866661 E22/U57 F 103,000.00 ZZ 360 103,000.00 1 5.8750 609.28 80 5.6250 609.28 MARSHFIELD MO 65706 5 03/23/05 00 0423521640 05 05/01/05 0.0000 0423521640 O 04/01/35 0 9866711 E22/U57 F 122,300.00 ZZ 360 122,300.00 1 6.3750 762.99 79 6.1250 762.99 WEST JORDAN UT 84084 5 03/21/05 00 0423548437 05 05/01/05 0.0000 0423548437 O 04/01/35 0 9866725 E22/G02 F 52,000.00 ZZ 360 52,000.00 1 6.3750 324.41 79 6.1250 324.41 GADSDEN AL 35903 5 03/22/05 00 0423557313 05 05/01/05 0.0000 0423557313 O 04/01/35 0 9866761 E22/G02 F 39,000.00 ZZ 240 39,000.00 1 6.8750 299.45 77 6.6250 299.45 SAGINAW MI 48601 5 03/22/05 00 0423572676 05 05/01/05 0.0000 0423572676 O 04/01/25 0 9866779 E22/G02 F 92,400.00 ZZ 360 92,400.00 1 6.6250 591.65 80 6.3750 591.65 CADILLAC MI 49601 5 03/23/05 00 0423590124 05 05/01/05 0.0000 0423590124 O 04/01/35 0 9866821 E22/G02 F 88,800.00 ZZ 360 88,800.00 1 6.8750 583.35 80 6.6250 583.35 AUSTIN TX 78702 1 03/21/05 00 0423617141 05 05/01/05 0.0000 0423617141 N 04/01/35 0 9866839 E22/G02 F 177,500.00 ZZ 360 177,500.00 1 6.3750 1107.37 66 6.1250 1107.37 LAS VEGAS NV 89147 1 03/17/05 00 0423632298 05 05/01/05 0.0000 0423632298 N 04/01/35 0 9866889 E22/G02 F 65,000.00 ZZ 360 65,000.00 1 6.5000 410.84 55 6.2500 410.84 FERNDALE MI 48220 5 03/28/05 00 0423667609 05 05/01/05 0.0000 0423667609 N 04/01/35 0 9866895 E22/G02 F 281,250.00 ZZ 360 281,250.00 1 6.0000 1686.24 75 5.7500 1686.24 KIRKLAND WA 98033 5 03/21/05 00 0423672401 05 05/01/05 0.0000 0423672401 O 04/01/35 0 9866899 E22/G02 F 190,000.00 ZZ 360 190,000.00 1 6.3750 1185.35 76 6.1250 1185.35 SEMINOLE FL 33772 5 03/22/05 00 0423676691 05 05/01/05 0.0000 0423676691 O 04/01/35 0 9866921 E22/U57 F 128,800.00 ZZ 360 128,800.00 2 6.6250 824.72 80 6.3750 824.72 LONG BEACH MS 39560 5 03/28/05 00 0423691963 05 05/01/05 0.0000 0423691963 N 04/01/35 0 9866925 E22/U57 F 128,800.00 ZZ 360 128,800.00 2 6.6250 824.72 80 6.3750 824.72 LONG BEACH MS 39560 5 03/28/05 00 0423693209 05 05/01/05 0.0000 0423693209 N 04/01/35 0 9866955 E22/G02 F 286,000.00 ZZ 360 286,000.00 1 6.3750 1519.38 73 6.1250 1519.38 LAS VEGAS NV 89123 5 03/18/05 00 0423713916 05 05/01/05 0.0000 0423713916 O 04/01/35 0 9866971 E22/G02 F 51,200.00 ZZ 360 51,200.00 1 6.3750 319.42 80 6.1250 319.42 NASHVILLE TN 37209 1 03/28/05 00 0423718865 05 05/01/05 0.0000 0423718865 N 04/01/35 0 9866975 E22/G02 F 294,282.00 ZZ 360 294,282.00 1 6.2500 1811.94 80 6.0000 1811.94 ELK GROVE CA 95757 1 03/21/05 00 0423721133 05 05/01/05 0.0000 0423721133 O 04/01/35 0 9867049 E82/G02 F 220,000.00 ZZ 360 220,000.00 1 6.5000 1390.55 80 6.2500 1390.55 GLEN ALLEN VA 23060 5 03/25/05 00 0401099817 05 05/01/05 0.0000 0401099817 O 04/01/35 0 9867051 E82/G02 F 167,500.00 ZZ 360 167,500.00 1 6.0000 1004.25 77 5.7500 1004.25 KENT WA 98030 2 03/25/05 00 0401084959 05 05/01/05 0.0000 0401084959 O 04/01/35 0 9867495 W02/G02 F 358,750.00 ZZ 360 358,750.00 1 6.0000 2150.89 69 5.7500 2150.89 WOODBRIDGE VA 22193 5 03/17/05 00 0439103045 05 05/01/05 0.0000 0090107496 O 04/01/35 0 9867545 U85/G02 F 112,000.00 ZZ 360 112,000.00 3 6.7500 726.43 80 6.5000 726.43 MILWAUKEE WI 53204 1 03/28/05 00 0439096629 05 05/01/05 0.0000 TQS121 N 04/01/35 0 9868127 E22/G02 F 108,000.00 ZZ 360 108,000.00 1 6.1250 656.22 80 5.8750 656.22 LINCOLN PARK MI 48146 2 03/29/05 00 0423667732 05 05/01/05 0.0000 0423667732 N 04/01/35 0 9868217 E22/G02 F 122,250.00 ZZ 360 122,250.00 1 6.3750 762.68 75 6.1250 762.68 RIFLE CO 81650 1 03/28/05 00 0423729128 05 05/01/05 0.0000 0423729128 N 04/01/35 0 9868247 E22/G02 F 160,000.00 ZZ 360 160,000.00 1 6.3750 998.19 64 6.1250 998.19 BOCA RATON FL 33428 5 03/24/05 00 0423750389 05 05/01/05 0.0000 0423750389 O 04/01/35 0 9868265 E22/G02 F 67,500.00 ZZ 360 67,500.00 1 6.8750 443.43 75 6.6250 443.43 ROSEVILLE MI 48066 5 03/29/05 00 0423766757 05 05/01/05 0.0000 0423766757 N 04/01/35 0 9868363 E22/G02 F 81,000.00 ZZ 360 81,000.00 1 6.8750 532.11 75 6.6250 532.11 HARPER WOODS MI 48225 5 03/29/05 00 0423381086 05 05/01/05 0.0000 0423381086 N 04/01/35 0 9868417 E22/G02 F 96,000.00 ZZ 360 96,000.00 1 6.3750 598.92 80 6.1250 598.92 SPOKANE WA 99205 5 03/21/05 00 0423624972 05 05/01/05 0.0000 0423624972 O 04/01/35 0 9868557 E22/G02 F 187,500.00 ZZ 360 187,500.00 1 6.2500 1154.47 74 6.0000 1154.47 SACRAMENTO CA 95824 5 03/21/05 00 0423567734 05 05/01/05 0.0000 0423567734 N 04/01/35 0 9868589 E22/G02 F 206,000.00 T 360 206,000.00 1 6.2500 1268.38 70 6.0000 1268.38 SAGLE ID 83860 5 03/25/05 00 0423588979 05 05/01/05 0.0000 0423588979 O 04/01/35 0 9868621 E22/G02 F 174,000.00 ZZ 360 174,000.00 1 6.3750 1085.53 80 6.1250 1085.53 ST. FRANCISVILLA 70775 2 03/29/05 00 0423607878 05 05/01/05 0.0000 0423607878 N 04/01/35 0 9868627 E82/G02 F 155,500.00 ZZ 360 155,500.00 1 6.2500 957.44 66 6.0000 957.44 MINNEAPOLIS MN 55418 5 03/25/05 00 0401081740 05 05/01/05 0.0000 0401081740 O 04/01/35 0 9868923 W02/G02 F 145,000.00 ZZ 360 145,000.00 1 6.0000 869.35 80 5.7500 869.35 APOPKA FL 32703 5 03/25/05 00 0439109117 05 05/01/05 0.0000 0090108338 O 04/01/35 0 9868977 P01/G02 F 153,000.00 ZZ 360 153,000.00 4 6.8750 1005.10 90 6.6250 1005.10 CHESTERTOWN NY 12817 1 03/28/05 10 0439114307 05 05/01/05 25.0000 05000914 N 04/01/35 0 9869059 825/G02 F 144,000.00 ZZ 360 144,000.00 1 6.5000 780.00 80 6.2500 780.00 FAIRPLAY CO 80440 1 03/25/05 00 0439108259 05 05/01/05 0.0000 02805 O 04/01/35 0 9869071 144/144 F 160,000.00 ZZ 360 160,000.00 1 5.8750 946.46 54 5.6250 946.46 HIGHLAND, T/PLNY 12528 5 03/07/05 00 160767186 05 05/01/05 0.0000 160767186 O 04/01/35 0 9869423 E22/G02 F 68,600.00 ZZ 360 68,600.00 1 6.8750 450.65 75 6.6250 450.65 JACKSONS GAP AL 36861 5 03/30/05 00 0423303304 05 05/01/05 0.0000 0423303304 N 04/01/35 0 9869495 E22/G02 F 296,000.00 ZZ 360 296,000.00 1 6.3750 1846.65 80 6.1250 1846.65 NEW BRUNSWICK NJ 08901 1 03/30/05 00 0423429943 05 05/01/05 0.0000 0423429943 N 04/01/35 0 9869497 E22/G02 F 111,120.00 ZZ 360 111,120.00 1 6.2500 684.18 80 6.0000 684.18 EAST WENATCHEEWA 98802 1 03/23/05 00 0423432277 05 05/01/05 0.0000 0423432277 O 04/01/35 0 9869501 E22/G02 F 196,000.00 T 360 196,000.00 1 6.0000 1175.12 80 5.7500 1175.12 WILLARDS MD 21874 5 03/30/05 00 0423434653 05 05/01/05 0.0000 0423434653 O 04/01/35 0 9869555 E22/G02 F 211,920.00 ZZ 360 211,920.00 1 6.2500 1304.83 80 6.0000 1304.83 TAMPA FL 33624 1 03/30/05 00 0423499631 03 05/01/05 0.0000 0423499631 O 04/01/35 0 9869561 E22/G02 F 60,000.00 ZZ 360 60,000.00 2 6.8750 394.16 75 6.6250 394.16 MONROE LA 71201 5 03/30/05 00 0423500966 05 05/01/05 0.0000 0423500966 N 04/01/35 0 9869619 E22/G02 F 140,000.00 ZZ 360 140,000.00 1 6.2500 729.17 80 6.0000 729.17 KENNER LA 70065 1 03/31/05 00 0423537067 05 05/01/05 0.0000 0423537067 O 04/01/35 0 9869645 E22/G02 F 182,000.00 ZZ 360 182,000.00 1 6.6250 1165.37 80 6.3750 1165.37 PANAMA CITY FL 32409 5 03/25/05 00 0423551829 05 05/01/05 0.0000 0423551829 O 04/01/35 0 9869697 E22/G02 F 201,880.00 ZZ 360 201,880.00 1 6.2500 1243.01 80 6.0000 1243.01 FRANKLIN BORO NJ 07416 1 03/30/05 00 0423573740 05 05/01/05 0.0000 0423573740 O 04/01/35 0 9869771 E22/G02 F 66,600.00 ZZ 360 66,600.00 1 6.6250 426.45 90 6.3750 426.45 PHILADELPHIA PA 19124 1 03/30/05 04 0423615368 07 05/01/05 25.0000 0423615368 N 04/01/35 0 9869813 E22/G02 F 104,000.00 ZZ 360 104,000.00 1 7.2500 709.46 80 7.0000 709.46 LEXINGTON KY 40517 5 03/30/05 00 0423643972 05 05/01/05 0.0000 0423643972 N 04/01/35 0 9869817 E22/G02 F 50,300.00 ZZ 360 50,300.00 1 6.3750 313.81 80 6.1250 313.81 PUEBLO CO 81004 2 03/30/05 00 0423644954 05 05/01/05 0.0000 0423644954 N 04/01/35 0 9869837 E22/G02 F 330,000.00 ZZ 360 330,000.00 1 6.2500 2031.87 67 6.0000 2031.87 NUTLEY NJ 07110 5 03/25/05 00 0423652304 05 05/01/05 0.0000 0423652304 O 04/01/35 0 9869853 E22/G02 F 75,600.00 ZZ 360 75,600.00 1 6.7500 490.34 90 6.5000 490.34 PHOENIX AZ 85029 1 03/22/05 10 0423659333 01 05/01/05 25.0000 0423659333 N 04/01/35 0 9869869 E22/G02 F 63,000.00 ZZ 360 63,000.00 1 6.8750 413.87 90 6.6250 413.87 FULTON MO 65251 5 03/25/05 10 0423666171 05 05/01/05 25.0000 0423666171 O 04/01/35 0 9869873 E22/G02 F 133,000.00 ZZ 360 133,000.00 1 7.1250 896.05 95 6.8750 896.05 TAMPA FL 33604 1 03/30/05 10 0423666700 05 05/01/05 35.0000 0423666700 O 04/01/35 0 9869893 E22/G02 F 105,750.00 ZZ 360 105,750.00 1 6.8750 694.70 90 6.6250 694.70 SPOKANE WA 99203 1 03/26/05 10 0423700921 05 05/01/05 25.0000 0423700921 N 04/01/35 0 9869927 E22/G02 F 61,500.00 ZZ 360 61,500.00 2 7.2500 419.54 100 7.0000 419.54 PIQUA OH 45356 1 03/30/05 10 0423720853 05 05/01/05 35.0000 0423720853 O 04/01/35 0 9869979 E22/G02 F 404,000.00 ZZ 360 404,000.00 1 6.3750 2520.43 80 6.1250 2520.43 CHARLOTTE VT 05445 5 03/25/05 00 0423744333 05 05/01/05 0.0000 0423744333 O 04/01/35 0 9870001 E22/G02 F 67,600.00 ZZ 360 67,600.00 1 6.5000 427.28 80 6.2500 427.28 BURNSVILLE MN 55337 1 03/30/05 00 0423756394 01 05/01/05 0.0000 0423756394 N 04/01/35 0 9870139 E22/G02 F 104,160.00 ZZ 360 104,160.00 1 6.5000 564.20 80 6.2500 564.20 BROKEN ARROW OK 74012 1 03/30/05 00 0423191857 05 05/01/05 0.0000 0423191857 O 04/01/35 0 9870173 E82/G02 F 118,800.00 ZZ 360 118,800.00 1 6.2500 731.47 90 6.0000 731.47 JACKSONVILLE FL 32244 2 03/29/05 04 0401073531 03 05/01/05 25.0000 0401073531 N 04/01/35 0 9871299 N74/G02 F 206,000.00 ZZ 360 206,000.00 1 6.2500 1268.38 79 6.0000 1268.38 RICHMOND VA 23238 5 03/17/05 00 0439103656 05 05/01/05 0.0000 0035987010 O 04/01/35 0 9871331 E82/G02 F 161,200.00 ZZ 360 161,200.00 1 6.0000 966.48 74 5.7500 966.48 PISCATAWAY NJ 08854 2 03/26/05 00 0401082037 05 05/01/05 0.0000 0401082037 O 04/01/35 0 9871335 E82/G02 F 153,500.00 ZZ 360 153,500.00 1 6.3750 957.64 95 6.1250 957.64 KATY TX 77450 2 03/25/05 04 0401062534 05 05/01/05 30.0000 0401062534 O 04/01/35 0 9871367 P44/G02 F 217,000.00 ZZ 360 217,000.00 1 6.5000 1371.59 67 6.2500 1371.59 PROVINCETOWN MA 02657 2 03/25/05 00 0439110495 01 05/01/05 0.0000 0502280015 O 04/01/35 0 9871623 X51/G02 F 104,675.00 ZZ 360 104,675.00 1 6.3750 653.04 79 6.1250 653.04 ALACHUA FL 32615 1 03/29/05 00 0439102765 05 05/01/05 0.0000 0050224001 O 04/01/35 0 9871817 E22/G02 F 116,000.00 ZZ 360 116,000.00 1 6.2500 714.23 80 6.0000 714.23 MERIDIAN ID 83642 1 03/22/05 00 0423670637 03 05/01/05 0.0000 0423670637 O 04/01/35 0 9871845 E22/G02 F 114,480.00 ZZ 360 114,480.00 1 6.1250 584.33 80 5.8750 584.33 CULLMAN AL 35055 1 03/31/05 00 0423681782 05 05/01/05 0.0000 0423681782 O 04/01/35 0 9871905 E22/G02 F 115,784.00 ZZ 360 115,784.00 1 6.5000 731.83 80 6.2500 731.83 RIVERTON UT 84065 1 03/29/05 00 0423711043 01 05/01/05 0.0000 0423711043 N 04/01/35 0 9871915 E22/G02 F 110,964.00 ZZ 360 110,964.00 1 6.5000 701.37 80 6.2500 701.37 RIVERTON UT 84065 1 03/29/05 00 0423714047 01 05/01/05 0.0000 0423714047 N 04/01/35 0 9872083 E22/G02 F 96,000.00 ZZ 360 96,000.00 1 6.1250 583.31 80 5.8750 583.31 TUCSON AZ 85711 1 03/29/05 00 0423805910 05 05/01/05 0.0000 0423805910 N 04/01/35 0 9872109 E22/G02 F 202,800.00 ZZ 360 202,800.00 1 6.1250 1232.23 80 5.8750 1232.23 PORTLAND OR 97219 1 03/30/05 00 0423835818 03 05/01/05 0.0000 0423835818 O 04/01/35 0 9872137 E22/G02 F 185,500.00 ZZ 360 185,500.00 4 6.3750 1157.28 70 6.1250 1157.28 NORFOLK VA 23503 5 03/31/05 00 0423118793 05 05/01/05 0.0000 0423118793 N 04/01/35 0 9872195 E22/G02 F 100,800.00 ZZ 360 100,800.00 1 6.5000 637.12 90 6.2500 637.12 MARTINSBURG WV 25401 1 03/31/05 10 0423455310 05 05/01/05 25.0000 0423455310 N 04/01/35 0 9872215 E22/G02 F 104,000.00 ZZ 360 104,000.00 1 6.3750 648.82 87 6.1250 648.82 SPOKANE WA 99205 2 03/29/05 04 0423473750 05 05/01/05 25.0000 0423473750 N 04/01/35 0 9872241 E22/G02 F 105,000.00 ZZ 360 105,000.00 2 6.7500 681.03 49 6.5000 681.03 GRANTS PASS OR 97526 5 03/29/05 00 0423500479 05 05/01/05 0.0000 0423500479 N 04/01/35 0 9872291 E22/G02 F 149,350.00 ZZ 360 149,350.00 1 6.6250 956.30 75 6.3750 956.30 PHILADELPHIA PA 19146 1 03/31/05 00 0423542117 07 05/01/05 0.0000 0423542117 N 04/01/35 0 9872379 E22/G02 F 192,000.00 ZZ 360 192,000.00 1 6.2500 1182.18 80 6.0000 1182.18 AUBURN WA 98001 1 03/28/05 00 0423596626 05 05/01/05 0.0000 0423596626 O 04/01/35 0 9872393 E22/G02 F 157,200.00 ZZ 360 157,200.00 1 6.3750 835.13 80 6.1250 835.13 AURORA CO 80015 1 03/31/05 00 0423608959 03 05/01/05 0.0000 0423608959 O 04/01/35 0 9872411 E22/G02 F 92,000.00 ZZ 360 92,000.00 1 6.2500 479.17 80 6.0000 479.17 BRIGHTON MI 48116 1 03/31/05 00 0423619659 05 05/01/05 0.0000 0423619659 N 04/01/35 0 9872465 E22/G02 F 118,000.00 ZZ 360 118,000.00 1 6.2500 614.58 49 6.0000 614.58 SURPRISE AZ 85374 1 03/25/05 00 0423627140 03 05/01/05 0.0000 0423627140 N 04/01/35 0 9872499 E22/G02 F 280,000.00 ZZ 360 280,000.00 1 6.5000 1769.79 61 6.2500 1769.79 RICHMOND VA 23220 5 03/31/05 00 0423383793 05 05/01/05 0.0000 0423383793 N 04/01/35 0 9872993 F34/G02 F 125,000.00 ZZ 360 125,000.00 1 6.3750 779.84 70 6.1250 779.84 PALM BAY FL 32909 5 03/23/05 00 0439107566 05 05/01/05 0.0000 4500502072 N 04/01/35 0 9873473 E22/G02 F 460,000.00 ZZ 360 460,000.00 1 5.8750 2721.07 54 5.6250 2721.07 ANNANDALE VA 22003 1 03/17/05 00 0423531102 03 05/01/05 0.0000 0423531102 O 04/01/35 0 9873521 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.2500 615.72 80 6.0000 615.72 SPOKANE VALLEYWA 99206 1 03/25/05 00 0423596857 05 05/01/05 0.0000 0423596857 O 04/01/35 0 9873533 E22/G02 F 93,750.00 ZZ 360 93,750.00 1 6.3750 584.88 75 6.1250 584.88 WILMINGTON NC 28412 1 04/01/05 00 0423599950 05 05/01/05 0.0000 0423599950 N 04/01/35 0 9873551 E22/G02 F 151,500.00 ZZ 360 151,500.00 1 6.3750 945.16 80 6.1250 945.16 ANDERSON CA 96007 5 03/25/05 00 0423611334 05 05/01/05 0.0000 0423611334 O 04/01/35 0 9873575 E22/G02 F 294,300.00 ZZ 360 294,300.00 1 6.0000 1764.48 80 5.7500 1764.48 COON RAPIDS MN 55448 1 04/01/05 00 0423637040 05 05/01/05 0.0000 0423637040 O 04/01/35 0 9873637 E22/G02 F 185,000.00 ZZ 360 185,000.00 1 6.6250 1184.58 74 6.3750 1184.58 HOLLADAY UT 84124 5 03/26/05 00 0423712207 05 05/01/05 0.0000 0423712207 O 04/01/35 0 9874029 U05/G02 F 184,000.00 ZZ 360 184,000.00 3 6.6250 1178.17 80 6.3750 1178.17 CARROLLTON GA 30117 2 03/25/05 00 0439114414 05 05/01/05 0.0000 3000726702 N 04/01/35 0 9874169 Q14/G02 F 104,500.00 ZZ 360 104,500.00 1 6.7500 677.79 50 6.5000 677.79 PHOENIX AZ 85050 5 03/21/05 00 0439108515 05 05/01/05 0.0000 0525070 O 04/01/35 0 9874523 E22/G02 F 116,000.00 ZZ 360 116,000.00 1 6.6250 742.76 80 6.3750 742.76 YAKIMA WA 98902 5 03/25/05 00 0423723741 05 05/01/05 0.0000 0423723741 O 04/01/35 0 9874643 E22/G02 F 128,800.00 TX 360 128,800.00 1 6.2500 793.04 80 6.0000 793.04 KINGSLAND TX 78639 5 03/29/05 00 0423473461 03 05/01/05 0.0000 0423473461 O 04/01/35 0 9874749 E22/G02 F 150,400.00 ZZ 360 150,400.00 4 6.2500 926.04 80 6.0000 926.04 BATON ROUGE LA 70816 1 04/04/05 00 0423618784 05 05/01/05 0.0000 0423618784 N 04/01/35 0 9874769 E22/G02 F 134,400.00 ZZ 360 134,400.00 1 6.1250 816.63 80 5.8750 816.63 ROYAL OAK MI 48067 2 03/30/05 00 0423630680 05 05/01/05 0.0000 0423630680 O 04/01/35 0 9874799 E22/G02 F 112,500.00 T 360 112,500.00 1 6.3750 701.85 75 6.1250 701.85 NEWMAN LAKE WA 99025 5 03/25/05 00 0423652429 05 05/01/05 0.0000 0423652429 O 04/01/35 0 9874815 E22/G02 F 175,900.00 ZZ 360 175,900.00 1 6.3750 1097.39 59 6.1250 1097.39 CARSON CITY NV 89705 5 03/23/05 00 0423668680 05 05/01/05 0.0000 0423668680 N 04/01/35 0 9874829 E22/G02 F 175,900.00 ZZ 360 175,900.00 1 6.3750 1097.39 58 6.1250 1097.39 CARSON CITY NV 89705 5 03/23/05 00 0423679976 05 05/01/05 0.0000 0423679976 N 04/01/35 0 9874831 E22/G02 F 175,900.00 ZZ 360 175,900.00 1 6.3750 1097.39 60 6.1250 1097.39 CARSON CITY NV 89705 5 03/23/05 00 0423680735 05 05/01/05 0.0000 0423680735 N 04/01/35 0 9874887 E22/G02 F 164,000.00 ZZ 360 164,000.00 1 6.3750 1023.15 77 6.1250 1023.15 OMAHA NE 68132 5 03/30/05 00 0423712678 05 05/01/05 0.0000 0423712678 O 04/01/35 0 9876025 E22/G02 F 176,000.00 ZZ 360 176,000.00 3 6.5000 1112.44 80 6.2500 1112.44 WEST PALM BEACFL 33407 1 04/05/05 00 0423561083 05 05/01/05 0.0000 0423561083 N 04/01/35 0 9876099 E22/G02 F 151,200.00 ZZ 360 151,200.00 1 6.1250 918.71 80 5.8750 918.71 FERNLEY NV 89408 1 03/31/05 00 0423646975 05 05/01/05 0.0000 0423646975 N 04/01/35 0 9876115 E22/G02 F 100,000.00 TX 360 100,000.00 1 6.3750 623.87 74 6.1250 623.87 ODESSA TX 79763 5 03/31/05 00 0423662469 05 05/01/05 0.0000 0423662469 O 04/01/35 0 9876117 E22/G02 F 148,000.00 ZZ 360 148,000.00 1 6.5000 935.46 78 6.2500 935.46 ALPENA MI 49707 5 03/31/05 00 0423664085 05 05/01/05 0.0000 0423664085 O 04/01/35 0 9876121 E22/G02 F 205,500.00 ZZ 360 205,500.00 1 6.1250 1248.64 61 5.8750 1248.64 MINDEN NV 89423 5 04/04/05 00 0423670710 05 05/01/05 0.0000 0423670710 O 04/01/35 0 9876403 E82/G02 F 156,000.00 ZZ 360 156,000.00 1 6.3750 973.24 84 6.1250 973.24 COLORADO SPRINCO 80916 2 03/24/05 04 0401101217 05 05/01/05 12.0000 0401101217 O 04/01/35 0 Total Number of Loans 1,261 Total Original Balance 212,152,275.20 Total Principal Balance 211,687,240.42 Total Original P+I 1,288,119.36 Total Current P+I 1,288,117.72 Fixed Rate Passthru Loan Number Sub Serv Fee Principal Bal Mstr Serv Fee Curr Note Rate Alloc Exp Net Curr Misc Exp Investor Rate Spread Post Strip Rate Strip 8525128 0.2500 132635.11 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 8614902 0.2500 117299.64 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.5000 1.4200 9578424 0.2500 119706.19 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9592150 0.2500 136419.71 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9614494 0.2500 106045.27 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9614512 0.2500 142072.29 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9614518 0.2500 103695.19 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9620643 0.2500 114205.46 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9628167 0.2500 129377.36 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9629016 0.2500 152518.28 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9629036 0.2500 127311.14 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9629142 0.2500 166151.49 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9629182 0.2500 121052.60 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9629206 0.2500 197027.91 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9629210 0.2500 96912.43 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9629214 0.2500 150628.04 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9629258 0.2500 140456.53 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9631310 0.2500 131464.91 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631698 0.2500 127505.59 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9631732 0.2500 128723.56 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9631748 0.2500 179632.06 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9631782 0.2500 140212.80 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9633752 0.2500 104804.97 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9633768 0.2500 118157.31 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9633816 0.2500 95817.35 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9633876 0.2500 117391.91 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9634048 0.2500 101406.69 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9634102 0.2500 118778.97 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9634104 0.2500 111786.89 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9634128 0.2500 419219.93 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9634138 0.2500 105761.72 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9634140 0.2500 99709.91 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9634154 0.2500 111781.72 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9634158 0.2500 94923.33 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9634174 0.2500 190903.26 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9634182 0.2500 131742.75 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9634190 0.2500 203040.09 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9635324 0.2500 98822.48 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9635352 0.2500 122087.26 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9635356 0.2500 97914.27 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9635372 0.2500 107789.52 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9635392 0.2500 163694.68 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9635402 0.2500 115533.72 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9635410 0.2500 156479.47 0.0800 5.8750 0.0000 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0.0000 5.9200 5.5000 0.4200 9855783 0.2500 189600.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9855879 0.2500 68000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9855931 0.2500 212500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9855981 0.2500 102000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9856021 0.2500 191760.