EX-10 2 qs5ssfinal.txt EX 10.1 SERIES SUPP 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-QS5 ================================================================================
Article I DEFINITIONS.........................................................................................4 Section 1.01. Definitions..............................................................................4 Section 1.02. Use of Words and Phrases................................................................20 Section 1.03. Determination of LIBOR..................................................................21 Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...............................................................................23 Section 2.01. Conveyance of Mortgage Loans...........................................................23 Section 2.02. Acceptance by Trustee. (See Section 2.02 of the Standard Terms).......................24 Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company......................................................24 Section 2.04. Representations and Warranties of Sellers............................................27 Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I Certificates....................................................27 Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee..........................................................................27 Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II.............................27 Section 2.08. Purposes and Powers of the Trust (See Section 2.08 of the Standard Terms)............27 Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.....................................................28 Article IV PAYMENTS TO CERTIFICATEHOLDERS......................................................................29 Section 4.01. Certificate Account. (See Section 4.01 of the Standard Terms)........................29 Section 4.02. Distributions. ......................................................................29 Section 4.03. Statements to Certificateholders; Statements to the Rating Agencies; Exchange Act Reporting (See Section 4.03 of the Standard Terms)...................................36 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)....................................36 Section 4.05. Allocation of Realized Losses. ......................................................36 Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms)..................................................................38 Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms)...............................................................................38 Section 4.08. Surety Bond. (See Section 4.08 of the Standard Terms)................................38 Section 4.09 Reserve Fund ..........................................................................38 Article V THE CERTIFICATES.....................................................................................39 Article VI THE COMPANY AND THE MASTER SERVICER...............................................................40 Article VII DEFAULT...........................................................................................41 Article VIII CONCERNING THE TRUSTEE............................................................................42 Article IX TERMINATION.......................................................................................43 Article X REMIC PROVISIONS.................................................................................44 Section 10.01. REMIC Administration. (See Section 10.01 of the Standard Terms).....................44 Section 10.02. Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms)...............................................................44 Section 10.03. Designation of REMICs................................................................44 Section 10.04. Distributions on the Uncertificated REMIC I and REMIC II Regular Interests............................................................................44 Section 10.05. Compliance with Withholding Requirements.............................................46 Article XI MISCELLANEOUS PROVISIONS...........................................................................47 Section 11.01. Amendment. (See Section 11.01 of the Standard Terms)................................47 Section 11.02. Recordation of Agreement; Counterparts. (See Section 11.02 of the Standard Terms)..47 Section 11.03. Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms)47 Section 11.04. Governing Laws. (See Section 11.04 of the Standard Terms)...........................47 Section 11.05. Notices..............................................................................47 Section 11.06. Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms)......................................................................48 Section 11.07. Severability of Provisions. (See Section 11.07 of the Standard Terms)................49 Section 11.08. Supplemental Provisions for Resecuritization. (See Section 11.08 of theStandard Terms)...............................................................................49 Section 11.09. Allocation of Voting Rights..........................................................49 Section 11.10. No Petition..........................................................................49 Article XII CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER.................................................50 Section 12.01. Rights of the Certificate Insurer to Exersize Rights of Insured Certificateholders...50 Section 12.02. Claims Upon the Certificate Policy; Certificate Insurance Account....................50 Section 12.03. Effect of Payments by the Certificate Insurer; Subrogation...........................51 Section 12.04. Notices and Information to the Certificate Insurer...................................52 Section 12.05. Trustee to Hold Certificate Policy...................................................52 Section 12.06. Insurance Premium Payments...........................................................52 Section 12.07. Ratings..............................................................................53 Section 12.08. Third Party Beneficiaries............................................................50
EXHIBITS Exhibit One: Mortgage Loan Schedule Exhibit Two: Schedule of Discount Fractions Exhibit Three: Information to be Included in Monthly Distribution Date Statement Exhibit Four: Standard Terms of Pooling and Servicing Agreement Dated as of August 1, 2004 Exhibit Five:.. Certificate Policy of Radian Asset Assurance Inc. 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 two real estate mortgage investment conduits (each, 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 CERTIFICATE FITCH/ PASS-THROUGH PRINCIPAL MATURITY -------- MINIMUM DESIGNATION RATE BALANCE FEATURES1 DATE S&P DENOMINATIONS2 Class A-1 Adjustable $85,000,000.00 Senior/Floater/AdjustablApril 25, 2035 AAA/AAA $25,000.00 Rate3 Rate Class A-2 Adjustable $0.00 Senior/Interest April 25, 2035 AAA/AAA $2,000,000.00 Rate3 Only/Inverse Floater/Adjustable Rate Class A-3 5.70% $83,591,000.00 Senior/Fixed Rate April 25, 2035 AAA/AAA $25,000.00 Class A-4 5.75% $5,221,000.00 Senior/Fixed Rate April 25, 2035 AAA/AAA $25,000.00 Class A-5 5.75% $21,403,000.00 Senior/Lockout/Fixed April 25, 2035 AAA/AAA $25,000.00 Rate Class A-6 5.75% $5,000,000.00 Senior/Fixed Rate April 25, 2035 AAA/AAA $25,000.00 Class A-P 0.00% $2,258,934.30 Senior/Principal Only April 25, 2035 AAA/AAA $25,000.00 Class A-V Variable $0.005 Senior/Interest April 25, 2035 AAA/AAA $2,000,000.00 Rate4 Only/Variable Rate Class R-I 5.75% $100.00 Senior/Residual/Fixed April 25, 2035 AAA/AAA 6 Rate Class R-II 5.75% $100.00 Senior/Residual/Fixed April 25, 2035 AAA/AAA 6 Rate Class M-1 5.75% $5,886,200.00 Mezzanine/Fixed Rate April 25, 2035 AA/NA $25,000.00 Class M-2 5.75% $1,926,300.00 Mezzanine/Fixed Rate April 25, 2035 A/NA $250,000.00 Class M-3 5.75% $1,070,200.00 Mezzanine/Fixed Rate April 25, 2035 BBB/NA $250,000.00 Class B-1 5.75% $1,070,100.00 Subordinate/Fixed Rate April 25, 2035 BB/NA $250,000.00 Class B-2 5.75% $642,100 Subordinate/Fixed Rate April 25, 2035 B/NA $250,000.00 Class B-3 5.75%% $963,234.48 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 Adjustable Initial Formula Maximum Minimum Rates: Class A-1 3.12% LIBOR + 0.40% Subject to the 0.40% available funds cap Class A-2 2.63% 5.35% - LIBOR 5.35% 0.00% 4 The initial Pass-Through Rate on the Class A-V Certificates is 0.3030%. 5 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. 6 Each class of 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 of each Class will be issuable to Residential Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination representing a Percentage Interest of not less than 0.01%. 2 The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $214,032,268.78. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: ARTICLE I 3 ARTICLE I DEFINITIONS Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Adjustable Rate Certificates: Any of the Class A-1 Certificates and the Class A-2 Certificates. Available Funds Cap With respect to any Distribution Date on or before the Distribution Date in June 2015 and the Class A-1 Certificates, 5.75% per annum plus amounts, if any, paid pursuant to the Yield Maintenance Agreement, expressed as a per annum rate. With respect to any Distribution Date on or after July 2015 and the Class A-1 Certificates, 5.75% per annum. 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, 4 over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Relevant Anniversary. The Bankruptcy Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency (without giving effect to the Certificate Policy in the case of the Insured Certificates) below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Certificate: Any Class A, Class M, Class B or Class R Certificate. Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01 of the Standard Terms, which shall be entitled "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 2004-QS5" and which must be an Eligible Account. Certificate Insurance Account: The account established pursuant to Section 12.02(b) of this Series Supplement. Certificate Insurance Payment: Any payment made by the Certificate Insurer with respect to the Insured Certificates under the Certificate Policy. Certificate Insurer: Radian Asset Assurance Inc., a stock insurance company organized and created under the laws of the State of New York, and any successors thereto, as issuer of the Certificate Policy. Certificate Insurer Default: The existence and continuance of a failure by the Certificate Insurer to make a payment required under the Certificate Policy in accordance with its terms. Certificate Policy: The financial guaranty insurance policy No. FANI-0532-05118-NY issued by the Certificate Insurer for the benefit of the Holders of the Insured Certificates, including any endorsements thereto, attached hereto as Exhibit Five. Certificate Principal Balance: With respect to each Certificate (other than any Interest Only Certificate), on any date of determination, an amount equal to: (i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof, plus (ii) any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.02, minus 5 (iii) the sum of (x) the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor Certificate), and applied to reduce the Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that the Certificate Principal Balance of the Class of Subordinate Certificates with the Lowest Priority at any given time shall be further reduced by an amount equal to the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance of all Classes of Certificates then outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage Loans. Class A Certificate: Any one of the Class A-1, Class A-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 R Certificate: Any one of the Class R-I Certificates and Class R-II Certificates. Class R-I Certificate: Any one of the Class R-I 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 REMIC I for purposes of the REMIC Provisions. Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC II 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 2004-QS5. Cumulative Insurance Payments: As of any time of determination, the aggregate of all Certificate Insurance Payments previously made by the Certificate Insurer under the Certificate Policy minus the aggregate of all payments previously made to the Certificate Insurer pursuant to Sections 4.02(a)(xvi) of this Series Supplement as reimbursement for Certificate Insurance Payments. Cut-off Date: April 1, 2005. Deficiency Amount: With respect to the Insured Certificates and as of any Distribution Date, an amount equal to the sum of (1) the excess of (a) the Accrued Certificate Interest on the Insured Certificates on that Distribution Date over (b) the Available Distribution Amount available to be distributed in respect of the Accrued Certificate Interest on the Insured Certificates on that Distribution Date pursuant to Section 4.02(a)(i) hereof, (2) any amount 6 allocated to the Insured Certificates which reduces the Accrued Certificate Interest distributable to the Insured Certificateholders with respect to that Distribution Date pursuant to clause (ii), clause (iii), or, other than in respect of Relief Act Shortfalls, clause (iv) of the definition of Accrued Certificate Interest for the Insured Certificates, (3) the principal portion of any Realized Losses allocated to the Insured Certificates with respect to that Distribution Date pursuant to Section 4.05 hereof, and (4) the Certificate Principal Balance of the Insured Certificates, net of any Subsequent Recoveries added thereto pursuant to clause (ii) of the definition of Certificate Principal Balance for the Insured Certificates, to the extent unpaid on the Maturity Date for the Insured Certificates after taking into account all distributions of principal and allocations of Realized Losses to be made on that date pursuant to this Agreement. Determination Date: With respect to any Distribution Date, the second Business Day prior to each Distribution Date. Discount Net Mortgage Rate: 5.75% 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 lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency). 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. 7 Floater Certificates: Any of the Class A-1 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 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 (without giving effect to the Certificate Policy in the case of the Insured Certificates) below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Initial Monthly Payment Fund: $0.00 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-2 Certificates, $85,000,000. 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 REMIC I Regular Interests Z 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: 8 Class M-1: 2.75% 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% Insurance Premium: With respect to any Distribution Date, an amount equal to 1/12th of the product of (a) the Certificate Principal Balance of the Class A-3 Certificates as of such Distribution Date (prior to giving effect to any distributions thereon on such Distribution Date) and (b) 0.05% per annum. Insured Certificateholder: Any holder of an Insured Certificate. Insured Certificate: Any one of the Class A-3 Certificates. Insured Payment: With respect to the Insured Certificates, the sum of (a) as of any Distribution Date, any Deficiency Amount, and (b) any Preference Amount. Interest Accrual Period: With respect to any Class of Certificates (other than the Adjustable Rate Certificates) and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. With respect to the Adjustable Rate Certificates and any Distribution Date, the period beginning on the 25th day of the month preceding the month in which such Distribution Date occurs and ending on the 24th day of the month in which such Distribution Date occurs. Interest Only Certificates: Any one of the Class A-2 or Class A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Inverse Floater Certificates: The Class A-2 Certificates. LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank offered rate quotations for one-month U.S. Dollar deposits, expressed on a per annum basis, determined in accordance with Section 1.03. Lockout Certificates: The Class A-5 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. 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: 9 (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, (i) with respect to the Class A-2 Certificates, an amount equal to the Certificate Principal Balance of the Class A-1 Certificates immediately prior to such date; and (ii) 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 REMIC I Regular Interests Z represented by such Class or Subclass immediately prior to such date. Pass-Through Rate: With respect to the Senior Certificates (other than the Adjustable Rate, Class A-V 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. o With respect to the Class A-1 Certificates and the initial Interest Accrual Period, 3.12% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.40%, subject to a maximum rate equal to the Available Funds Cap and a minimum rate of 0. 40% per annum. 10 o With respect to the Class A-2 Certificates and the initial Interest Accrual Period, 2.63% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 5.35% minus LIBOR, subject to a maximum rate of 5.35% per annum and a minimum rate of 0.00% per annum. With respect to the Class A-V Certificates (other than any Subclass thereof) and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). With respect to the Class A-V Certificates and the initial Distribution Date the Pass-Through Rate is equal to 0. 