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9856071 0.2500 133000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9856095 0.2500 180500.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9856103 0.2500 135000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9857029 0.2500 128716.64 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9857057 0.2500 140000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9857209 0.2500 304000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9857693 0.2500 194823.72 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 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7.5000 0.0000 7.2500 0.0000 7.1700 5.5000 1.6700 9859939 0.2500 124000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9859951 0.2500 132000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9859961 0.2500 160000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9859989 0.2500 252500.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9860055 0.2500 139500.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9860093 0.2500 600000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9860097 0.2500 75525.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9860109 0.2500 165000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9860125 0.2500 153600.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9860127 0.2500 175000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9860129 0.2500 150000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9860133 0.2500 56700.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.5000 1.1700 9860147 0.2500 212000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9860203 0.2500 80000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9860217 0.2500 194650.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9860283 0.2500 400000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9860363 0.2500 78000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9860365 0.2500 123200.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9860373 0.2500 76400.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9860409 0.2500 132000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9860857 0.2500 376000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9862583 0.2500 134400.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9862617 0.2500 181800.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9862643 0.2500 172000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9862649 0.2500 126000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9862655 0.2500 151200.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9862669 0.2500 71920.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9862673 0.2500 50000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9862699 0.2500 128000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9862711 0.2500 101600.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9862725 0.2500 99750.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9862765 0.2500 94450.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9862853 0.2500 125300.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9862865 0.2500 94100.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9862871 0.2500 139500.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9862889 0.2500 487800.00 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.5000 1.4200 9863269 0.2500 231750.00 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.5000 1.4200 9863541 0.2500 67500.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.5000 1.2950 9863629 0.2500 112000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9864639 0.2500 440000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9864641 0.2500 108000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9864681 0.2500 42000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9864791 0.2500 154400.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9864803 0.2500 95501.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9864841 0.2500 354500.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9864849 0.2500 118400.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9864851 0.2500 73800.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.5000 1.1700 9864905 0.2500 149400.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9864943 0.2500 93000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9866123 0.2500 445200.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9866135 0.2500 62840.31 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9866469 0.2500 40600.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.5000 1.1700 9866489 0.2500 155800.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9866551 0.2500 161000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9866623 0.2500 100000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9866661 0.2500 103000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9866711 0.2500 122300.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9866725 0.2500 52000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9866761 0.2500 39000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9866779 0.2500 92400.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9866821 0.2500 88800.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9866839 0.2500 177500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9866889 0.2500 65000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9866895 0.2500 281250.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9866899 0.2500 190000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9866921 0.2500 128800.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9866925 0.2500 128800.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9866955 0.2500 286000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9866971 0.2500 51200.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9866975 0.2500 294282.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9867049 0.2500 220000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9867051 0.2500 167500.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9867495 0.2500 358750.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9867545 0.2500 112000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9868127 0.2500 108000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9868217 0.2500 122250.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9868247 0.2500 160000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9868265 0.2500 67500.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9868363 0.2500 81000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9868417 0.2500 96000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9868557 0.2500 187500.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9868589 0.2500 206000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9868621 0.2500 174000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9868627 0.2500 155500.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9868923 0.2500 145000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9868977 0.2500 153000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9869059 0.2500 144000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9869071 0.2500 160000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9869423 0.2500 68600.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9869495 0.2500 296000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9869497 0.2500 111120.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9869501 0.2500 196000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9869555 0.2500 211920.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9869561 0.2500 60000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9869619 0.2500 140000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9869645 0.2500 182000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9869697 0.2500 201880.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9869771 0.2500 66600.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9869813 0.2500 104000.00 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.5000 1.4200 9869817 0.2500 50300.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9869837 0.2500 330000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9869853 0.2500 75600.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9869869 0.2500 63000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9869873 0.2500 133000.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.5000 1.2950 9869893 0.2500 105750.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9869927 0.2500 61500.00 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.5000 1.4200 9869979 0.2500 404000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9870001 0.2500 67600.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9870139 0.2500 104160.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9870173 0.2500 118800.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9871299 0.2500 206000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9871331 0.2500 161200.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9871335 0.2500 153500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9871367 0.2500 217000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9871623 0.2500 104675.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9871817 0.2500 116000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9871845 0.2500 114480.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9871905 0.2500 115784.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9871915 0.2500 110964.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9872083 0.2500 96000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9872109 0.2500 202800.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9872137 0.2500 185500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9872195 0.2500 100800.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9872215 0.2500 104000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9872241 0.2500 105000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9872291 0.2500 149350.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9872379 0.2500 192000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9872393 0.2500 157200.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9872411 0.2500 92000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9872465 0.2500 118000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9872499 0.2500 280000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9872993 0.2500 125000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9873473 0.2500 460000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9873521 0.2500 100000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9873533 0.2500 93750.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9873551 0.2500 151500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9873575 0.2500 294300.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9873637 0.2500 185000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9874029 0.2500 184000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9874169 0.2500 104500.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9874523 0.2500 116000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9874643 0.2500 128800.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9874749 0.2500 150400.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9874769 0.2500 134400.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9874799 0.2500 112500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9874815 0.2500 175900.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9874829 0.2500 175900.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9874831 0.2500 175900.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9874887 0.2500 164000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9876025 0.2500 176000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9876099 0.2500 151200.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9876115 0.2500 100000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9876117 0.2500 148000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9876121 0.2500 205500.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9876403 0.2500 156000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 Total Number of Loans: 1,261 Total Original Balance: 212,152,275.20 Total Principal Balance: 211,687,240.42 Total Original P+I: 1,288,119.36 Total Current P+I: 1,288,117.72 EXHIBIT TWO SCHEDULE OF DISCOUNT FRACTIONS Schedule of Discount Fractions Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 9592150 $136,419.71 5.470% .5455% $744.11 9629142 $166,151.49 5.470% .5455% $906.28 9631310 $131,464.91 5.220% 5.0909% $6,692.76 9654274 $340,033.62 5.095% 7.3636% $25,038.84 9654288 $316,069.65 5.470% .5455% $1,724.02 9654300 $358,803.71 4.845% 11.9091% $42,730.26 9654308 $45,916.96 5.470% .5455% $250.46 9654310 $30,535.94 5.470% .5455% $166.56 9654312 $36,722.96 5.470% .5455% $200.31 9654328 $214,609.70 5.220% 5.0909% $10,925.58 9654340 $84,219.11 5.345% 2.8182% $2,373.45 9654366 $354,007.45 5.470% .5455% $1,930.95 9654428 $147,709.17 5.470% .5455% $805.69 9654748 $329,309.25 5.470% .5455% $1,796.23 9654752 $163,656.72 5.470% .5455% $892.67 9654806 $320,794.57 5.220% 5.0909% $16,331.36 9654810 $81,414.90 5.470% .5455% $444.08 9654888 $229,276.13 5.470% .5455% $1,250.60 9654890 $215,526.06 5.220% 5.0909% $10,972.24 9654892 $120,547.14 5.470% .5455% $657.53 9655354 $346,024.21 5.470% .5455% $1,887.40 9655378 $304,161.99 5.470% .5455% $1,659.07 9655404 $300,155.33 5.345% 2.8182% $8,458.92 9655412 $147,690.22 5.470% .5455% $805.58 9655418 $111,765.56 5.470% .5455% $609.63 9655426 $150,792.54 5.345% 2.8182% $4,249.61 9655428 $178,936.98 5.470% .5455% $976.02 9655462 $172,438.30 5.470% .5455% $940.57 9655464 $219,770.30 5.470% .5455% $1,198.75 9655466 $82,542.71 5.345% 2.8182% $2,326.20 9655486 $66,649.94 5.095% 7.3636% $4,907.86 9656102 $332,599.18 5.220% 5.0909% $16,932.32 9656158 $299,357.06 5.345% 2.8182% $8,436.43 9656190 $218,990.64 5.470% .5455% $1,194.49 9656230 $221,768.21 5.470% .5455% $1,209.64 9656234 $332,302.99 5.470% .5455% $1,812.56 9656248 $164,808.17 5.095% 7.3636% $12,135.87 9656306 $118,750.90 5.470% .5455% $647.73 9656312 $187,394.20 5.345% 2.8182% $5,281.11 9656332 $161,652.80 5.345% 2.8182% $4,555.67 9656424 $224,517.79 5.345% 2.8182% $6,327.32 9656490 $199,561.17 5.220% 5.0909% $10,159.48 9656512 $167,631.38 5.220% 5.0909% $8,533.96 9656530 $199,561.17 5.220% 5.0909% $10,159.48 9656690 $159,496.44 5.470% .5455% $869.98 9656694 $82,639.07 5.470% .5455% $450.76 9656716 $231,474.37 5.220% 5.0909% $11,784.15 9656738 $166,217.86 5.220% 5.0909% $8,462.00 9656740 $123,001.40 4.970% 9.6364% $11,852.86 9656744 $140,704.87 5.470% .5455% $767.48 9656754 $95,569.95 4.970% 9.6364% $9,209.47 9656758 $136,359.19 5.345% 2.8182% $3,842.85 9656764 $243,489.28 5.470% .5455% $1,328.12 9656806 $122,063.96 5.470% .5455% $665.80 9668056 $444,524.27 5.345% 2.8182% $12,527.50 9668060 $290,351.39 5.345% 2.8182% $8,182.63 9668072 $484,493.63 5.470% .5455% $2,642.69 9668084 $550,567.75 4.970% 9.6364% $53,054.71 9668086 $639,315.80 5.345% 2.8182% $18,017.08 9668088 $249,738.99 5.470% .5455% $1,362.21 9668094 $439,518.40 5.220% 5.0909% $22,375.48 9668096 $598,744.12 5.470% .5455% $3,265.88 9668100 $209,560.45 5.470% .5455% $1,143.06 9668102 $359,274.50 5.470% .5455% $1,959.68 9668104 $385,187.77 5.345% 2.8182% $10,855.29 9668110 $379,204.60 5.470% .5455% $2,068.39 9668118 $359,256.35 5.220% 5.0909% $18,289.41 9668120 $395,151.32 5.345% 2.8182% $11,136.08 9668124 $224,753.72 5.220% 5.0909% $11,442.01 9668130 $247,480.90 5.470% .5455% $1,349.90 9668140 $115,379.41 5.470% .5455% $629.34 9668166 $159,365.72 5.470% .5455% $869.27 9668168 $209,560.45 5.470% .5455% $1,143.06 9685357 $115,512.03 5.470% .5455% $630.07 9718283 $215,069.81 5.345% 2.8182% $6,061.06 9801419 $648,639.45 5.470% .5455% $3,538.03 9817657 $190,000.00 5.470% .5455% $1,036.36 9817685 $104,780.21 5.470% .5455% $571.53 9817703 $199,581.36 5.470% .5455% $1,088.63 9817793 $358,842.18 5.095% 7.3636% $26,423.83 9817803 $220,000.00 5.470% .5455% $1,200.00 9818933 $188,405.16 5.470% .5455% $1,027.66 9819093 $435,000.00 5.470% .5455% $2,372.73 9819311 $259,162.21 5.345% 2.8182% $7,303.66 9834373 $199,526.17 5.095% 7.3636% $14,692.38 9838425 $170,821.47 5.470% .5455% $931.75 9838437 $309,876.13 5.470% .5455% $1,690.23 9838455 $136,856.96 5.470% .5455% $746.49 9838461 $958,198.53 5.470% .5455% $5,226.54 9838777 $102,892.46 5.470% .5455% $561.23 9840699 $70,500.00 5.470% .5455% $384.55 9840719 $70,500.00 5.470% .5455% $384.55 9841163 $625,067.01 5.470% .5455% $3,409.46 9860093 $600,000.00 5.470% .5455% $3,272.73 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 each of the Senior Percentage and Subordinate Class 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; (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 a 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, and assistance in using the website, can be obtained by calling the Trustee's Shareholder Relations desk at (800) 735-7777. To receive this statement via first class mail, telephone the Trustee at (800) 735-7777. EXHIBIT FOUR STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF AUGUST 1, 2004 =============================================================================== STANDARD TERMS OF POOLING AND SERVICING AGREEMENT Dated as of August 1, 2004 Residential Accredit Loans, Inc. Mortgage Asset-Backed Pass-Through Certificates ===============================================================================
TABLE OF CONTENTS PAGE -ii- Article I DEFINITIONS...............................................................2 Section 1.01. Definitions...........................................................2 Section 1.02. Use of Words and Phrases.............................................32 Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........33 Section 2.01. Conveyance of Mortgage Loans.........................................33 Section 2.02. Acceptance by Trustee................................................39 Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company.............................................................40 Section 2.04. Representations and Warranties of Sellers............................42 Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I Certificates...................44 Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee........................................44 Section 2.07. Issuance of Certificates Evidencing Interests in REMIC II............44 Section 2.08. Purposes and Powers of the Trust.....................................44 Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................45 Section 3.01. Master Servicer to Act as Servicer...................................45 Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations.........46 Section 3.03. Successor Subservicers...............................................47 Section 3.04. Liability of the Master Servicer.....................................48 Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders..........................................................48 Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee........ 48 Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account...........................................................49 Section 3.08. Subservicing Accounts; Servicing Accounts............................51 Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans..............................................................53 Section 3.10. Permitted Withdrawals from the Custodial Account.....................53 i Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder..................................................................55 Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage....................................................................56 Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments................................57 Section 3.14. Realization Upon Defaulted Mortgage Loans............................59 Section 3.15. Trustee to Cooperate; Release of Mortgage Files......................63 Section 3.16. Servicing and Other Compensation; Compensating Interest..............64 Section 3.17. Reports to the Trustee and the Company...............................65 Section 3.18. Annual Statement as to Compliance....................................65 Section 3.19. Annual Independent Public Accountants' Servicing Report..............66 Section 3.20. Rights of the Company in Respect of the Master Servicer..............66 Section 3.21. Administration of Buydown Funds......................................67 Section 3.22 Advance Facility.....................................................67 Article IV PAYMENTS TO CERTIFICATEHOLDERS...........................................68 Section 4.01. Certificate Account..................................................68 Section 4.02. Distributions........................................................68 Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting............................................68 Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer.............................................70 Section 4.05. Allocation of Realized Losses........................................72 Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property........72 Section 4.07. Optional Purchase of Defaulted Mortgage Loans........................72 Section 4.08. Surety Bond..........................................................72 Article V THE CERTIFICATES.........................................................74 Section 5.01. The Certificates.....................................................74 Section 5.02. Registration of Transfer and Exchange of Certificates................76 Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................81 Section 5.04. Persons Deemed Owners................................................82 ii Section 5.05. Appointment of Paying Agent..........................................82 Section 5.06. U.S.A. Patriot Act Compliance........................................82 Article VI THE COMPANY AND THE MASTER SERVICER......................................83 Section 6.01. Respective Liabilities of the Company and the Master Servicer........83 Section 6.02. Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer............83 Section 6.03. Limitation on Liability of the Company, the Master Servicer and Others.................................................................... 84 Section 6.04. Company and Master Servicer Not to Resign............................85 Article VII DEFAULT..................................................................86 Section 7.01. Events of Default....................................................86 Section 7.02. Trustee or Company to Act; Appointment of Successor..................88 Section 7.03. Notification to Certificateholders...................................89 Section 7.04. Waiver of Events of Default..........................................89 Article VIII CONCERNING THE TRUSTEE...................................................90 Section 8.01. Duties of Trustee....................................................90 Section 8.02. Certain Matters Affecting the Trustee................................91 Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans................93 Section 8.04. Trustee May Own Certificates.........................................93 Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.............................................................93 Section 8.06. Eligibility Requirements for Trustee.................................94 Section 8.07. Resignation and Removal of the Trustee...............................95 Section 8.08. Successor Trustee....................................................95 Section 8.09. Merger or Consolidation of Trustee...................................96 Section 8.10. Appointment of Co-Trustee or Separate Trustee........................96 Section 8.11. Appointment of Custodians............................................97 Section 8.12. Appointment of Office or Agency......................................98 Article IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES.....................99 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..............................................................99 iii Section 9.02. Additional Termination Requirements.................................102 Section 9.03. Termination of Multiple REMICs......................................103 Article X REMIC PROVISIONS........................................................104 Section 10.01.REMIC Administration................................................104 Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification....107 Section 10.03.Designation of REMIC(s).............................................108 Article XI MISCELLANEOUS PROVISIONS................................................109 Section 11.01.Amendment...........................................................109 Section 11.02.Recordation of Agreement; Counterparts..............................111 Section 11.03.Limitation on Rights of Certificateholders..........................112 Section 11.04.Governing Law.......................................................112 Section 11.05.Notices.............................................................113 Section 11.06.Required Notices to Rating Agency and Subservicer...................114 Section 11.07.Severability of Provisions..........................................114 Section 11.08.Supplemental Provisions for Resecuritization........................114 Section 11.09.Allocation of Voting Rights.........................................114 Section 11.10.No Petition.........................................................114 iv 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
v This is the Standard Terms of Pooling and Servicing Agreement, dated as of August 1, 2004 (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 ACCREDIT LOANS, 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 asset-backed 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: 1 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 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 and (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 Servicemembers Civil Relief Act of 1940, as amended, or similar legislation or regulations as in effect from time to time, 2 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. 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. Advance Facility: As defined in Section 3.22. Advance Facility Notice: As defined in Section 3.22. Advance Facility Trustee: As defined in Section 3.22. Advancing Person: As defined in Section 3.22. 3 Advance Reimbursement Amounts: As defined in Section 3.22. 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 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. 4 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 (w) aggregate Foreclosure Profits, (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 this Section 3.16(e) is less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in connection with Principal Prepayments in Full 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 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. 5 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: With respect to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of 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, 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: With respect to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of 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) during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount (or, if the Mortgage Pool is comprised of two or more Loan Groups, Available Distribution Amount for the related Loan Group) 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 6 Payments, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a Class R Certificate for purposes hereof and, solely for the purpose of giving any consent or direction pursuant to this Agreement, any Certificate, other than a Class R Certificate, registered in the name of the Company, the Master Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be outstanding and the Percentage Interest or Voting Rights evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has been obtained. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate Register. Certificate Insurer: As defined in the Series Supplement. 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 each Certificate 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 represented 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. 7 Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 5.02. Class: Collectively, all of the Certificates bearing the same designation. The initial Class A-V Certificates and any Subclass thereof issued pursuant to Section 5.01(c) shall be a single Class for purposes of this Agreement. Class A-P Certificate: Any one of the Certificates designated as a Class A-P Certificate. Class A-P Collection Shortfall: With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan, any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the excess of the amount described in clause (C)(1) of the definition of Class A-P Principal Distribution Amount (for the related Loan Group, if applicable) over the amount described in clause (C)(2) of such definition. Class A-P Principal Distribution Amount: With respect 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 the aggregate of: (A) the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan (or, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Discount Mortgage Loan in the related Loan Group) 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 (or, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Discount Mortgage Loan in the related Loan Group) 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 such 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 (or, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Discount Mortgage Loan in the related Loan Group) that occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b)) 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 Mortgage Loan to the extent applied as recoveries of principal; 8 (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 related Loan Group, if applicable, and the amount of any Class A-P Collection Shortfalls (for the related Loan Group, if applicable) 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 the related Loan Group, if applicable) for such Distribution Date, if any, related to each Discount Mortgage Loan (in the related Loan Group, if applicable). Notwithstanding the foregoing, with respect to any Distribution Date on and after the Credit Support Depletion Date, the Class A-P Principal Distribution Amount (for a Loan Group, if applicable) shall equal the excess of (i) the sum of (a) the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan (in the related Loan Group, if applicable) received or advanced prior to the related Determination Date and not previously distributed minus the Discount Fraction of the principal portion of any related Debt Service Reduction which together with other Bankruptcy Losses exceeds the Bankruptcy Amount and (b) the related Discount Fraction of the aggregate amount of unscheduled collections described in clauses (B) and (C) above over (ii) the amount calculated pursuant to clause (F) above. 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, as amended. 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 9 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(a) except as may be required pursuant to the last sentence of such Section. Compliance With Laws Representation: The following representation and warranty (or any representation and warranty that is substantially similar) made by Residential Funding in Section 4 of Assignment Agreement: "Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state, and federal laws, including, but not limited to, all applicable anti-predatory lending laws". Cooperative: A private, cooperative housing corporation which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes, among other things, the sale of Cooperative Stock. Cooperative Apartment: A dwelling unit in a multi-dwelling building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease or occupancy agreement. Cooperative Lease: With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment. Cooperative Loans: Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an assignment of the Cooperative Lease, (iv) financing statements and (v) a stock power (or other similar instrument), and ancillary thereto, a recognition agreement between the Cooperative and the originator of the Cooperative Loan, each of which was transferred and assigned to the Trustee pursuant to Section 2.01 and are from time to time held as part of the Trust Fund. 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 Repository: Equifax, Transunion and Experian, or their successors in interest. Credit Support Depletion Date: The first Distribution Date on which the Certificate Principal Balances of the Subordinate Certificates have been reduced to zero. 10 Credit Support Pledge Agreement: The Credit Support Pledge Agreement, dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage Corporation, Combined Collateral LLC and The First National Bank of Chicago (now known as Bank One, National Association), as custodian. Cumulative Insurance Payments: As defined in the Series Supplement. Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full. Custodial Account: The custodial account or accounts created and maintained pursuant to Section 3.07 in the name of a depository institution, as custodian for the holders of the Certificates, for the holders of certain other interests in mortgage loans serviced or sold by the Master Servicer and for the Master Servicer, into which the amounts set forth in Section 3.07 shall be deposited directly. Any such account or accounts shall be an Eligible Account. Custodial Agreement: An agreement that may be entered into among the Company, the Master Servicer, the Trustee and a Custodian pursuant to which the Custodian will hold certain documents relating to the Mortgage Loans on behalf of the Trustee. Custodian: A custodian appointed pursuant to a Custodial Agreement. Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof at the Cut-off Date after giving effect to all installments of principal due on or prior thereto (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. 11 The determination as to whether a Mortgage Loan falls into these categories is made as of the close of business on the last business day of each month. For example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of the close of business on July 31 would then be considered to be 30 to 59 days delinquent. Delinquency information as of the Cut-off Date is determined and prepared as of the close of business on the last business day immediately prior to the Cut-off Date. Depository: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is Cede & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository. Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and has not been replaced. Determination Date: As defined in the Series Supplement. Discount Fraction: With respect to each Discount Mortgage Loan, the fraction expressed as a percentage, the numerator of which is the Discount Net Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount Mortgage Loan is set forth as an exhibit attached to the Series Supplement. Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to the definition of Qualified Substitute Mortgage Loan. Discount Net Mortgage Rate: As defined in the Series Supplement. 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 the 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 12 imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any "electing large partnership," as defined in Section 775(a) of the Code and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms "United States", "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. Distribution Date: The 25th day of any month beginning in the month immediately following the month of the initial issuance of the Certificates or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day. Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due Period on which the Monthly Payment is due. Due Period: With respect to any Distribution Date, the one-month period set forth in the Series Supplement. Eligible Account: An account that is any of the following: (i) maintained with a depository institution the debt obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Trustee and each Rating Agency) the registered Holders of Certificates have a claim with respect to the funds in such account or a perfected first security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of the Custodial Account, a trust account or accounts maintained in the corporate trust department of Bank One, National Association, or (iv) in the case of the Certificate Account, a trust account or accounts maintained in the corporate trust division of the Trustee, or (v) an account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency). 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. 13 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 clause (E) of the definition of Class A-P Principal Distribution Amount. 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. 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. 14 Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event. Fannie Mae: Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto. FASIT: A "financial asset securitization investment trust" within the meaning of Section 860L of the Code. FDIC: Federal Deposit Insurance Corporation or any successor thereto. Final Distribution Date: The Distribution Date on which the final distribution in respect of the Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than the end of the 90-day liquidation period described in Section 9.02. Fitch: Fitch Ratings or its successor in interest. Foreclosure Profits: As to any Distribution Date or related Determination Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the month in which such Cash Liquidation or REO Disposition occurred. Form 10-K Certification: As defined in Section 4.03(e). Fraud Losses: Realized 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. 15 Initial Certificate Principal Balance: With respect to each Class of Certificates, the Certificate Principal Balance of such Class of Certificates as of the Cut-off Date, as set forth in the Series Supplement. Initial Monthly Payment Fund: An amount representing scheduled principal amortization and interest at the Net Mortgage Rate for the Due Date in the first Due Period commencing subsequent to the Cut-off Date for those Mortgage Loans for which the Trustee will not be entitled to receive such payment, and as more specifically defined in the Series Supplement. Initial Notional Amount: With respect to any Class or Subclass of Interest Only Certificates, the amount initially used as the principal basis for the calculation of any interest payment amount, as more specifically defined in the Series Supplement. Initial Subordinate Class Percentage: As defined in the Series Supplement. Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Primary Insurance Policy or any other related insurance policy covering a Mortgage Loan (excluding any Certificate Policy (as defined in the Series Supplement)), to the extent such proceeds are payable to the mortgagee under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not applied to the restoration of the related Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account. Insurer: Any named insurer under any Primary Insurance Policy or any successor thereto or the named insurer in any replacement policy. Interest Accrual Period: As defined in the Series Supplement. Interest Only Certificates: A Class or Subclass of Certificates not entitled to payments of principal, and designated as such in the Series Supplement. The Interest Only Certificates will have no Certificate Principal Balance. Interim Certification: As defined in Section 2.02. International Borrower: In connection with any Mortgage Loan, a borrower who is (a) a United States citizen employed in a foreign country, (b) a non-permanent resident alien employed in the United States or (c) a citizen of a country other than the United States with income derived from sources outside the United States. 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. 16 Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered. Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by the Master Servicer in connection with the taking of an entire Mortgaged Property by exercise of the power of eminent domain or condemnation or in connection with the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds. Loan Group: Any group of Mortgage Loans designated as a separate loan group in the Series Supplement. The Certificates relating to each Loan Group will be designated in the Series Supplement. Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of which is the current principal balance of the related Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property. Lower Priority: As of any date of determination and any Class of Subordinate Certificates, any other Class of Subordinate Certificates then outstanding with a later priority for payments pursuant to Section 4.02 (a). Lowest Priority: As of any date of determination, the Class of Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, 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. 17 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. 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. 18 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) 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. 19 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. 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 timely payment of 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 short-term debt 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 short-term debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor's, in the case 20 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 debt 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; (v) any mutual fund, money market fund, common trust fund or other pooled investment vehicle, the assets of which are limited to instruments that otherwise would constitute Permitted Investments hereunder and have been rated by each Rating Agency in its highest short-term rating available (in the case of Standard & Poor's such rating shall be either AAAm or AAAm-G), including any such fund that is managed by the Trustee or any affiliate of the Trustee or for which the Trustee or any of its affiliates acts as an adviser; 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 (without giving effect to any Certificate Policy (as defined in the Series Supplement) in the case of Insured Certificates (as defined in the Series Supplement) 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 rating category available 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 rating category available obligations shall mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and either A-+ 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. 21 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, payment intangibles, instruments, documents, deposit accounts, 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. 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 22 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 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. Program Guide: Collectively, the Client Guide and the Servicer Guide for Residential Funding's Expanded Criteria Mortgage Program. 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); 23 (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 "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 24 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 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. 25 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. Reimbursement Amounts: As defined in Section 3.22. 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. 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, 26 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 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. 27 Senior Accelerated Distribution Percentage: With respect to any Distribution Date occurring on or prior to the 60th Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100%. With respect to any Distribution Date thereafter and any such Loan Group, if applicable, as follows: (i) for any Distribution Date after the 60th Distribution Date but on or prior to the 72nd Distribution Date, the related Senior Percentage for such Distribution Date plus 70% of the related Subordinate Percentage for such Distribution Date; (ii) for any Distribution Date after the 72nd Distribution Date but on or prior to the 84th Distribution Date, the related Senior Percentage for such Distribution Date plus 60% of the related Subordinate Percentage for such Distribution Date; (iii) for any Distribution Date after the 84th Distribution Date but on or prior to the 96th Distribution Date, the related Senior Percentage for such Distribution Date plus 40% of the related Subordinate Percentage for such Distribution Date; (iv) for any Distribution Date after the 96th Distribution Date but on or prior to the 108th Distribution Date, the related Senior Percentage for such Distribution Date plus 20% of the related Subordinate Percentage for such Distribution Date; and (v) for any Distribution Date thereafter, the Senior Percentage for such Distribution Date; provided, however, (i) that any scheduled reduction to the Senior Accelerated Distribution Percentage described above shall not occur as of any Distribution Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Subordinate Certificates, is less than 50% 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 28 (ii) that for any Distribution Date on which the Senior Percentage is greater than the Senior 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 (excluding the Discount Fraction of the Discount Mortgage Loans in such Loan Group) exceeds the weighted average of the initial Senior Percentages (calculated on such basis) for each Loan Group, each of the Senior Accelerated Distribution Percentages for such Distribution Date will equal 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the related Senior Certificates (other than the Class A-P Certificates, if any) to zero, the related Senior Accelerated Distribution Percentage shall thereafter be 0%. Senior Certificate: As defined in the Series Supplement. Senior Percentage: As defined in the Series Supplement. Senior Support Certificate: A Senior Certificate that provides additional credit enhancement to certain other classes of Senior Certificates and designated as such in the Preliminary Statement of the Series Supplement. Series: All of the Certificates issued pursuant to a Pooling and Servicing Agreement and bearing the same series designation. Series Supplement: The agreement into which this Standard Terms is incorporated and pursuant to which, together with this Standard Terms, a Series of Certificates is issued. Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08. 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, 3.11, 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 Advance Reimbursement Amounts: As defined in Section 3.22. 29 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 Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successor in interest. Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, as of any Distribution Date, (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 has been 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 with the Due Period related to the previous 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 30 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 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 31 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. Successor Master Servicer: As defined in Section 3.22. Surety: Ambac, or its successors in interest, or such other surety as may be identified in the Series Supplement. Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in respect to Mortgage Loans originated by Novus Financial Corporation, in each case issued by Ambac for the benefit of certain beneficiaries, including the Trustee for the benefit of the Holders of the Certificates, but only to the extent that such Surety Bond covers any Additional Collateral Loans, or such other Surety Bond as may be identified in the Series Supplement. Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of any REMIC formed under the Series Supplement and under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws. Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Certificate. Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate. Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate. Trust Fund: The segregated pool of assets related to a Series, with respect to which one or more REMIC elections are to be made pursuant to this Agreement, consisting of: (i) the Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans, 32 (ii) all payments on and collections in respect of the Mortgage Loans due after the Cut-off Date as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund, including the proceeds from the liquidation of Additional Collateral for any Additional Collateral Loan or Pledged Assets for any Pledged Asset Loan, but not including amounts on deposit in the Initial Monthly Payment Fund, (iii) property that secured a Mortgage Loan and that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged Assets with respect to each Pledged Asset Loan, and the interest in the Surety Bond transferred to the Trustee pursuant to Section 2.01, and (v) all proceeds of clauses (i) through (iv) above. Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to fiscal periods ending on or after December 15, 1995. Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies. United States Person or U.S. Person: (i) A citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership for United States federal income tax purposes organized in or under the laws of the United States or any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations provide otherwise), 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 or U.S. Person unless all persons that own an interest in such partnership either directly or indirectly through any chain of entities no one of which is a corporation for United States federal income tax purposes are required by the applicable operating agreement to be United States Persons, (iii) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain Trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons will also be a U.S. Person. U.S.A. Patriot Act: Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001, as amended. 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. 33 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. 34 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 for the benefit of the Certificateholders 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 for the benefit of the Holders of the Insured Certificates (as defined in the Series Supplement). (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 in blank or to the order of the Trustee, and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon; (iii) Unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage to the Trustee with evidence of recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; and 35 (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred loan agreement. and (II) with respect to each Cooperative Loan so assigned: (i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to the Trustee; (iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank; (iv) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan; (v) The Security Agreement; (vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause (vi) above showing an unbroken chain of title from the originator to the Trustee, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (viii) An executed assignment of the interest of the originator in the Security Agreement, Assignment of Proprietary Lease and the recognition agreement referenced in clause (iv) above, showing an unbroken chain of title from the originator to the Trustee; (ix) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Cooperative Loan; and (x) A duly completed UCC-1 financing statement showing the Master Servicer as debtor, the Company as secured party and the Trustee as assignee and a 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. 36 (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. The parties hereto agree that it is not intended that any Mortgage Loan be included in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004. (d) Notwithstanding the provisions of Section 2.01(c), in connection with any Mortgage Loan, if the Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by the public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver or cause to be delivered to the Trustee or the respective Custodian a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Company shall promptly cause to be recorded in the appropriate public office for real property records the Assignment referred to in clause (I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of counsel acceptable to the Trustee and the Master Servicer, such recording is not required to protect the Trustee's interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Company or the originator of such Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns, and shall promptly cause to be filed the Form UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to the Company because of any defect therein, the Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause such Assignment to be recorded in accordance with this paragraph. The Company shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such 37 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 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. Nonetheless, (a) this Agreement is intended to be and hereby is 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 38 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, 9-314 and 9-106 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law. The Company and, at the Company's direction, Residential Funding and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to create a security interest in the Mortgage Loans, any Uncertificated REMIC Regular Interests and the other property described above, such security interest would be determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform 39 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 type or jurisdiction of organization 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 any and all money, securities, security entitlements, accounts, general intangibles, payment intangibles, instruments, documents, deposit accounts, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description consisting of, arising from or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies of the Company as owner of such Mortgage Loan under or in connection with the Assigned Contracts, whether arising under the terms of such Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default by the Mortgagor under or in connection with the Assigned Contracts, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) the Pledged Amounts and all money, securities, security entitlements, accounts, general intangibles, payment intangibles, instruments, documents, deposit accounts, 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 secures a Pledged Asset Loan, (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 40 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) above (except that for purposes of such acknowledgement only, a Mortgage Note may be endorsed in blank) and declares that it, or a Custodian as its agent, holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it, or a Custodian as its agent, and the rights of Residential Funding with respect to any Pledged Assets, Additional Collateral and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust for the use and benefit of all present and future Certificateholders. The Trustee or Custodian (such Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain that all required documents (specifically as set forth in Section 2.01(b)), have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to the Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to Section 2.01(b) above have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. Upon delivery of the Mortgage Files by the Company or the Master Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(c) above. If the Custodian, as the Trustee's agent, finds any document or documents constituting a part of a Mortgage File to be missing or defective, the Trustee shall promptly so notify the Master Servicer and the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master Servicer, the Company and the Trustee of any such omission or defect found by it in respect of any Mortgage File held by it in respect of the items reviewed by it pursuant to the Custodial Agreement. If such omission or defect materially and adversely affects the interests of the Certificateholders, the Master Servicer shall promptly notify the related Subservicer or Seller of such omission or defect and request that such Subservicer or Seller correct or cure such omission or defect within 60 days from the date the Master Servicer was notified of such omission or defect and, if such Subservicer or Seller does not correct or cure such omission or defect within such period, that such Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its Purchase Price, in either case within 90 days from the date the Master Servicer was notified of such omission or defect; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The Purchase Price for any such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be deposited or caused to be deposited by the Master Servicer in the Custodial Account maintained by it pursuant to Section 3.07 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 41 Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the Seller or its designee or the Subservicer or its designee, as the case may be, any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust Fund. In furtherance of the foregoing, if the Subservicer or Seller that repurchases the Mortgage Loan is not a member of MERS and the Mortgage is registered on the MERS(R) System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to such Subservicer or Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Seller or the Subservicer, as the case may be, to so cure or purchase any Mortgage Loan as to which a material and adverse defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to Certificateholders or the Trustee on behalf of the Certificateholders. Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company. (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is or will be in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not violate the Master Servicer's Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Company, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; 42 (iv) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; (v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vi) The Master Servicer will comply in all material respects in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Required Insurance Policy; (vii) No information, certificate of an officer, statement furnished in writing or report delivered to the Company, any Affiliate of the Company or the Trustee by the Master Servicer will, to the knowledge of the Master Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not misleading; (viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will comply with the provisions of Section 3.02; and (ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Company, the Master Servicer, the Trustee or any Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the 43 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 applicable to a Mortgage Loan. Insofar as the Assignment Agreement or the Company's rights under such Seller's Agreement relate to the representations and warranties made by Residential Funding or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement that have been assigned to the Trustee pursuant to this Section 2.04 or of a breach of any of the representations and warranties made in the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the related Seller or Residential Funding, as the case may be, of such breach and request that such Seller or Residential Funding, as the case may be, either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that in the case of a breach under the Assignment Agreement Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. If a breach of the Compliance With Laws Representation has given rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement, 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 or the Custodian 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 44 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 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 Compliance With Laws Representation shall constitute the sole remedy 45 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 Certificates. As provided in Section 2.05 of the Series Supplement. Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee. As provided in Section 2.06 of the Series Supplement. Section 2.07. Issuance of Certificates Evidencing Interests in REMIC II. As provided in Section 2.07 of the Series Supplement. Section 2.08. Purposes and Powers of the Trust. The purpose of the trust, as created hereunder, is to engage in the following activities: (a) to sell the Certificates to the Company in exchange for the Mortgage Loans; (b) to enter into and perform its obligations under this Agreement; (c) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (d) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders. The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.08 may not be amended, without the consent of the Certificateholders evidencing a majority of the aggregate Voting Rights of the Certificates. 