3030% 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 REMIC I Regular Interests Z 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; 11 (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 (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. Preference Amount: Any amount previously distributed to a Certificateholder on an Insured Certificate that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with a final nonappealable order of a court having competent jurisdiction. 12 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 6.0% 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 1.090909% 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 18.0% per annum. Prepayment Distribution Percentage: With respect to any Distribution Date and each Class of Subordinate Certificates, under the applicable circumstances set forth below, the respective percentages set forth below: (i) For any Distribution Date prior to the Distribution Date in May 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. 13 Principal Only Certificates: Any one of the Class A-P Certificates. Record Date: With respect to each Distribution Date and each Class of Certificates (other than the Adjustable Rate Certificates that are Book-Entry Certificates), the close of business on the last Business Day of the month preceding the month in which the related Distribution Date occurs. With respect to each Distribution Date and the Adjustable Rate Certificates (so long as they are Book-Entry Certificates), the close of business on the Business Day prior to such Distribution Date. Related Classes: As to any Uncertificated REMIC I Regular Interest, those classes of Certificates identified as "Related Classes of Certificates" to such Uncertificated REMIC I Regular Interest in the definition of Uncertificated REMIC I Regular Interest. Relief Act: The Service Members Civil Relief Act, formerly known as the Soldiers' and Sailors' Civil Relief Act of 1940, as amended. Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor that is not collectable from the Mortgagor pursuant to the Relief Act or any similar legislation or regulations. REMIC I: The segregated pool of assets (exclusive of the Yield Maintenance Agreement, which is not an asset of any REMIC), 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, 14 (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. REMIC I Certificates: The Class R-I Certificates. REMIC II: The segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of the holders of each Class of Certificates (other than the Class R-I Certificates) pursuant to Section 2.06, with respect to which a separate REMIC election is to be made. 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 (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 15 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%. 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. 16 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) and Section 4.02(a)(ii)(X) (excluding any amount distributable pursuant to clause (E) of the definition of "Class A-P Principal Distribution Amount") 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)(xvii) and 4.02(a)(xviii). Special Hazard Amount: As of any Distribution Date, an amount equal to $2,140,323 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 21.39% (which 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 (without giving effect to the Certificate Policy in the case of the Insured Certificates) below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. 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. 17 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. Uncertificated Accrued Interest: With respect to each Distribution Date, (i) as to each Uncertificated REMIC I Regular Interest other than each Uncertificated REMIC I Regular Interest Z, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Related Classes of Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC I Regular Interest, (ii) as to each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC II Regular Interest Z, an amount equal to one month's interest at the Pool Strip Rate of the related Mortgage Loan on the principal balance of such Mortgage Loan reduced by such Interest's pro-rata share of any prepayment interest shortfalls or other reductions of interest allocable to the Class A-V Certificates. Uncertificated Pass-Through Rate: With respect to each of the Uncertificated REMIC I Regular Interests, other than the Uncertificated REMIC I Regular Interests Z, the per annum rate specified in the definition of Uncertificated REMIC I Regular Interests. With respect to each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC II Regular Interest Z, the Pool Strip Rate for the related Mortgage Loan. 18 Uncertificated Principal Balance: With respect to each Uncertificated REMIC I Regular Interest, as defined in the definition of Uncertificated REMIC I Regular Interest. Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I Regular Interests Z together with the interests identified in the table below, each representing an undivided beneficial ownership interest in REMIC I, and having the following characteristics: 1. The principal balance from time to time of each Uncertificated REMIC I Regular Interest identified in the table below shall be the amount identified as the Initial Principal Balance thereof in such table, minus the sum of (x) the aggregate of all amounts previously deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal Balance thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses that were previously deemed allocated to the Uncertificated Principal Balance of such Uncertificated REMIC I Regular Interest pursuant to Section 10.04(d), which equals the aggregate principal balance of the Classes of Certificates identified as related to such Uncertificated REMIC I Regular Interest in such table. 2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC I Regular Interest identified in the table below shall be the per annum rate set forth in the Pass-Through Rate column of such table. 3. The Uncertificated REMIC I Distribution Amount for each REMIC I Regular Interest identified in the table below shall be, for any Distribution Date, the amount deemed distributed with respect to such Uncertificated REMIC I Regular Interest on such Distribution Date pursuant to the provisions of Section 10.04(a).
----------------------- --------------------------------- ------------------ -------------------- Uncertificated REMIC Related Classes of Certificates Pass-Through Rate Initial Principal I Regular Interest Balance ----------------------- --------------------------------- ------------------ -------------------- ----------------------- --------------------------------- ------------------ -------------------- V Class A-1, Class A-2 5.75% $85,000,000.00 ----------------------- --------------------------------- ------------------ -------------------- ----------------------- --------------------------------- ------------------ -------------------- W Class A-3 5.70% $83,591,000.00 ----------------------- --------------------------------- ------------------ -------------------- ----------------------- --------------------------------- ------------------ -------------------- X Class A-P 0.00% $2,258,934.30 ----------------------- --------------------------------- ------------------ -------------------- ----------------------- --------------------------------- ------------------ -------------------- Y Class A-4, Class A-5, Class 5.75% $43,182,235.48 A-6, Class R-II, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 ----------------------- --------------------------------- ------------------ --------------------