46 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 appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.16(c), with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Master Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal 47 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 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 hereto 48 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. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (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 Seller's obligation has been assigned to the Trustee hereunder, to the extent that the non-performance of any such Seller's obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not intended to, and does not, limit the ability of the Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of a Seller's obligations (insofar as the Company's rights with respect to such Seller's obligations have been assigned to the Trustee hereunder) and are reimbursable pursuant to Section 3.10(a)(viii). Section 3.03. Successor Subservicers. The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master Servicer enters into a Subservicing Agreement with a successor 49 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. (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 50 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. Notwithstanding anything in this Section to the contrary, the Master Servicer shall not enforce any prepayment charge to the extent that such enforcement would violate any applicable law. 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 51 Servicing Modification) can be no more than five percent 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 (including amounts received from Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the Compliance With Laws Representation and all amounts required to be deposited in connection with the substitution of a Qualified Substitute Mortgage Loan pursuant to Section 2.03 or 2.04; (v) Any amounts required to be deposited pursuant to Section 3.07(c) or 3.21; (vi) All amounts transferred from the Certificate Account to the Custodial Account in accordance with Section 4.02(a); (vii) Any amounts realized by the Subservicer and received by the Master Servicer in respect of any Additional Collateral; and 52 (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. 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 53 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. 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 54 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 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; 55 (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 a prior calendar month, or any Advance reimbursable to the Master Servicer pursuant to Section 4.02(a); (viii) to reimburse itself or the Company for expenses incurred by and reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing, in accordance with this Agreement, any repurchase, substitution or indemnification obligation of any Seller (other than an Affiliate of the Company) pursuant to the related Seller's Agreement; (ix) to reimburse itself for Servicing Advances expended by it (a) pursuant to Section 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (ii) or (viii) above; and 56 (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 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 57 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 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 58 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 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: 59 (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), or the modification or supplement to the Mortgage Note or Mortgage to be 60 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 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 61 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 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 62 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 calculations hereunder so long 63 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 64 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 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 65 Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered directly or through a Subservicer to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered directly or through a Subservicer to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the Master Servicer upon deposit of the related Liquidation Proceeds in the Custodial Account. (c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master Servicer, if necessary, any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate any insurance coverage under any Required Insurance Policy or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. Section 3.16. Servicing and Other Compensation; Compensating Interest. (a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (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 66 (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 co-trustee (as provided in Section 8.05) and the fees and expense of any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14. (d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement. (e) Notwithstanding any other provision herein, the amount of servicing compensation that the Master Servicer shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall be reduced (but not below zero) by an amount equal to Compensating Interest (if any) for such Distribution Date. Such reduction shall be applied during such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii), and second, to any income or gain realized from any investment of funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b), respectively. In making such reduction, the Master Servicer (i) will not withdraw from the Custodial Account any such amount representing all or a portion of the Servicing Fee to which it is entitled pursuant to Section 3.10(a)(iii), and (ii) will not withdraw from the Custodial Account or Certificate Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(b). Section 3.17. Reports to the Trustee and the Company. Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trustee and the Company a statement, certified by a Servicing Officer, setting forth the status of the Custodial Account as of the close of business on such Distribution Date as it relates to the Mortgage Loans and showing, for the period covered by such statement, the aggregate of deposits in or withdrawals from the Custodial Account in respect of the Mortgage Loans for each category of deposit specified in Section 3.07 and each category of withdrawal specified in Section 3.10. Section 3.18. Annual Statement as to Compliance. The Master Servicer will deliver to the Company and the Trustee 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 67 throughout such year, or, if there has been material noncompliance with such servicing standards or a default in the fulfillment in all material respects of any such obligation relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof and (iii) to the best of such officers' knowledge, each Subservicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations under its Subservicing Agreement in all material respects throughout such year, or, if there has been material noncompliance with such servicing standards or a material default in the fulfillment of such obligations relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof. Section 3.19. Annual Independent Public Accountants' Servicing Report. On or before 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 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 68 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. 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. Section 3.22. Advance Facility (a) The Master Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an "Advance Facility") under which (1) the Master Servicer sells, assigns or pledges to another Person (an "Advancing Person") the Master Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by the Master Servicer pursuant to this Agreement. No consent of the Depositor, the Trustee, the Certificateholders or any other party shall be required before the Master Servicer may enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on the Master Servicer's behalf, the Master Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement. If the Master Servicer enters into an Advance Facility, and for so long as an Advancing Person remains entitled to receive reimbursement for any Advances including Nonrecoverable 69 Advances ("Advance Reimbursement Amounts") and/or Servicing Advances including Nonrecoverable Advances ("Servicing Advance Reimbursement Amounts" and together with Advance Reimbursement Amounts, "Reimbursement Amounts") (in each case to the extent such type of Reimbursement Amount is included in the Advance Facility), as applicable, pursuant to this Agreement, then the Master Servicer shall identify such Reimbursement Amounts consistent with the reimbursement rights set forth in Section 3.10(a)(ii) and (vii) and remit such Reimbursement Amounts in accordance with this Section 3.22 or otherwise in accordance with the documentation establishing the Advance Facility to such Advancing Person or to a trustee, agent or custodian (an "Advance Facility Trustee") designated by such Advancing Person in an Advance Facility Notice described below in Section 3.22(b). Notwithstanding the foregoing, if so required pursuant to the terms of the Advance Facility, the Master Servicer may direct, and if so directed in writing the Trustee is hereby authorized to and shall pay to the Advance Facility Trustee the Reimbursement Amounts identified pursuant to the preceding sentence. An Advancing Person whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master Servicer or a Subservicer pursuant to Section 3.02(a) or 6.02(c) hereof and shall not be deemed to be a Subservicer under this Agreement. Notwithstanding anything to the contrary herein, in no event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in the Available Distribution Amount or distributed to Certificateholders. (b) If the Master Servicer enters into an Advance Facility and makes the election set forth in Section 3.22(a), the Master Servicer and the related Advancing Person shall deliver to the Certificate Insurer and the Trustee a written notice and payment instruction (an "Advance Facility Notice"), providing the Trustee with written payment instructions as to where to remit Advance Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts (each to the extent such type of Reimbursement Amount is included within the Advance Facility) on subsequent Distribution Dates. The payment instruction shall require the applicable Reimbursement Amounts to be distributed to the Advancing Person or to an Advance Facility Trustee designated in the Advance Facility Notice. An Advance Facility Notice may only be terminated by the joint written direction of the Master Servicer and the related Advancing Person (and any related Advance Facility Trustee). The Master Servicer shall provide the Certificate Insurer, if any, with notice of any termination of any Advance Facility pursuant to this Section 3.22(b). (c) Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing Advances made with respect to the Mortgage Loans for which the Master Servicer would be permitted to reimburse itself in accordance with Section 3.10(a)(ii) and (vii) hereof, assuming the Master Servicer or the Advancing Person had made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, except with respect to reimbursement of Nonrecoverable Advances as set forth in Section 3.10(c) of this Agreement, no Person shall be entitled to reimbursement from funds held in the Collection Account for future distribution to Certificateholders pursuant to this Agreement. Neither the Depositor nor the Trustee shall have any duty or liability with respect to the calculation of any Reimbursement Amount, nor shall the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or have any responsibility to track, 70 Person or Advance Facility Trustee; provided, however, the Trustee shall maintain records with respect to the payment of such Reimbursement Amounts as it does with respect to other distributions made pursuant to this Agreement. The Master Servicer shall maintain and provide to any Successor Master Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced by, sold, pledged or assigned to, and reimbursed to any Advancing Person. The Successor Master Servicer shall be entitled to rely on any such information provided by the Master Servicer and the Successor Master Servicer shall not be liable for any errors in such information. (d) Upon the direction of and at the expense of the Master Servicer, the Trustee agrees to execute such acknowledgments reasonably satisfactory to the Trustee provided by the Master Servicer recognizing the interests of any Advancing Person or Advance Facility Trustee in such Reimbursement Amounts as the Master Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.22. (e) Reimbursement Amounts collected with respect to each Mortgage Loan shall be allocated to outstanding unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a "first-in, first out" ("FIFO") basis, subject to the qualifications set forth below: (i) Any successor Master Servicer to Residential Funding (a "Successor Master Servicer") and the Advancing Person or Advance Facility Trustee shall be required to apply all amounts available in accordance with this Section 3.22(e) to the reimbursement of Advances and Servicing Advances in the manner provided for herein; provided, however, that after the succession of a Successor Master Servicer, (A) to the extent that any Advances or Servicing Advances with respect to any particular Mortgage Loan are reimbursed from payments or recoveries, if any, from the related Mortgagor, and Liquidation Proceeds or Insurance Proceeds, if any, with respect to that Mortgage Loan, reimbursement shall be made, first, to the Advancing Person or Advance Facility Trustee in respect of Advances and/or Servicing Advances related to that Mortgage Loan to the extent of the interest of the Advancing Person or Advance Facility Trustee in such Advances and/or Servicing Advances, second to the Master Servicer in respect of Advances and/or Servicing Advances related to that Mortgage Loan in excess of those in which the Advancing Person or Advance Facility Trustee Person has an interest, and third, to the Successor Master Servicer in respect of any other Advances and/or Servicing Advances related to that Mortgage Loan, from such sources as and when collected, and (B) reimbursements of Advances and Servicing Advances that are Nonrecoverable Advances shall be made pro rata to the Advancing Person or Advance Facility Trustee, on the one hand, and any such Successor Master Servicer, on the other hand, on the basis of the respective aggregate outstanding unreimbursed Advances and Servicing Advances that are Nonrecoverable Advances owed to the Advancing Person, Advance Facility Trustee or Master Servicer pursuant to this Agreement, on the one hand, and any such Successor Master Servicer, on the other hand, and without regard to the date on which any such Advances or Servicing Advances shall have been made. In the event that, as a result of the FIFO allocation made pursuant to this Section 3.22(e), some or all of a Reimbursement Amount paid to the Advancing Person or Advance Facility Trustee relates to Advances or Servicing Advances that were made by a Person other than Residential Funding or the Advancing Person or Advance Facility Trustee, then the Advancing Person or Advance Facility Trustee shall be required to remit 71 any portion of such Reimbursement Amount to the Person entitled to such portion of such Reimbursement Amount. Without limiting the generality of the foregoing, Residential Funding shall remain entitled to be reimbursed by the Advancing Person or Advance Facility Trustee for all Advances and Servicing Advances funded by Residential Funding to the extent the related Reimbursement Amount(s) have not been assigned or pledged to an Advancing Person or Advance Facility Trustee. The documentation establishing any Advance Facility shall require Residential Funding to provide to the related Advancing Person or Advance Facility Trustee loan by loan information with respect to each Reimbursement Amount distributed to such Advancing Person or Advance Facility Trustee on each date of remittance thereof to such Advancing Person or Advance Facility Trustee, to enable the Advancing Person or Advance Facility Trustee to make the FIFO allocation of each Reimbursement Amount with respect to each Mortgage Loan. (ii) By way of illustration, and not by way of limiting the generality of the foregoing, if the Master Servicer resigns or is terminated at a time when the Master Servicer is a party to an Advance Facility, and is replaced by a Successor Master Servicer, and the Successor Master Servicer directly funds Advances or Servicing Advances with respect to a Mortgage Loan and does not assign or pledge the related Reimbursement Amounts to the related Advancing Person or Advance Facility Trustee, then all payments and recoveries received from the related Mortgagor or received in the form of Liquidation Proceeds with respect to such Mortgage Loan (including Insurance Proceeds collected in connection with a liquidation of such Mortgage Loan) will be allocated first to the Advancing Person or Advance Facility Trustee until the related Reimbursement Amounts attributable to such Mortgage Loan that are owed to the Master Servicer and the Advancing Person, which were made prior to any Advances or Servicing Advances made by the Successor Master Servicer, have been reimbursed in full, at which point the Successor Master Servicer shall be entitled to retain all related Reimbursement Amounts subsequently collected with respect to that Mortgage Loan pursuant to Section 3.10 of this Agreement. To the extent that the Advances or Servicing Advances are Nonrecoverable Advances to be reimbursed on an aggregate basis pursuant to Section 3.10 of this Agreement, the reimbursement paid in this manner will be made pro rata to the Advancing Person or Advance Facility Trustee, on the one hand, and the Successor Master Servicer, on the other hand, as described in clause (i)(B) above. (f) The Master Servicer shall remain entitled to be reimbursed for all Advances and Servicing Advances funded by the Master Servicer to the extent the related rights to be reimbursed therefor have not been sold, assigned or pledged to an Advancing Person. (g) Any amendment to this Section 3.22 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.22, including amendments to add provisions relating to a successor master servicer, may be entered into by the Trustee, the Certificate Insurer, Depositor and the Master Servicer without 72 the consent of any Certificateholder, with written confirmation from each Rating Agency that the amendment 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, notwithstanding anything to the contrary in Section 11.01 of or elsewhere in this Agreement. (h) Any rights of set-off that the Trust Fund, the Trustee, the Depositor, any Successor Master Servicer or any other Person might otherwise have against the Master Servicer under this Agreement shall not attach to any rights to be reimbursed for Advances or Servicing Advances that have been sold, transferred, pledged, conveyed or assigned to any Advancing Person. (i) At any time when an Advancing Person shall have ceased funding Advances and/or Servicing Advances (as the case may be) and the Advancing Person or related Advance Facility Trustee shall have received Reimbursement Amounts sufficient in the aggregate to reimburse all Advances and/or Servicing Advances (as the case may be) the right to reimbursement for which were assigned to the Advancing Person, then upon the delivery of a written notice signed by the Advancing Person and the Master Servicer or its successor or assign) to the Trustee terminating the Advance Facility Notice (the "Notice of Facility Termination"), the Master Servicer or its Successor Master Servicer shall again be entitled to withdraw and retain the related Reimbursement Amounts from the Custodial Account pursuant to Section 3.10. (j) After delivery of any Advance Facility Notice, and until any such Advance Facility Notice has been terminated by a Notice of Facility Termination, this Section 3.22 may not be amended or otherwise modified without the prior written consent of the related Advancing Person. 