Uncertificated REMIC I Regular Interests Z: Each of the 1,276 uncertificated partial undivided beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 1,276, 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. 19 Uncertificated REMIC I Regular Interests Z Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interests Z for such Distribution Date pursuant to Section 10.04(a). Uncertificated REMIC I Regular Interest Distribution Amounts: With respect to each Uncertificated REMIC I Regular Interest, other than the Uncertificated REMIC I Regular Interests Z, the amount specified as the Uncertificated REMIC I Regular Interest Distribution Amount with respect thereto in the definition of Uncertificated REMIC I Regular Interests. With respect to the Uncertificated REMIC I Regular Interests Z, the Uncertificated REMIC I Regular Interests Z Distribution Amount. Uncertificated REMIC II Regular Interests Z: Each of the 1,276 uncertificated partial undivided beneficial ownership interests in REMIC II numbered sequentially from 1 through 1,276 each relating to the identically numbered Uncertificated REMIC I Regular Interests Z, each having no principal balance and bearing interest at a rate equal to the related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan related to the identically numbered Uncertificated REMIC I Regular Interests Z, comprising such Uncertificated REMIC II Regular Interests Z's pro rata share of the amount distributed pursuant to Section 10.04(a). Uncertificated REMIC II Regular Interests Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interests Z for such Distribution Date pursuant to Section 10.04(a). Underwriters: Bear, Stearns & Co., Inc., Citigroup Global Markets Inc. and Residential Funding Securities Corporation. Yield Maintenance Agreement: The agreement dated as of the Closing Date, between the Trustee and the Yield Maintenance Agreement Provider, relating to the Class A-1 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. Yield Maintenance Agreement Provider: Bear, Stearns Financial Products Inc., and its successors and assigns or any party to any replacement, substitute, collateral or other arrangement in lieu thereof. Yield Maintenance Payment: For any Distribution Date, the payment, if any, due under the Yield Maintenance Agreement in respect of such Distribution Date. 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. 20 Section 1.03. Determination of LIBOR. LIBOR applicable to the calculation of the Pass-Through Rates on the Adjustable Rate Certificates for any Interest Accrual Period (other than the initial Interest Accrual Period) will be determined as described below: On each Distribution Date, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one month United States dollar deposits that appears on the Telerate Screen Page 3750 of the Moneyline Telerate Capital Markets Report as of 11:00 a.m., London time, on the second LIBOR Business Day prior to the first day of such Interest Accrual Period ("LIBOR Rate Adjustment Date"). "Telerate Screen Page 3750" means the display designated as page 3750 on the Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks). If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, any other service for displaying LIBOR or comparable rates as may be selected by the Trustee after consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks (which shall be any three major banks that are engaged in transactions in the London interbank market, selected by the Trustee after consultation with the Master Servicer) as of 11:00 a.m., London time, on the day that is one LIBOR Business Day prior to the immediately preceding Distribution Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Adjustable Rate Certificates then outstanding. The Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations rounded up to the next multiple of 1/16%. If on such date fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Adjustable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 2.06% per annum; provided, however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Trustee shall, after consultation with the Master Servicer, select an alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party. "LIBOR Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the city of London, England are required or authorized by law to be closed. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rates applicable to each of the Adjustable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. 21 Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date. Furthermore, the Trustee will supply the Pass-Through Rates on each of the Adjustable Rate Certificates for the current and the immediately preceding Interest Accrual Period via the Trustee's internet website, which may be obtained by telephoning the Trustee at (800) 735-7777. 22 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 or (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). (i) In connection with such assignment, and contemporaneously with the delivery of this Agreement, the Company delivered or caused to be delivered hereunder to the Trustee, the Yield Maintenance Agreement (the delivery of which shall evidence that the fixed payment for the Yield Maintenance Agreement has been paid and the Trustee and the Trust Fund shall have no further payment obligation thereunder and that such fixed payment has been authorized hereby). 23 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 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 0.5% 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 outside California; (vii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from the Mortgagor; 24 (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 64.97% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, approximately 12.9% 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 4.4% 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 19.91% 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 Regulations 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); 25 (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) 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 26 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 I 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 the Class R-I Certificates in authorized denominations which together with the Uncertificated REMIC I Regular Interests, evidence the beneficial interest in REMIC I. Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee. The Company, as of the Closing Date, and concurrently with the execution and delivery hereof, does hereby assign without recourse all the right, title and interest of the Company in and to the Uncertificated REMIC I Regular Interests to the Trustee for the benefit of the Holders of each Class of Certificates (other than the Class R-I Certificates). The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of each Class of Certificates (other than the Class R-I Certificates). The rights of the Holders of each Class of Certificates (other than the Class R-I Certificates) to receive distributions from the proceeds of REMIC II in respect of such Classes, and all ownership interests of the Holders of such Classes in such distributions, shall be as set forth in this Agreement. Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II. The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Company executed by an officer of the Company, the Trustee has executed and caused to be authenticated and delivered to or upon the order of the Company, all Classes of Certificates (other than the Class R-I Certificates) in authorized denominations, which evidence the beneficial interest in the entire REMIC II. Section 2.08. Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms). 27 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (SEE ARTICLE III OF THE STANDARD TERMS) 28 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 Certificate Insurer, the Insurance Premium, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, to the Certificate Insurer, in the case of a distribution pursuant to Section 4.02(a)(xvi) below, the amount required to be distributed to the Certificate Insurer pursuant to Section 4.02(a)(xvi) 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 (net of the Insurance Premium) together with any Insured Payment pursuant to Section 12.02 of this Series Supplement: (i) to the Senior Certificates (other than the Class A-P Certificates), on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date (provided that for the purpose of this Section 4.02(a)(i) the Available Funds Cap shall be 5.75%), 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); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (applied to reduce the Certificate Principal Balance of such Senior Certificates); and (Y) to the Senior Certificates (other than the Class A-P, Class A-3 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): 29 (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 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); 30 (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; (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; 31 (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; (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; 32 (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) only with respect to the Available Distribution Amount, to the Certificate Insurer, as subrogee of the Insured Certificateholders, an amount necessary to reimburse the Certificate Insurer for claims paid under the Certificate Policy, to the extent of Cumulative Insurance Payments on the Insured Certificates; (xvii) 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, together with Insured Payments pursuant to Section 12.02 herein, 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 (xviii)to the Class R-I Certificates, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the 33 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) the Senior Principal Distribution Amount shall be distributed in the following manner and priority: (A) first, to the Lockout Certificates, 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 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 Senior Interest 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(A)(ii)(A) shall be reduced by an amount equal to the Lockout Certificates' pro rata share (based on the 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; (B) second, any remaining amount concurrently to the Class R-I Certificates and Class R-II 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) third, any remaining amount concurrently to the Class A-1 Certificates, Class A-3 Certificates and Class A-6 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; (D) fourth, any remaining amount to the Class A-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and 34 (E) fifth, any remaining amount to the Class A-5 Certificates until the Certificate Principal Balance thereof has 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 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. (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) On each Distribution Date, the Yield Maintenance Payment will be distributed to the Class A-1 Certificates, on a pro rata basis in accordance with their respective Percentage Interests. (g) 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. 35 (h) 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. 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 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 36 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. As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates, on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable on such Distribution Date (without regard to any Compensating Interest for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date; provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates below the aggregate Stated Principal Balance of the Mortgage Loans. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification) shall be made in proportion to the amount of Accrued Certificate Interest and by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(a). Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c) 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. 37 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) Section 4.09. Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A-1 Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QS5". The Trustee shall demand payment of all money payable by the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement. The Trustee shall deposit in the Reserve Fund all payments received by it from the Yield Maintenance Agreement Provider pursuant to the Yield Maintenance Agreement. On each Distribution Date, the Trustee shall remit amounts received by it from the Yield Maintenance Agreement Provider to the Holders of the Class A-1 Certificates in the manner provided in Section 4.02(f) as it is directed by the Master Servicer. (b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2005-QS5 REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. Bear, Stearns & Co., Inc. shall be the beneficial owner of the Reserve Fund, subject to the power of the Trustee to distribute amounts under Section 4.02(f). Amounts in the Reserve Fund shall be held uninvested in a trust account of the Trustee with no liability for interest or other compensation thereon. 38 ARTICLE V THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD TERMS) 39 ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD TERMS) 40 ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD TERMS) 41 ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD TERMS) 42 ARTICLE IX TERMINATION (SEE ARTICLE IX OF THE STANDARD TERMS) Section 9.01 OPTIONAL PURCHASE BY THE MASTER SERVICER OF ALL CERTIFICATES; TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR LIQUIDATION OF ALL MORTGAGE LOANS. (a) (See Section 9.01(a) of the Standard Terms) (b) (See Section 9.01(b) of the Standard Terms) (c) (See Section 9.01(c) of the Standard Terms) (d) (See Section 9.01(d) of the Standard Terms) (e) (See Section 9.01(e) of the Standard Terms) (f) Upon termination of the Trust Fund pursuant to this Section 9.01, the Trustee on behalf of the Trust Fund shall, under documents prepared by the Master Servicer or Holders of the Class A-1 Certificates, assign without recourse, representation or warranty all the right, title and interest of the Trustee and the Trust Fund in and to the Yield Maintenance Agreement to Bear, Stearns & Co., Inc. Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard Terms) Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms) 43 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 REMICs. 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 ("REMIC I") and shall make an election to treat the pool of assets comprised of the Uncertificated REMIC I Regular Interests as a REMIC ("REMIC II") for federal income tax purposes. The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Class A-1, Class A-2, Class A-3 (exclusive of any rights to payment of amounts received pursuant to the Yield Maintenance Agreement), 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 REMIC II Regular Interests Z, the rights in and to which will be represented by the Class A-V Certificates, will be "regular interests" in REMIC II, and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined 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 REMIC II Regular Interest or Interests Z specified by the initial Holder of the Class A-V Certificates pursuant to said Section. Section 10.04. Distributions on the Uncertificated REMIC I and REMIC II Regular Interests. (a)On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC I Regular Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts in the following order of priority to the extent of the Available Distribution Amount reduced by distributions made to the Class R-I Certificates pursuant to Section 4.02(a): (i) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 10.04(b), an amount equal to the sum of the amounts in respect of principal distributable on each Class of Certificates (other than the Class R-I Certificates) under Section 4.02(a), as allocated thereto pursuant to Section 4.02(b). 44 (b)The amount described in Section 10.04(a)(ii) shall be deemed distributed to (i) Uncertificated REMIC I Regular Interest T, (ii) Uncertificated REMIC I Regular Interest U, (iii) Uncertificated REMIC I Regular Interest V, (iv) Uncertificated REMIC I Regular Interest W, (v) Uncertificated REMIC I Regular Interest X and (vi) Uncertificated REMIC I Regular Interest Y with the amount to be distributed allocated among such interests in accordance with the priority assigned to each Related Class of Certificates (other than the Class R-I Certificates), respectively, under Section 4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to zero. (c)The portion of the Uncertificated REMIC I Regular Interest Distribution Amounts described in Section 10.04(a)(ii) shall be deemed distributed by REMIC I to REMIC II in accordance with the priority assigned to the REMIC II Certificates relative to that assigned to the REMIC I Certificates under Section 4.02(b). (d)In determining from time to time the Uncertificated REMIC I Regular Interest Distribution Amounts and Uncertificated REMIC II Regular Interest Distribution Amounts: (i) Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be deemed allocated to the Uncertificated REMIC II Regular Interests Z pro-rata according to the respective amounts of Uncertificated Accrued Interest that would have accrued on such Uncertificated REMIC II Regular Interests Z for the Distribution Date for which such allocation is being made in the absence of such allocation; (ii) Realized Losses allocated to the Class A-1 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest T; (iii) Realized Losses allocated to the Class A-2 Certificates and Class A-3 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest U; (iv) Realized Losses allocated to the Class A-4 Certificates and Class A-5 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest V; (v) Realized Losses allocated to the Class A-6 Certificates Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest W; (vi) Realized Losses allocated to the Class A-P Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest X; (vii) Realized Losses allocated to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest Y; and 45 (viii) Realized Losses allocated to the Uncertificated REMIC II Regular Interests Z under clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC I Regular Interest Z. (e)On each Distribution Date the Trustee shall be deemed to distribute from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the Holders of each Class of Certificates (other than the Class R-I Certificates) the amounts distributable thereon from the Uncertificated REMIC I Regular Interest Distribution Amounts deemed to have been received by REMIC II from REMIC I under this Section 10.04. The amounts deemed distributed hereunder with respect to the Class A-V Certificates shall be deemed to have been distributed in respect of the Uncertificated REMIC II Regular Interests Z in accordance with their respective Uncertificated REMIC II Regular Interest Distribution Amounts, as such Uncertificated REMIC II Regular Interests Z comprise the Class A-V Certificates. (f)Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests described in this Section 10.04, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. Section 10.05. Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Trustee or any Paying Agent, as applicable, shall comply with all federal withholding requirements respecting payments to Certificateholders, including interest or original 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. 46 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 2004-QS5 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 ---------------------------------- -------------------------------------------------------------- ---------------------------------- -------------------------------------------------------------- Moody's Investors Service, Inc. 99 Church Street, 4th floor New York, New York 10004 ---------------------------------- --------------------------------------------------------------