73 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 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. The Trustee or its Affiliates are permitted to receive compensation that could be deemed to be in the Trustee's economic self-interest for (i) serving as investment adviser (with respect to investments made through its Affiliates), administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. 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 74 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 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 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 75 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 the Series Supplement. 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 Section 4.03(e) 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 Rules 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. This Section 4.03(e) may be amended in accordance with this Agreement without the consent of the Certificateholders. 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 Servicemembers Civil Relief Act, 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 76 before 11:00 A.M. New York time on any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit Date shall be less than payments to Certificateholders required to be made on the following Distribution Date. The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b) that has been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made by the Master Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances on any Distribution Date shall be allocated to specific Monthly Payments due but delinquent for previous Due Periods, which allocation shall be made, to the extent practicable, to Monthly Payments which have been delinquent for the longest period of time. Such allocations shall be conclusive for purposes of reimbursement to the Master Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10. The determination by the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the Master Servicer delivered to the Company and the Trustee. If the Master Servicer determines as of the Business Day preceding any Certificate Account Deposit Date that it will be unable to deposit in the Certificate Account an amount equal to the Advance required to be made for the immediately succeeding Distribution Date, it shall give notice to the Trustee of its inability to advance (such notice may be given by telecopy), not later than 3:00 P.M., New York time, on such Business Day, specifying the portion of such amount that it will be unable to deposit. Not later than 3:00 P.M., New York time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee shall have been notified in writing (by telecopy) that the Master Servicer shall have directly or indirectly deposited in the Certificate Account such portion of the amount of the Advance as to which the Master Servicer shall have given notice pursuant to the preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights and obligations of the Master Servicer under this Agreement in accordance with Section 7.01 and (b) assume the rights and obligations of the Master Servicer hereunder, including the obligation to deposit in the Certificate Account an amount equal to the Advance for the immediately succeeding Distribution Date. The Trustee shall deposit all funds it receives pursuant to this Section 4.04 into the Certificate Account. 77 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 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. 78 (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. 79 ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. (a) The Senior, Class M, Class B and Class R Certificates shall be substantially in the forms set forth in Exhibits A, B, C and D, respectively, and shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Company upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Certificates shall be issuable in the minimum denominations designated in the Preliminary Statement to the Series Supplement. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. (b) Except as provided below, registration of Book-Entry Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Holders of the Book-Entry Certificates shall hold their respective Ownership Interests in and to each of such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be 80 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. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in the related Class of Certificates. In order to make such a request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions shall contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the Definitive Certificate, (ii) the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in such Class of Certificates and (iii) the Trustee shall execute and the Certificate Registrar shall authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the Certificate Principal Balance of the Definitive Certificate. 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 any instructions required under Section 5.01 and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) If the Class A-V Certificates are Definitive Certificates, 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 to this Agreement as Exhibit N executed by an authorized officer, which Subclasses, in the aggregate, will 81 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 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 82 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 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 83 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), 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 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. 84 (B) Any purported Certificate Owner whose acquisition or holding of any Class M Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, the Underwriters and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. (f) (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. (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. 85 (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 shall 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. (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. 86 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, shall 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 (in the case of the Insured Certificates (as defined in the Series Supplement), such determination shall be made without giving effect to the Certificate Policy (as defined in the Series Supplement)), Class M or Class B Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency; and (B) subject to Section 10.01(f), an Officers' Certificate of the Master Servicer stating that the Master Servicer has received an Opinion of Counsel, in form and substance satisfactory to the Master Servicer, to the effect that such modification, addition to or absence of such provisions will not cause any portion of any REMIC formed under the Series Supplement to cease to qualify as a REMIC and will not cause (x) any portion of any REMIC formed under the Series Supplement to be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person that is a Disqualified Organization or (y) a Certificateholder or another Person to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee. 87 (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 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. 88 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 shall 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 distributed to such Certificateholders. Any sums so held by such Paying Agent shall be held only in Eligible Accounts to the extent such sums are not distributed to the Certificateholders on the date of receipt by such Paying Agent. Section 5.06. U.S.A. Patriot Act Compliance. In order for it to comply with its duties under the U.S.A. Patriot Act, the Trustee shall obtain and verify certain information from the other parties hereto, including but not limited to such parties' name, address and other identifying information. 89 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 shall each keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation, and shall 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 (in the case of the Insured Certificates (as defined in the Series Supplement), such determination shall be made without giving effect to the Certificate Policy (as defined in the Series Supplement)), 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 rating of the Classes of Certificates (in the case of the Insured Certificates (as defined in the Series Supplement), such determination shall be made without giving effect to the Certificate Policy (as defined in the Series Supplement)) 90 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 91 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. 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. 92 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 deposit or cause to be deposited into the Certificate Account any amounts required to be so deposited therein at the time required pursuant to Section 4.01 or otherwise or 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 each 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, 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 93 (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. 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. 94 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 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 95 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. 96 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 97 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 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: (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; 98 (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 (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. 99 (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 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. 100 (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, including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to the provisions of this paragraph, 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 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. 101 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. 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, 102 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 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 103 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 Certificateholders of the appointment of any Custodian (other than the Custodian appointed as of the Closing Date) pursuant to this Section 8.11. 104 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. 105 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. The purchase price paid by the Master Servicer shall also include any amounts owed by Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the Compliance With Laws Representation, 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. 106 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, the 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. Such notice shall be prepared 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) and mailed by the Trustee to the Certificateholders 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: (iii) 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, (iv) 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 107 (v) that the Record Date otherwise applicable to such Distribution Date is not applicable, and 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. (b) 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). Notwithstanding 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. (c) If any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date (if so required by the terms hereof), the Trustee shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if it exercised its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to 108 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. (d) 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 109 comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any 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. 110 ARTICLE X REMIC PROVISIONS Section 10.01. REMIC Administration. (a) The REMIC Administrator shall make an election to treat the Trust Fund as one or more REMICs under the Code and, if necessary, under applicable state law. The assets of each such REMIC will be set forth in the Series Supplement. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of each REMIC election in respect of the Trust Fund, Certificates and interests to be designated as the "regular interests" and the sole class of "residual interests" in the REMIC will be set forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC elected in respect of the Trust Fund other than the "regular interests" and "residual interests" so designated. (b) The Closing Date is hereby designated as the "startup day" of the Trust Fund within the meaning of Section 860G(a)(9) of the Code. (c) The REMIC Administrator shall hold a Class R Certificate representing a 0.01% Percentage Interest each Class of the Class R Certificates and shall be designated as "the tax matters person" with respect to each REMIC in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax 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. 111 (e) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Trustee, and the Trustee shall forward to the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Master Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created hereunder to take such actions as are reasonably within the Master Servicer's or the REMIC Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the Trustee shall assist the Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master Servicer and the REMIC Administrator to do so). The Master Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any portion of any REMIC formed under the Series Supplement as a REMIC or (ii) result in the imposition of a tax upon any such REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) 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 112 addition, prior to taking any action with respect to any REMIC created hereunder or any related assets thereof, or causing any such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee will consult with the Master Servicer or the REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any such REMIC, and the Trustee shall not take any such action or cause any such REMIC to take any such action as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur. The Master Servicer or the REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the Master Servicer or the REMIC Administrator. At all times as may be required by the Code, the Master Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of any such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X, or (iii) otherwise against amounts on deposit in the Custodial Account as provided by Section 3.10 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be 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. 113 (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 a Class A-V Certificate would be reduced to zero is the Maturity Date for each such Certificate and Interest. (l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each REMIC created hereunder. (m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii) the termination of any such REMIC pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain nor accept any contributions to any such REMIC after the Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of such REMIC as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause such REMIC 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. 114 (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. Section 10.04. Distributions on the Uncertificated REMIC I and REMIC II Regular Interests. As provided in Section 10.04 of the Series Supplement. Section 10.05. Compliance with Withholding Requirements. As provided in Section 10.05 of the Series Supplement. 115 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 (in the case of the Insured Certificates (as defined in the Series Supplement), such determination shall be made without giving effect to the Certificate Policy (as defined in the Series Supplement)), 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 (in the case of the Insured Certificates (as defined in the Series Supplement), such determination shall be made without giving effect to the Certificate Policy (as defined in the Series Supplement)), 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, 116 (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 other shortfalls. Any such 117 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 L, 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. 118 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. 119 Section 11.05. Notices. As provided in Section 11.05 of the Series Supplement. Section 11.06. Required Notices to Rating Agency and Subservicer. The Company, the Master Servicer or the Trustee, as applicable, (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. 120 Section 11.07. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. Section 11.08. Supplemental Provisions for Resecuritization. This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Company or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Company may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Company, the Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective interests would not be materially adversely affected 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. Section 11.10. No Petition. As provided in Section 11.10 of the Series Supplement. 121 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.] [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ] OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[ ] PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.] Certificate No. [ %][Variable] Pass-Through Rate [based on a Notional Amount] Class A- Senior Date of Pooling and Servicing [Percentage Interest: %] Agreement and Cut-off Date: ___________ 1, ____ Aggregate Initial [Certificate Principal Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the _________ 25, ____ Class A- Certificates: Master Servicer: [Initial] [Certificate Principal Residential Funding Balance] [Interest Only/Class A-V] [Subclass] Corporation Notional Amount] of this Certificate: $ ] Assumed Final Distribution Date: CUSIP 76110F- ___________ 25, ____ MORTGAGE ASSET-BACKED 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 ACCREDIT LOANS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Accredit Loans, 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 Accredit Loans, 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 Accredit Loans, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred A-2 to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (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.] [The Subclass 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 immediately prior to such date.] [The [Interest Only/Class A-V][- ] Certificates have no Certificate Principal Balance.] 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] [initial Subclass 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 Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is A-3 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 A-4 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. A-5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [_________________________], as Trustee By: Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class A- Certificates referred to in the within-mentioned Agreement. [___________________________], as Certificate Registrar By: Authorized Signatory A-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Asset-Backed 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. A-7 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. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[____] OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS [_____]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[____] PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE. B-1 Any Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of this Certificate (or interest herein) that EITHER (a) such Transferee is not an investment manager, a named fiduciary or a trustee of any Plan, OR ANY OTHER PERSON, 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), 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) (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 BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN 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. B-2 Certificate No. [ ]% Pass-Through Rate Class M- Subordinate Aggregate Certificate Principal Balance Date of Pooling and Servicing of the Class M Certificates: Agreement and Cut-off Date: $ ___________ 1, ____ Initial Certificate Principal First Distribution Date: Balance of this Certificate: _________ 25, ____ $ Master Servicer: CUSIP: 76110F- Residential Funding Corporation Assumed Final Distribution Date: ___________ 25, ____ MORTGAGE ASSET-BACKED 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 ACCREDIT LOANS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Accredit Loans, 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 Accredit Loans, 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 Accredit Loans, 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 Pooling and Servicing Agreement dated as specified above (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 B-3 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, no transfer of this Class M Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the 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 Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is B-4 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 B-5 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. B-6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [____________________________], as Trustee By: Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class M- Certificates referred to in the within-mentioned Agreement. [_________________________], as Certificate Registrar By: Authorized Signatory B-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_____________________________ ______________________________________ Dated: ______________________ Signature by or on behalf of assignor _____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________ for the account of ________________________ account number __________________, or, if mailed by check, to ____________________________. Applicable statements should be mailed to _____________________ . This information is provided by_____________________, the assignee named above, or _____________________, as its agent. B-7 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. 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 CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 100% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ] OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[ ] PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE. Certificate No. [ ]% Pass-Through Rate Class B- Subordinate Aggregate Certificate Principal Balance Date of Pooling and Servicing of the Class B- Agreement and Cut-off Date: Certificates as of ___________ 1, ____ the Cut-off Date: $ First Distribution Date: _________ 25, ____ Initial Certificate Principal Balance of this Certificate: Master Servicer: $ Residential Funding Corporation Assumed Final Distribution Date: ___________ 25, ____ MORTGAGE ASSET-BACKED 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 ACCREDIT LOANS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Accredit Loans, 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 Accredit Loans, 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 Residential Accredit Loans, Inc. 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 Accredit Loans, 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 Pooling and Servicing Agreement dated as specified above (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 C-2 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 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 C-3 under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by Section 5.02(e) of 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 Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the 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 C-4 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. C-5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [_____________________________], as Trustee By: Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class M- Certificates referred to in the within-mentioned Agreement. [___________________________], as Certificate Registrar By: Authorized Signatory C-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_____________________________ ______________________________________ Dated: ______________________ Signature by or on behalf of assignor _____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________ for the account of ________________________ account number __________________, or, if mailed by check, to ____________________________. Applicable statements should be mailed to _____________________ . This information is provided by_____________________, the assignee named above, or _____________________, as its agent. C-7 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 Aggregate Initial Certificate Principal Balance of the Date of Pooling and Servicing Class R Certificates: Agreement and Cut-off Date: $100.00 ___________ 1, ____ Initial Certificate Principal First Distribution Date: Balance of this Certificate: _________ 25, ____ $ Master Servicer: Percentage Interest: Residential Funding Corporation % Assumed Final Distribution Date: CUSIP 76110F- ___________ 25, ____ MORTGAGE ASSET-BACKED 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 ACCREDIT LOANS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Accredit Loans, 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 Accredit Loans, 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 Accredit Loans, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was D-2 created pursuant to a Pooling and Servicing Agreement dated as specified above (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. D-3 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 Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the 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. D-4 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. D-5 Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. D-6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [____________________________], as Trustee By: Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class R Certificates referred to in the within-mentioned Agreement. [____________________________], as Certificate Registrar By: Authorized Signatory D-7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Asset-Backed 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. D-8 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. E-2 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. E-3 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. E-4 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: E-5 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. Pooling and Servicing Agreement Dated: Series#: Account#: Pool#: Loan#: MIN#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that all amounts received or to be received in connection with such payments which are required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement." _______________________________ Residential Funding Corporation Authorized Signature ****************************************************************************** TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement. Enclosed Documents: [ ] Promissory Note [ ] Primary Insurance Policy [ ] Mortgage or Deed of Trust [ ] Assignment(s) of Mortgage or Deed of Trust [ ] Title Insurance Policy [ ] Other: Name: _______________________ Title: Date: 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 Asset-Backed 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 G-1-1 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 or 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. G-2-1 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. 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 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. G-3-1 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__. G-4-1 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 G-5-1 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. G-6-1 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. G-7-1 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 G-8-1 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 equal to the applicable Federal short-term rate prescribed by section 1274(d). This is a change from the proposed regulation and Rev. Proc. 2001-12. In those publications the provision stated that "present values are computed using a discount rate equal to the applicable Federal rate prescribed in section 1274(d) compounded semiannually" and that "[a] lower discount rate may be used if the transferee can demonstrate that it regularly borrows, in the course of its trade G-9-1 or business, substantial funds at such lower rate from an unrelated third party." The IRS and the Treasury Department have learned that, based on this provision, certain taxpayers have been attempting to use unrealistically low or zero interest rates to satisfy the formula test, frustrating the intent of the test. Furthermore, the Treasury Department and the IRS believe that a rule allowing for a rate other than a rate based on an objective index would add unnecessary complexity to the safe harbor. As a result, the rule in the proposed regulations that permits a transferee to use a lower discount rate, if the transferee can demonstrate that it regularly borrows substantial funds at such lower rate, is not included in the final regulations; and the Federal short-term rate has been substituted for the applicable Federal rate. To simplify taxpayers' computations, the final regulations allow use of any of the published short-term rates, provided that the present values are computed with a corresponding period of compounding. With the exception of the provisions relating to transfers to foreign branches, these changes generally have the proposed applicability date of February 4, 2000, but taxpayers may choose to apply the interest rate formula set forth in the proposed regulation and Rev. Proc. 2001-12 for transfers occurring before August 19, 2002. It is anticipated that when final regulations are adopted with respect to [[Page 47453]] FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted in substantially its present form, with the result that the final regulations contained in this document will also govern transfers of FASIT ownership interests with substantially the same applicability date as is contained in this document. Effect on Other Documents G-10-1 Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of noneconomic residual interests in REMICs occurring on or after August 19, 2002. Special Analyses It is hereby certified that these regulations will not have a significant economic impact on a substantial number of small entities. This certification is based on the fact that it is unlikely that a substantial number of small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has been determined that this Treasury decision is not a significant regulatory action as defined in Executive Order 12866. Therefore, a regulatory assessment is not required. It also has been determined that sections 553(b) and 553(d) of the Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these regulations. Drafting Information The principal author of these regulations is Courtney Shepardson. However, other personnel from the IRS and Treasury Department participated in their development. List of Subjects G-11-1 26 CFR Part 1 Income taxes, Reporting and record keeping requirements. 26 CFR Part 602 Reporting and record keeping requirements. Adoption of Amendments to the Regulations Accordingly, 26 CFR parts 1 and 602 are amended as follows: PART 1--INCOME TAXES Paragraph 1. The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * G-12-1 EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE ________ , 20__ Residential Accredit Loans, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 __________________ __________________ __________________ Attention: Residential Funding Corporation Series ____-___ Re: Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class R Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by (the "Seller") to (the "Purchaser") of $ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer (the "Master Servicer"), and __________________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: 1. No purpose of the Seller relating to the transfer of the Certificate by the Seller to the Purchaser is or will be to impede the assessment or collection of any tax. 2. The Seller understands that the Purchaser has delivered to the Trustee and the Master Servicer a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know or believe that any representation contained therein is false. 3. The Seller has at the time of the transfer conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as they become due and has found no significant evidence to G-2-1 indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Seller understands that the transfer of a Class R Certificate may not be respected for United States income tax purposes (and the Seller may continue to be liable for United States income taxes associated therewith) unless the Seller has conducted such an investigation. 4. The Seller has no actual knowledge that the proposed Transferee is not both a United States Person and a Permitted Transferee. Very truly yours, ______________________________ (Seller) By: __________________________ Title: G-2-2 EXHIBIT H FORM OF INVESTOR REPRESENTATION LETTER _____________ , 20___ Residential Accredit Loans, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 __________________ __________________ __________________ Residential Funding Corporation 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 Attention: Residential Funding Corporation Series ____-___ RE: Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, [Class B-] Ladies and Gentlemen: _________________(the "Purchaser") intends to purchase from ________________ (the "Seller") $______________ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer (the "Master Servicer"), and __________________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that: 1. The Purchaser understands that (a) the Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law, (b) the Company is not required to so register or qualify the Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect. 2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any applicable state securities laws. 3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act. 4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private Placement Memorandum, dated _______, 20__, relating to the Certificates (b)] a copy of the Pooling and Servicing Agreement and [b] [c] such other information concerning the Certificates, the Mortgage Loans and the Company as has been requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in connection with the initial distribution of the Certificates and was provided with a copy of the Private Placement Memorandum (the "Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the Company, the Purchaser acknowledges that such Memorandum was provided to it by the Seller, that the Memorandum was prepared by the Company solely for use in connection with the Original Sale and the Company did not participate in or facilitate in any way the purchase of the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and not to the Company with respect to any damage, liability, claim or expense arising out of, resulting from or in connection with (a) error or omission, or alleged error or omission, contained in the Memorandum, or (b) any information, development or event arising after the date of the Memorandum.] 5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, H-2 (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Certificate under the Act, that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. 6. The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, By:____________________ Name: Title: H-3 EXHIBIT I FORM OF TRANSFEROR REPRESENTATION LETTER _______ , 20__ Residential Accredit Loans, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 __________________ __________________ __________________ Attention: Residential Funding Corporation Series ____-___ Re: Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, [Class B-] Ladies and Gentlemen: In connection with the sale by (the "Seller") to (the "Purchaser") of $ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________________, as trustee (the "Trustee"). The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, __________________________ (Seller) By: ________________________ Name: Title: EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: _______________________________________________________ The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer"). 1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act. 2. The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Master Servicer (as defined in the Pooling and Servicing Agreement (the "Agreement"), dated as of ___________ 1, ____ among Residential Funding Corporation as Master Servicer, Residential Accredit Loans, Inc. as depositor pursuant to Section 5.02 of the Agreement and __________________, as trustee, as follows: (a) The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state. (b) The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities. (c) The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer. (d) Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities. (e) The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act. [3. The Buyer (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60.] 4. This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document. IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below. Print Name of Seller Print Name of Buyer By: By: Name: Name: Title: Title: Taxpayer Identification Taxpayer Identification: No. No: Date: Date: ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers Other Than Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. 2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $ in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below. -- Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code. -- Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. -- Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements. -- Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. -- Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of Columbia. -- State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. -- ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. -- Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940. -- SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. -- Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. -- Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans. 3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934. 5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A. J-2 Will the Buyer be purchasing the Rule 144A Yes No Securities only for the Buyer's own account? 6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of "qualified institutional buyer" set forth in Rule 144A. 7. The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase. Print Name of Buyer By: _________________________ Name: Title: Date: J-3 ANNEX 2 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers That Are Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 8. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. 9. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used. -- The Buyer owned $ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). -- The Buyer is part of a Family of Investment Companies which owned in the aggregate $ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 10. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 11. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. 12. The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account. 