47 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. 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, (j) the repurchase of or substitution for any Mortgage Loan, and (k) any Certificate Insurer Default that has not been cured, 48 provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer, if applicable, of any such event known to the Master Servicer. Section 11.07. Severability of Provisions. (See Section 11.07 of the Standard Terms) Section 11.08. Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms) Section 11.09. Allocation of Voting Rights. 97.0% of all voting rights will be allocated among all holders of the certificates, other than the Interest Only Certificates and Class R Certificates, in proportion to their then outstanding Certificate Principal Balances of their respective Certificates; 1.0% of all voting rights will be allocated among the holders of the Class A-2 Certificates; in accordance with their respective Percentage Interests; 1% of all Voting Rights shall be allocated among the Holders of the Class A-V Certificates, in accordance with their respective Percentage Interests; 0.5% of all Voting Rights shall be allocated among the Holders of the Class R-I Certificates, in accordance with their respective Percentage Interests; and 0.5% of all Voting Rights shall be allocated among the Holders of the Class R-II 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. 49 ARTICLE XII CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER Section 12.01. Rights of the Certificate Insurer to Exercise Rights of Insured Certificateholders. By accepting its Certificate, each Insured Certificateholder agrees that unless a Certificate Insurer Default exists, the Certificate Insurer shall have the right to exercise all consent, voting, direction and other control rights of the Insured Certificateholders under this Agreement without any further consent of the Insured Certificateholders. Section 12.02. Claims Upon the Certificate Policy; Certificate Insurance Account. (a) If, on the Business Day next succeeding the Determination Date, the Master Servicer determines that (i) the funds that will be on deposit in the Certificate Account on the related Certificate Account Deposit Date, to the extent distributable to the Insured Certificateholders pursuant to Section 4.02(a)(i) are insufficient to pay the Accrued Certificate Interest for such Distribution Date; provided however, Accrued Certificate Interest on the Insured Certificates will be deemed to include any portion of the amounts allocated to such Certificates described in clauses (ii) through (iv) (other than Relief Act Shortfalls) of the definition thereof (in each case, to the extent such shortfalls are not covered by the subordination provided by the Class M Certificates and Class B Certificates) on such Distribution Date, (ii) the principal portion of any Realized Loss is allocated to the Insured Certificates on such Distribution Date or (iii) the funds available on the Maturity Date will be insufficient to reduce the Certificate Principal Balance, net of any Subsequent Recoveries added thereto, of the Insured Certificates to zero, the Master Servicer shall deliver to the Trustee not later than 11:00 a.m. New York City time on the Business Day next succeeding the Determination Date a certificate signed by a Servicing Officer directing the Trustee to draw on the Certificate Policy and stating the amount to be drawn and stating the Insured Payment for the Insured Certificates, and the Trustee shall give notice by telephone or telecopy of the aggregate amount of such deficiency, confirmed in writing in the form set forth as Exhibit A to the Certificate Policy, to the Certificate Insurer and any fiscal agent appointed by the Certificate Insurer at or before 12:00 noon, New York City time, on the Business Day prior to such Distribution Date. If, subsequent to such notice, and prior to payment by the Certificate Insurer or any fiscal agent on behalf of the Certificate Insurer pursuant to such notice, additional amounts are deposited in the Certificate Account, the Trustee shall reasonably promptly notify the Certificate Insurer and any fiscal agent appointed by the Certificate Insurer and withdraw the notice or reduce the amount claimed, as appropriate. (b) The Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Insured Certificates and the Certificate Insurer referred to herein as the "Certificate Insurance Account" over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall deposit any amount paid under the Certificate Policy in the Certificate Insurance Account and distribute such amount only for purposes of payment to Holders of Insured Certificates of the Insured Payment for which a claim was made. Such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Amounts paid under the Certificate Policy shall be transferred to the Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trustee to Holders of Insured Certificates in accordance with 50 Section 4.02 or Section 9.01(c), as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Payment with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Insured Certificates to be paid from funds transferred from the Certificate Insurance Account shall be noted as provided in paragraph (c) below and in the statement to be furnished to Holders of the Certificates pursuant to Section 4.03. Funds held in the Certificate Insurance Account shall not be invested by the Master Servicer or any other Person. On any Distribution Date with respect to which a claim has been made under the Certificate Policy, the amount of any funds received by the Trustee as a result of any claim under the Certificate Policy, to the extent required to make the Insured Payment on such Distribution Date, shall be withdrawn from the Certificate Insurance Account and deposited in the Certificate Account and applied by the Master Servicer on behalf of the Trustee, together with the other funds to be distributed to the Insured Certificateholders pursuant to Section 4.02, directly to the payment in full of the Insured Payment due on the Insured Certificates. Any funds remaining in the Certificate Insurance Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid into the Certificate Insurance Account in respect of the Insured Certificates from moneys received under the Certificate Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon two Business Day's prior notice to the Trustee. (d) In accordance with the terms of the Certificate Policy, any claim on the Certificate Policy in respect of a Preference Amount shall require the Trustee, upon receiving notice in respect of such Preference Amount, at the expense and with the cooperation of the Master Servicer, and if applicable, subject to the cooperation of a Holder receiving such order, to obtain a certified copy of the order requiring the return of a preference payment, an opinion of counsel satisfactory to the Certificate Insurer that the order is final and not subject to appeal, and other documentation as required by the Certificate Policy. Any such opinion of counsel shall be provided at the sole expense of the Bear, Stearns & Co., Inc. Section 12.03. Effect of Payments by the Certificate Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which is made with monies received pursuant to the terms of the Certificate Policy shall not be considered payment of the Insured Certificates from the Trust Fund. The Master Servicer, the Company and the Trustee acknowledge, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Master Servicer, the Company, the Trustee or the Certificate Registrar, to the extent the Certificate Insurer or any fiscal agent on behalf of the Certificate Insurer makes payments, directly or indirectly, on 51 account of principal of or interest on the Insured Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Insured Certificateholder, the Master Servicer, the Company and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Fund; provided that the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided for herein. The Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. Section 12.04. Notices and Information to the Certificate Insurer. (a) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to any other party hereto to the Rating Agencies or to the Certificateholders (including the statement, certificate and report described in Sections 3.17, 3.18 and 3.19, respectively, of the Standard Terms) shall also be sent to the Certificate Insurer. (b) The Master Servicer shall designate a Person who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans and to all books, records, accounts, information and other matters relating to the Certificates or this Agreement. Section 12.05. Trustee to Hold Certificate Policy. The Trustee will hold the Certificate Policy in trust as agent for the Insured Certificateholders for the purpose of making claims thereon and distributing the proceeds thereof. Neither the Certificate Policy, nor the amounts paid on the Certificate Policy will constitute part of the Trust Fund or assets of any REMIC created by this Agreement. Each Insured Certificateholder, by accepting its Certificate, appoints the Trustee as attorney-in-fact for the purpose of making claims on the Certificate Policy. The Trustee shall surrender the Certificate Policy to the Certificate Insurer for cancellation upon the payment in full of the Insured Certificates. To the extent that the Certificate Policy constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside credit support agreement and not an asset of any REMIC and (2) it shall be owned by the Certificate Insurer, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. Section 12.06. Insurance Premium Payments. (a) The Insurance Premium paid under this Agreement shall be nonrefundable and the right of the Certificate Insurer to receive any Insurance Premium payable hereunder shall be absolute and unconditional, in each case without regard to whether the Certificate Insurer or any fiscal agent on behalf of the Certificate Insurer makes any payment under the Certificate Policy or any other circumstances relating to the Insured Certificates or the Certificate Policy (including payment or any provision being made for payment of the Insured Certificateholders prior to the final date for distribution in respect of the Insured Certificates under this Agreement). 52 The Master Servicer on behalf of the Trustee (or the Paying Agent appointed by the Trustee) shall pay the Insurance Premium and all other amounts payable to the Certificate Insurer under this Agreement, and the Trustee shall pay to the Certificate Insurer, upon direction of the Master Servicer and receipt of funds sufficient for such payment, any amounts payable to the Certificate Insurer under the Certificate Policy and not payable by the Master Servicer hereunder, in each case in immediately available funds by wire transfer to such account as the Certificate Insurer shall designate by notice, and in the lawful currency of the United States of America, on the dates when due. Section 12.07. Ratings. The parties hereto agree that references in this Agreement or in the Standard Terms to ratings on the Certificates or interests of the Certificateholders shall be determined without regard to the Certificate Policy. Section 12.08. Third Party Beneficiaries. The Certificate Insurer shall be an express third-party beneficiary of this Agreement to the extent of its express subrogation rights, its rights to receive the Insurance Premium pursuant to Section 4.02(a) and its express rights set forth in Article XII of this Agreement and shall have the right to enforce the related provisions of this Agreement as if it were a party hereto. 53 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: Name: Joseph Orning Title: Vice President Attest: ____________________ Name: Title: RESIDENTIAL FUNDING CORPORATION [Seal] By: Name: Title: Attest:____________________ Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee [Seal] By: Name: Title: By: Name: Title: Attest:____________________ Name: Title: STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 29th day of November, 2004 before me, a notary public in and for said State, personally appeared Joseph Orning, 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. Notary Public [Notarial Seal] STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 29th day of November, 2004 before me, a notary public in and for said State, personally appeared _____________________, known to me to be a(n) ____________________ of Residential Funding Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [Notarial Seal] STATE OF CALIFORNIA ) ) ss.: COUNTY OF ORANGE ) On the 29th day of November, 2004 before me, a notary public in and for said State, personally appeared _______________, known to me to be a(n) _________________ 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. Notary Public [Notarial Seal] STATE OF CALIFORNIA ) ) ss.: COUNTY OF ORANGE ) On the 29th day of November, 2004 before me, a notary public in and for said State, personally appeared _______________, known to me to be a(n) _________________ 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. 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 # 8335202 W53/G02 F 445,000.00 ZZ 360 426,560.05 1 6.8750 2923.34 80 6.6250 2923.34 TAMPA FL 33615 2 10/02/02 00 0435221676 03 11/01/02 0.0000 1303000394 O 10/01/32 0 8340760 W53/G02 F 129,000.00 ZZ 360 125,381.13 1 6.7500 836.70 78 6.5000 836.70 COVINGTON GA 30016 5 09/23/02 00 0435122742 05 11/01/02 0.0000 1311000659 O 10/01/32 0 9585273 F09/G02 F 273,000.00 ZZ 300 270,194.40 2 6.8750 1907.79 80 6.6250 1907.79 LOS ANGELES CA 90037 5 07/14/04 00 0438442667 05 09/01/04 0.0000 4000120754 O 08/01/29 0 9585525 F09/G02 F 310,000.00 ZZ 360 307,434.57 4 6.6250 1984.96 72 6.3750 1984.96 CAROLINA BEACHNC 28428 5 06/24/04 00 0438440752 05 08/01/04 0.0000 4000105446 O 07/01/34 0 9609343 U05/G02 F 180,000.00 T 360 178,842.29 1 6.5000 1137.72 80 6.2500 1137.72 MIAMI FL 33173 1 08/27/04 00 0438487720 09 10/01/04 0.0000 3000653718 O 09/01/34 0 9614522 Y21/G02 F 136,000.00 ZZ 360 135,646.72 1 6.7500 882.10 65 6.5000 882.10 LARGO FL 33770 5 12/28/04 00 0438862922 05 02/01/05 0.0000 204894336 O 01/01/35 0 9628932 286/286 F 23,150.00 ZZ 360 23,108.08 2 6.7500 150.16 90 6.5000 150.16 TEXAS CITY TX 77590 1 01/03/05 14 0003597105 05 03/01/05 25.0000 0003597105 N 02/01/35 0 9628940 286/286 F 49,000.00 ZZ 360 48,872.71 1 6.7500 317.82 70 6.5000 317.82 JACKSONVILLE FL 32210 5 01/03/05 00 0003647973 05 02/01/05 0.0000 0003647973 N 01/01/35 0 9628966 286/286 F 40,500.00 ZZ 360 40,352.36 1 6.5000 255.99 90 6.2500 255.99 DUMAS TX 79029 1 11/16/04 19 0003697768 05 01/01/05 25.0000 0003697768 N 12/01/34 0 9628990 286/286 F 57,600.00 ZZ 360 57,384.90 1 6.3750 359.35 90 6.1250 359.35 BALTIMORE MD 21216 1 11/17/04 12 0003715613 05 01/01/05 25.0000 0003715613 N 12/01/34 0 9629010 286/286 F 80,910.00 ZZ 360 80,515.22 1 6.6250 518.08 90 6.3750 518.08 FREDERICA DE 19946 1 12/03/04 04 0003724629 05 02/01/05 25.0000 0003724629 N 01/01/35 0 9629030 286/286 F 75,825.00 ZZ 360 75,514.55 1 6.7500 491.80 90 6.5000 491.80 JACKSONVILLE FL 32208 1 11/18/04 14 0003733309 05 01/01/05 25.0000 0003733309 N 12/01/34 0 9629058 286/286 F 50,000.00 ZZ 360 49,856.93 2 6.2500 307.86 50 6.0000 307.86 LANCASTER PA 17602 2 12/20/04 00 0003751566 05 02/01/05 0.0000 0003751566 N 01/01/35 0 9629066 286/286 F 246,000.00 ZZ 360 245,081.33 2 6.3750 1534.72 48 6.1250 1534.72 BRONX NY 10462 2 11/10/04 00 0003753934 05 01/01/05 0.0000 0003753934 N 12/01/34 0 9629068 286/286 F 61,200.00 ZZ 360 61,033.11 2 6.5000 386.83 90 6.2500 386.83 INDEPENDENCE MO 64050 1 12/02/04 04 0003755096 05 02/01/05 25.0000 0003755096 N 01/01/35 0 9629070 286/286 F 69,300.00 ZZ 360 69,119.99 1 6.7500 449.48 90 6.5000 449.48 N MIAMI FL 33161 1 12/14/04 01 0003755426 01 02/01/05 25.0000 0003755426 N 01/01/35 0 9629072 286/286 F 73,440.00 ZZ 360 73,239.72 1 6.5000 464.20 90 6.2500 464.20 CENTRALIA WA 98531 1 12/22/04 14 0003756379 05 02/01/05 25.0000 0003756379 N 01/01/35 0 9629080 286/286 F 90,000.00 ZZ 360 89,836.82 1 6.5000 568.87 90 6.2500 568.87 GORDONSVILLE VA 22942 1 01/03/05 11 0003759149 05 03/01/05 25.0000 0003759149 N 02/01/35 0 9629086 286/286 F 55,450.00 ZZ 360 55,339.30 1 6.0000 332.46 90 5.7500 332.46 DECATUR IL 62526 1 01/05/05 12 0003762313 05 03/01/05 25.0000 0003762313 N 02/01/35 0 9629106 286/286 F 56,250.00 ZZ 360 56,082.08 1 6.3750 350.93 90 6.1250 350.93 FLINT MI 48506 1 12/29/04 11 0003769726 05 02/01/05 25.0000 0003769726 N 01/01/35 