13. The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. Print Name of Buyer By: Name: IF AN ADVISER: Print Name of Buyer Date: EXHIBIT K [TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A LIMITED GUARANTY] ARTICLE XII Subordinate Certificate Loss Coverage; Limited Guaranty Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Sub-Servicer will be entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Sub-Servicer Advances previously made, (which will not be Advances or Sub-Servicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section 4.02(a), to the extent such Advances or Sub-Servicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a). (b) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether any Realized Losses (other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses) will be allocated to the Class B Certificates on such Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer shall demand payment from Residential Funding of the amount of such Realized Loss and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a); provided, however, that the amount of such demand in respect of any Distribution Date shall in no event be greater than the sum of (i) the additional amount of Accrued Certificate Interest that would have been paid for the Class B Certificateholders on such Distribution Date had such Realized Loss or Losses not occurred plus (ii) the amount of the reduction in the Certificate Principal Balances of the Class B Certificates on such Distribution Date due to such Realized Loss or Losses. Notwithstanding such payment, such Realized Losses shall be deemed to have been borne by the Certificateholders for purposes of Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates will not be covered by the Subordinate Certificate Loss Obligation. (c) Demands for payments pursuant to this Section shall be made prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date by the Master Servicer with written notice thereof to the Trustee. The maximum amount that Residential Funding shall be required to pay pursuant to this Section on any Distribution Date (the "Amount Available") shall be equal to the lesser of (X) minus the sum of (i) all previous payments made under subsections (a) and (b) hereof and (ii) all draws under the Limited Guaranty made in lieu of such payments as described below in subsection (d) and (Y) the then outstanding Certificate Principal Balances of the Class B Certificates, or such lower amount as may be established pursuant to Section 12.02. Residential Funding's obligations as described in this Section are referred to herein as the "Subordinate Certificate Loss Obligation." (d) The Trustee will promptly notify General Motors Acceptance Corporation of any failure of Residential Funding to make any payments hereunder and shall demand payment pursuant to the limited guaranty (the "Limited Guaranty"), executed by General Motors Acceptance Corporation, of Residential Funding's obligation to make payments pursuant to this Section, in an amount equal to the lesser of (i) the Amount Available and (ii) such required payments, by delivering to General Motors Acceptance Corporation a written demand for payment by wire transfer, not later than the second Business Day prior to the Distribution Date for such month, with a copy to the Master Servicer. (e) All payments made by Residential Funding pursuant to this Section or amounts paid under the Limited Guaranty shall be deposited directly in the Certificate Account, for distribution on the Distribution Date for such month to the Class B Certificateholders. (f) The Company shall have the option, in its sole discretion, to substitute for either or both of the Limited Guaranty or the Subordinate Certificate Loss Obligation another instrument in the form of a corporate guaranty, an irrevocable letter of credit, a surety bond, insurance policy or similar instrument or a reserve fund; provided that (i) the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision) an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that obtaining such substitute corporate guaranty, irrevocable letter of credit, surety bond, insurance policy or similar instrument or reserve fund will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1) of the Code or on "contributions after the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding, and (ii) no such substitution shall be made unless (A) the substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not less than the then current Amount Available and contains provisions that are in all material respects equivalent to the original Limited Guaranty or Subordinate Certificate Loss Obligation (including that no portion of the fees, reimbursements or other obligations under any such instrument will be borne by the Trust Fund), (B) the long term debt obligations of any obligor of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not supported by the Limited Guaranty) shall be rated at least the lesser of (a) the rating of the long term debt obligations of General Motors Acceptance Corporation as of the date of issuance of the Limited Guaranty and (b) the rating of the long term debt obligations of General Motors Acceptance Corporation at the date of such substitution and (C) the Company obtains written confirmation from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company that such substitution shall not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss Obligation pursuant to this Section shall be accompanied by a written Opinion of Counsel to the substitute guarantor or obligor, addressed to the Master Servicer and the Trustee, that such substitute instrument constitutes a legal, valid and binding obligation of the substitute guarantor or obligor, enforceable in accordance with its terms, and concerning such other matters as the Master Servicer and the Trustee shall reasonably request. Neither the Company, the Master Servicer nor the Trustee shall be obligated to substitute for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any circumstance. Section 12.02. Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ____________ , 200_ __________________ __________________ __________________ Attention: Residential Funding Corporation Series ____-___ Ladies and Gentlemen: WHEREAS, Residential Funding Corporation, a Delaware corporation ("Residential Funding"), an indirect wholly-owned subsidiary of General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain obligations as described under Section 12.01 of the Pooling and Servicing Agreement dated as of ___________ 1, ____ (the "Servicing Agreement"), among Residential Accredit Loans, Inc. (the "Company"), Residential Funding and __________________ (the "Trustee") as amended by Amendment No. thereto, dated as of , with respect to the Mortgage Asset-Backed Pass-Through Certificates, Series ____-___ (the "Certificates"); and WHEREAS, pursuant to Section 12.01 of the Servicing Agreement, Residential Funding agrees to make payments to the Holders of the Class B Certificates with respect to certain losses on the Mortgage Loans as described in the Servicing Agreement; and WHEREAS, GMAC desires to provide certain assurances with respect to the ability of Residential Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation; NOW THEREFORE, in consideration of the premises herein contained and certain other good and valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows: 1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential Funding), either directly or through a subsidiary, in any case prior to the related Distribution Date, such moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and as the same arises from time to time upon the demand of the Trustee in accordance with Section 12.01 of the Servicing Agreement. (b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this Limited Guaranty pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination of the Trust Fund pursuant to the Servicing Agreement. 2. Waiver. GMAC hereby waives any failure or delay on the part of Residential Funding, the Trustee or any other person in asserting or enforcing any rights or in making any claims or demands hereunder. Any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right. GMAC further waives demand, presentment, notice of default, protest, notice of acceptance and any other notices with respect to this Limited Guaranty, including, without limitation, those of action or nonaction on the part of Residential Funding or the Trustee. 3. Modification, Amendment and Termination. This Limited Guaranty may be modified, amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC. 4. Successor. Except as otherwise expressly provided herein, the guarantee herein set forth shall be binding upon GMAC and its respective successors. 5. Governing Law. This Limited Guaranty shall be governed by the laws of the State of New York. 6. Authorization and Reliance. GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Company and the Trustee to rely on the covenants and agreements set forth herein. 7. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Servicing Agreement. 8. Counterparts. This Limited Guaranty may be executed in any number of counterparts, each of which shall be deemed to be an original and such counterparts shall constitute but one and the same instrument. L-2 IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed and delivered by its respective officers thereunto duly authorized as of the day and year first above written. GENERAL MOTORS ACCEPTANCE CORPORATION By:________________________ Name: Title: Acknowledged by: __________________, as Trustee By: Name: Title: RESIDENTIAL ACCREDIT LOANS, INC. By: Name: Title: L-3 EXHIBIT M FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN _________ , 20___ Residential Accredit Loans, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 __________________ __________________ __________________ Attention: Residential Funding Corporation Series ____-___ Re: Mortgage Asset-Backed Pass-Through Certificates, Series ____-___ Assignment of Mortgage Loan Ladies and Gentlemen: This letter is delivered to you in connection with the assignment by (the "Trustee") to (the "Lender") of (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and warrants to, and covenants with, the Master Servicer and the Trustee that: (i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) the Mortgage Loan following the proposed assignment will be modified to have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) such assignment is at the request of the borrower under the related Mortgage Loan. Very truly yours, ______________________________ (Lender) By: Name: Title: EXHIBIT N FORM OF REQUEST FOR EXCHANGE [DATE] __________________ __________________ __________________ Re: Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series ____-___ Residential Funding Corporation, as the Holder of a % Percentage Interest of the [Interest Only/Class A-V][-1] Certificates, hereby requests the Trustee to exchange the above-referenced Certificates for the Subclasses referred to below: 1. [Interest Only/Class A-V]- Certificates, corresponding to the following Uncertificated REMIC Regular Interests: [List numbers corresponding to the related loans and Pool Strip Rates from the Mortgage Loan Schedule]. The initial Subclass Notional Amount and the Initial Pass-Through Rate on the [Interest Only/Class A-V]- Certificates will be $ and %, respectively. 2. [Repeat as appropriate.] The Subclasses requested above will represent in the aggregate all of the Uncertificated REMIC Regular Interests represented by the [Interest Only/Class A-V][-1] Certificates surrendered for exchange. All capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement, dated as of ___________ 1, ____, among Residential Accredit Loans, Inc., Residential Funding Corporation and __________________, as trustee. RESIDENTIAL FUNDING CORPORATION By: ___________________________ Name: Title: EXHIBIT O Form of Form 10-K Certification I, [identify the certifying individual], certify that: 1. I have reviewed the annual report on Form 10-K for the fiscal year [____], and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by that annual report, of the trust (the "Trust") created pursuant to the Series Supplement dated ___________________ to the Standard Terms of Pooling and Servicing Agreement dated ____________________ (together, the "P&S Agreement") among Residential Accredit Loans, Inc. (the "Company"), Residential Funding Corporation (the "Master Servicer") and [Name of Trustee] (the "Trustee"); 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the servicing information required to be provided to the Trustee by the Master Servicer under the P&S Agreement for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the Master Servicer under the P&S Agreement and based upon my knowledge and the annual compliance review required under the P&S Agreement, and, except as disclosed in the reports, the Master Servicer has fulfilled its obligations under the P&S Agreement; and 5. The reports disclose all significant deficiencies relating to the Master Servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers as set forth in the P&S Agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on the information provided to me by the following unaffiliated parties: [the Trustee]. Date:_______________________ ____________________________* Name: Title: * to be signed by the senior officer in charge of the servicing functions of the Master Servicer EXHIBIT P [FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE] The undersigned, a Responsible Officer of [_________] (the "Trustee") certifies that: (a) The Trustee has performed all of the duties specifically required to be performed by it pursuant to the provisions of the Pooling and Servicing Agreement dated as of [_________], 20[__] (the "Agreement") by and among [__________], as depositor, Residential Funding Corporation, as master servicer, and the Trustee in accordance with the standards set forth therein. (b) Based on my knowledge, the list of Certificateholders as shown on the Certificate Register as of the end of each calendar year that is provided by the Trustee pursuant to the Agreement is accurate as of the last day of the 20[__] calendar year. Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement. IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.] Name:_____________________ Title: EXHIBIT Q INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING AGENCIES RELATING TO REPORTABLE MODIFIED MORTGAGE LOANS Account number Transaction Identifier Unpaid Principal Balance prior to Modification Next Due Date Monthly Principal and Interest Payment Total Servicing Advances Current Interest Rate Original Maturity Date Original Term to Maturity (Months) Remaining Term to Maturity (Months) Trial Modification Indicator Mortgagor Equity Contribution Total Servicer Advances Trial Modification Term (Months) Trial Modification Start Date Trial Modification End Date Trial Modification Period Principal and Interest Payment Trial Modification Interest Rate Trial Modification Term Rate Reduction Indicator Interest Rate Post Modification Rate Reduction Start Date Rate Reduction End Date Rate Reduction Term Term Modified Indicator Modified Amortization Period Modified Final Maturity Date Total Advances Written Off Unpaid Principal Balance Written Off Other Past Due Amounts Written Off Write Off Date Unpaid Principal Balance Post Write Off Capitalization Indicator Mortgagor Contribution Total Capitalized Amount Modification Close Date Unpaid Principal Balance Post Capitalization Modification Next Payment Due Date per Modification Plan Principal and Interest Payment Post Modification Interest Rate Post Modification Payment Made Post Capitalization Delinquency Status to Modification Plan EXHIBIT FIVE PLANNED PRINCIPAL BALANCES AND CLASS A-1 SCHEDULED PRINCIPAL BALANCES SCHEDULE I SCHEDULE II PLANNED PRINCIPAL BALANCES FOR CLASS A-3 CLASS A-1 SCHEDULED DISTRIBUTION DATE CERTIFICATES PRINCIPAL BALANCES Initial Balance $91,990,000.00 $66,010,000.00 May 2005 91,990,000.00 63,647,252.02 June 2005 91,990,000.00 61,306,074.08 July 2005 91,990,000.00 58,986,390.30 August 2005 91,990,000.00 56,688,010.59 September 2005 91,990,000.00 54,410,746.56 October 2005 91,990,000.00 52,154,411.46 November 2005 91,990,000.00 49,918,820.20 December 2005 91,990,000.00 47,703,789.31 January 2006 91,990,000.00 45,509,136.96 February 2006 91,990,000.00 43,334,682.92 March 2006 91,990,000.00 41,180,248.54 April 2006 90,461,636.98 40,816,975.72 May 2006 88,944,355.05 40,460,527.40 June 2006 87,438,077.55 40,110,818.46 July 2006 85,942,728.35 39,767,764.74 August 2006 84,458,231.86 39,431,282.94 September 2006 82,984,513.01 39,101,290.68 October 2006 81,521,497.26 38,777,706.48 November 2006 80,069,110.58 38,460,449.72 December 2006 78,627,279.47 38,149,440.65 January 2007 77,195,930.93 37,844,600.39 February 2007 75,774,992.49 37,545,850.92 March 2007 74,364,392.18 37,253,115.05 April 2007 72,964,058.52 36,966,316.43 May 2007 71,573,920.55 36,685,379.54 June 2007 70,193,907.79 36,410,229.68 July 2007 68,823,950.25 36,140,792.96 August 2007 67,463,978.46 35,876,996.30 September 2007 66,113,923.41 35,618,767.40 October 2007 64,773,716.57 35,366,034.76 November 2007 63,443,289.90 35,118,727.65 December 2007 62,122,575.85 34,876,776.12 January 2008 60,811,507.30 34,640,110.98 February 2008 59,510,017.65 34,408,663.78 March 2008 58,218,040.74 34,182,366.85 April 2008 56,935,510.87 33,961,153.23 May 2008 55,662,362.82 33,744,956.72 June 2008 54,398,531.80 33,533,711.82 July 2008 53,143,953.50 33,327,353.76 August 2008 51,898,564.04 33,125,818.49 September 2008 50,662,300.01 32,929,042.64 October 2008 49,435,098.42 32,736,963.56 November 2008 48,216,896.73 32,549,519.28 December 2008 47,007,632.85 32,366,648.52 January 2009 45,807,245.12 32,188,290.65 February 2009 44,615,672.30 32,014,385.75 March 2009 43,432,853.60 31,844,874.52 April 2009 42,258,728.63 31,679,698.36 May 2009 41,093,237.45 31,518,799.27 June 2009 39,936,320.53 31,362,119.92 July 2009 38,787,918.75 31,209,603.63 August 2009 37,647,973.42 31,061,194.31 September 2009 36,516,426.24 30,916,836.52 October 2009 35,393,219.36 30,776,475.43 November 2009 34,278,295.28 30,640,056.83 December 2009 33,171,596.96 30,507,527.09 January 2010 32,073,067.72 30,378,833.20 February 2010 30,982,651.29 30,253,922.73 March 2010 29,900,291.81 30,132,743.83 April 2010 28,825,933.79 30,015,245.25 May 2010 27,831,038.46 29,920,527.68 June 2010 26,843,859.35 29,829,270.05 July 2010 25,864,342.30 29,741,423.09 August 2010 24,892,433.53 29,656,938.08 September 2010 23,928,079.61 29,575,766.83 October 2010 22,971,227.52 29,497,861.73 November 2010 22,021,824.60 29,423,175.68 December 2010 21,079,818.57 29,351,662.13 January 2011 20,145,157.49 29,283,275.04 February 2011 19,217,789.83 29,217,968.89 March 2011 18,297,664.37 29,155,698.70 April 2011 17,389,867.51 29,090,466.13 May 2011 16,549,174.78 28,991,604.22 June 2011 15,725,339.81 28,884,092.66 July 2011 14,918,060.82 28,768,181.45 August 2011 14,127,041.24 28,644,115.49 September 2011 13,351,989.54 28,512,134.65 October 2005 12,592,619.22 28,372,473.90 November 2011 11,848,648.68 28,225,363.37 December 2011 11,119,801.17 28,071,028.47 January 2012 10,405,804.67 27,909,689.93 February 2012 9,706,391.85 27,741,563.93 March 2012 9,021,299.96 27,566,862.15 April 2012 8,350,270.77 27,385,791.89 May 2012 7,783,579.83 27,156,609.85 June 2012 7,228,804.36 26,922,727.44 July 2012 6,685,720.24 26,684,318.80 August 2012 6,154,107.39 26,441,554.24 September 2012 5,633,749.59 26,194,600.31 October 2012 5,124,434.50 25,943,619.85 November 2012 4,625,953.53 25,688,772.11 December 2012 4,138,101.82 25,430,212.75 January 2013 3,660,678.16 25,168,093.97 February 2013 3,193,484.92 24,902,564.55 March 2013 2,736,328.01 24,633,769.89 April 2013 2,289,016.77 24,361,852.12 May 2013 1,930,983.57 24,053,479.61 June 2013 1,580,406.54 23,743,759.56 July 2013 1,237,141.68 23,432,789.89 August 2013 901,047.65 23,120,666.07 September 2013 571,985.72 22,807,481.16 October 2013 249,819.69 22,493,325.92 November 2013 0 22,102,279.11 December 2013 0 21,428,589.51 January 2014 0 20,761,724.07 February 2014 0 20,101,618.14 March 2014 0 19,448,207.66 April 2014 0 18,801,429.15 May 2014 0 18,214,797.32 June 2014 0 17,633,682.54 July 2014 0 17,058,035.17 August 2014 0 16,487,806.02 September 2014 0 15,922,946.32 October 2014 0 15,363,407.74 November 2014 0 14,809,142.38 December 2014 0 14,260,102.75 January 2015 0 13,716,241.79 February 2015 0 13,177,512.86 March 2015 0 12,643,869.72 April 2015 0 12,115,266.56 May 2015 0 11,591,657.95 June 2015 0 11,072,998.88 July 2015 0 10,559,244.73 August 2015 0 10,050,351.29 September 2015 0 9,546,274.71 October 2015 0 9,046,971.57 November 2015 0 8,552,398.79 December 2015 0 8,062,513.71 January 2016 0 7,577,274.02 February 2016 0 7,096,637.80 March 2016 0 6,620,563.50 April 2016 0 6,149,009.94 May 2016 0 5,681,936.28 June 2016 0 5,219,302.08 July 2016 0 4,761,067.23 August 2016 0 4,307,191.99 September 2016 0 3,857,636.97 October 2016 0 3,412,363.12 November 2016 0 2,971,331.74 December 2016 0 2,534,504.48 January 2017 0 2,101,843.33 February 2017 0 1,673,310.60 March 2017 0 1,248,868.95 April 2017 0 828,481.37 May 2017 0 412,111.17 June 2017 and thereafter 0 0