0 9629110 286/286 F 33,500.00 ZZ 360 33,362.05 1 5.8750 198.17 67 5.6250 198.17 OLIVER SPRINGSTN 37840 2 11/19/04 00 0003770670 05 01/01/05 0.0000 0003770670 N 12/01/34 0 9629112 286/286 F 72,000.00 ZZ 360 71,803.67 1 6.5000 455.09 90 6.2500 455.09 MOUNT VERNON WA 98273 1 12/21/04 14 0003772385 05 02/01/05 25.0000 0003772385 N 01/01/35 0 9629124 286/286 F 265,650.00 ZZ 360 264,925.64 1 6.5000 1679.09 90 6.2500 1679.09 MONTGOMERY TX 77316 1 12/17/04 14 0003776035 03 02/01/05 25.0000 0003776035 N 01/01/35 0 9629132 286/286 F 36,900.00 ZZ 360 36,799.36 1 6.5000 233.24 90 6.2500 233.24 BIG SPRING TX 79720 1 12/30/04 11 0003777082 05 02/01/05 25.0000 0003777082 N 01/01/35 0 9629138 286/286 F 81,000.00 ZZ 360 80,863.49 2 6.8750 532.12 90 6.6250 532.12 RICHMOND VA 23220 1 01/04/05 11 0003778861 05 03/01/05 25.0000 0003778861 N 02/01/35 0 9629140 286/286 F 56,700.00 ZZ 360 56,577.40 2 6.3750 353.74 90 6.1250 353.74 SPRINGFIELD OH 45506 1 01/03/05 11 0003779901 05 03/01/05 25.0000 0003779901 N 02/01/35 0 9629158 286/286 F 45,000.00 ZZ 360 44,839.88 1 6.6250 288.14 48 6.3750 288.14 ATLANTA GA 30331 5 11/30/04 00 0003783599 05 01/01/05 0.0000 0003783599 N 12/01/34 0 9629176 286/286 F 213,270.00 ZZ 360 212,581.70 1 7.1250 1436.84 75 6.8750 1436.84 MOUNT LAUREL NJ 08054 1 11/19/04 00 0003789911 07 01/01/05 0.0000 0003789911 N 12/01/34 0 9629186 286/286 F 250,000.00 ZZ 360 249,194.41 3 5.6250 1439.15 44 5.3750 1439.15 SAN DIEGO CA 92105 5 12/27/04 00 0003793564 05 02/01/05 0.0000 0003793564 N 01/01/35 0 9629212 286/286 F 50,000.00 ZZ 360 49,754.50 1 6.1250 303.81 49 5.8750 303.81 BLADES DE 19973 2 10/21/04 00 0003797022 05 12/01/04 0.0000 0003797022 N 11/01/34 0 9629228 286/286 F 44,910.00 ZZ 360 44,719.16 1 6.8750 295.03 90 6.6250 295.03 SPOKANE WA 99202 1 10/28/04 11 0003800153 05 12/01/04 25.0000 0003800153 N 11/01/34 0 9629240 286/286 F 82,800.00 ZZ 360 82,638.62 1 6.1250 503.11 90 5.8750 503.11 HAMILTON OH 45013 1 01/04/05 11 0003802372 05 03/01/05 25.0000 0003802372 N 02/01/35 0 9631324 956/956 F 73,000.00 ZZ 360 72,770.25 1 5.7500 426.01 79 5.5000 426.01 DELAND FL 32724 2 12/22/04 00 4114120034 05 02/01/05 0.0000 4114120034 O 01/01/35 0 9631622 956/956 F 472,000.00 ZZ 360 470,199.30 1 5.8750 2792.06 80 5.6250 2792.06 BERKELEY CA 94708 2 12/09/04 00 214110045 05 02/01/05 0.0000 214110045 O 01/01/35 0 9631626 956/956 F 337,000.00 ZZ 360 335,939.39 1 5.7500 1966.64 60 5.5000 1966.64 VALLEJO CA 94591 2 12/06/04 00 314110075 05 02/01/05 0.0000 314110075 O 01/01/35 0 9631712 956/956 F 212,000.00 ZZ 360 211,545.66 1 5.6250 1220.39 80 5.3750 1220.39 PARKER CO 80134 5 01/14/05 00 2414120122 03 03/01/05 0.0000 2414120122 O 02/01/35 0 9631754 956/956 F 77,200.00 ZZ 360 76,962.71 2 5.8750 456.67 80 5.6250 456.67 CANONSBURG PA 15317 2 12/30/04 00 3814120056 05 02/01/05 0.0000 3814120056 O 01/01/35 0 9631770 956/956 F 333,700.00 ZZ 360 332,674.33 1 5.8750 1973.96 71 5.6250 1973.96 ALEXANDRIA VA 22306 2 12/08/04 00 4414110079 05 02/01/05 0.0000 4414110079 O 01/01/35 0 9631778 956/956 F 75,500.00 ZZ 360 75,245.06 1 5.3750 422.78 79 5.1250 422.78 LA VERGNE TN 37086 2 12/16/04 00 4614110070 05 02/01/05 0.0000 4614110070 O 01/01/35 0 9633756 286/286 F 73,600.00 ZZ 360 73,463.30 1 6.3750 459.17 80 6.1250 459.17 DAYTON OH 45432 1 01/06/05 00 0003803460 05 03/01/05 0.0000 0003803460 O 02/01/35 0 9633790 286/286 F 75,000.00 ZZ 360 74,891.08 1 7.6250 530.85 48 7.3750 530.85 PHOENIX AZ 85031 5 01/04/05 00 0003810555 05 03/01/05 0.0000 0003810555 O 02/01/35 0 9633820 286/286 F 60,000.00 ZZ 360 59,888.54 1 6.3750 374.33 80 6.1250 374.33 AJO AZ 85321 1 01/07/05 00 0003818800 05 03/01/05 0.0000 0003818800 O 02/01/35 0 9633836 286/286 F 68,875.00 ZZ 360 68,756.05 2 6.7500 446.73 77 6.5000 446.73 PORTSMOUTH VA 23704 2 01/20/05 00 0003822099 05 03/01/05 0.0000 0003822099 N 02/01/35 0 9633840 286/286 F 50,001.00 ZZ 360 49,909.26 1 6.7500 324.31 74 6.5000 324.31 SAINT LOUIS MO 63111 2 01/14/05 00 0003823021 05 03/01/05 0.0000 0003823021 N 02/01/35 0 9633850 286/286 F 61,600.00 T 360 61,510.53 1 7.6250 436.01 80 7.3750 436.01 LAKEVIEW OH 43331 1 01/21/05 00 0003828604 05 03/01/05 0.0000 0003828604 O 02/01/35 0 9633872 286/286 F 85,200.00 ZZ 360 85,041.76 1 6.3750 531.54 80 6.1250 531.54 GARLAND TX 75040 1 01/19/05 00 0003838233 05 03/01/05 0.0000 0003838233 O 02/01/35 0 9633874 286/286 F 42,600.00 ZZ 360 42,536.56 1 7.5000 297.87 60 7.2500 297.87 OOLITIC IN 47451 2 01/21/05 00 0003839391 05 03/01/05 0.0000 0003839391 N 02/01/35 0 9634018 286/286 F 67,000.00 ZZ 360 66,878.53 1 6.5000 423.49 55 6.2500 423.49 LELAND NC 28451 1 01/20/05 00 0003632971 03 03/01/05 0.0000 0003632971 O 02/01/35 0 9634030 286/286 F 407,000.00 ZZ 360 405,986.59 1 6.0000 2440.18 85 5.7500 2440.18 SILVER SPRING MD 20901 2 12/28/04 11 0003676340 05 03/01/05 12.0000 0003676340 O 02/01/35 0 9634052 286/286 F 71,900.00 ZZ 360 71,778.83 2 6.8750 472.34 64 6.6250 472.34 SPRINGFIELD MO 65807 2 01/12/05 00 0003727080 05 03/01/05 0.0000 0003727080 N 02/01/35 0 9634058 286/286 F 319,000.00 ZZ 360 318,108.90 1 6.3750 1990.15 75 6.1250 1990.15 PALATINE IL 60067 2 12/28/04 00 0003732551 05 02/01/05 0.0000 0003732551 O 01/01/35 0 9634076 286/286 F 64,000.00 ZZ 360 63,880.20 1 6.3750 399.28 80 6.1250 399.28 TOLEDO OH 43612 1 01/04/05 00 0003744558 05 03/01/05 0.0000 0003744558 O 02/01/35 0 9634080 286/286 F 333,000.00 ZZ 360 332,438.86 3 6.8750 2187.58 90 6.6250 2187.58 MAPLEWOOD NJ 07040 1 01/06/05 04 0003749367 05 03/01/05 25.0000 0003749367 O 02/01/35 0 9634094 286/286 F 303,000.00 ZZ 360 302,437.23 3 6.3750 1890.33 70 6.1250 1890.33 JERSEY CITY NJ 07307 2 01/13/05 00 0003755868 05 03/01/05 0.0000 0003755868 O 02/01/35 0 9634136 286/286 F 91,000.00 T 360 90,846.65 1 6.8750 597.81 76 6.6250 597.81 TITUSVILLE FL 32796 1 01/07/05 00 0003779873 05 03/01/05 0.0000 0003779873 O 02/01/35 0 9634156 286/286 F 184,500.00 ZZ 360 184,245.21 2 7.8750 1337.76 86 7.6250 1337.76 CHICAGO IL 60636 5 01/07/05 12 0003786652 05 03/01/05 25.0000 0003786652 O 02/01/35 0 9634168 286/286 F 68,800.00 ZZ 360 68,650.74 1 6.3750 429.23 80 6.1250 429.23 TREMONT IL 61568 1 01/07/05 00 0003791712 05 03/01/05 0.0000 0003791712 O 02/01/35 0 9634170 286/286 F 50,000.00 ZZ 360 49,929.19 1 7.7500 358.21 60 7.5000 358.21 EAST CHICAGO IN 46312 2 01/13/05 00 0003791848 05 03/01/05 0.0000 0003791848 N 02/01/35 0 9634172 286/286 F 73,000.00 ZZ 360 72,805.71 1 6.6250 467.43 52 6.3750 467.43 SPOKANE WA 99217 1 12/30/04 00 0003791874 03 02/01/05 0.0000 0003791874 O 01/01/35 0 9634184 286/286 F 94,500.00 ZZ 360 94,306.82 1 5.8750 559.01 75 5.6250 559.01 BOISE ID 83705 2 01/10/05 00 0003794469 05 03/01/05 0.0000 0003794469 O 02/01/35 0 9635310 286/286 F 51,920.00 ZZ 360 51,825.87 1 6.5000 328.17 80 6.2500 328.17 TRENTON TX 75490 1 01/04/05 00 0003786995 05 03/01/05 0.0000 0003786995 O 02/01/35 0 9635320 286/286 F 73,600.00 ZZ 360 73,331.70 1 6.5000 465.20 80 6.2500 465.20 TONEY AL 35773 1 11/29/04 00 0003790065 05 01/01/05 0.0000 0003790065 O 12/01/34 0 9635322 286/286 F 60,000.00 ZZ 360 59,828.31 1 6.2500 369.43 80 6.0000 369.43 STILLWATER OK 74074 1 12/21/04 00 0003790668 05 02/01/05 0.0000 0003790668 O 01/01/35 0 9635326 286/286 F 247,200.00 ZZ 360 246,421.98 1 5.7500 1442.60 80 5.5000 1442.60 DALLAS TX 75204 1 12/17/04 00 0003790996 07 02/01/05 0.0000 0003790996 O 01/01/35 0 9635350 286/286 F 79,200.00 ZZ 360 78,973.38 1 6.2500 487.65 80 6.0000 487.65 ROLETT TX 75088 1 12/16/04 00 0003797512 05 02/01/05 0.0000 0003797512 O 01/01/35 0 9635358 286/286 F 84,800.00 ZZ 360 84,622.50 1 5.7500 494.87 80 5.5000 494.87 VICTORIA TX 77901 1 01/12/05 00 0003801675 05 03/01/05 0.0000 0003801675 O 02/01/35 0 9635364 286/286 F 69,600.00 ZZ 360 69,386.04 1 5.8750 411.72 80 5.6250 411.72 LAKE WORTH TX 76135 1 12/21/04 00 0003802052 05 02/01/05 0.0000 0003802052 O 01/01/35 0 9635370 286/286 F 90,300.00 ZZ 360 90,124.01 1 6.1250 548.68 80 5.8750 548.68 JEFFERSONVILLEIN 47130 1 01/07/05 00 0003803226 05 03/01/05 0.0000 0003803226 O 02/01/35 0 9635394 286/286 F 60,000.00 ZZ 360 59,885.82 1 6.2500 369.44 80 6.0000 369.44 NORWALK OH 44857 1 01/21/05 00 0003809766 05 03/01/05 0.0000 0003809766 O 02/01/35 0 9635422 286/286 F 81,667.00 ZZ 360 81,503.99 1 6.0000 489.64 80 5.7500 489.64 LOUISVILLE KY 40229 1 01/18/05 00 0003818830 05 03/01/05 0.0000 0003818830 O 02/01/35 0 9635424 286/286 F 60,000.00 ZZ 360 59,844.15 1 6.7500 389.16 80 6.5000 389.16 LUBBOCK TX 79407 1 12/30/04 00 0003820838 05 02/01/05 0.0000 0003820838 O 01/01/35 0 9635426 286/286 F 63,200.00 ZZ 360 63,079.74 1 6.2500 389.14 80 6.0000 389.14 MEANS KY 40346 1 01/20/05 00 0003821254 05 03/01/05 0.0000 0003821254 O 02/01/35 0 9635428 286/286 F 82,320.00 ZZ 360 82,170.76 1 6.5000 520.32 80 6.2500 520.32 KAUKAUNA WI 54130 1 01/14/05 00 0003821284 05 03/01/05 0.0000 0003821284 O 02/01/35 0 9635430 286/286 F 68,400.00 ZZ 360 68,242.28 1 5.8750 404.62 80 5.6250 404.62 CONOVER NC 28613 1 01/20/05 00 0003821335 05 03/01/05 0.0000 0003821335 O 02/01/35 0 9635513 286/286 F 44,935.00 ZZ 360 44,329.71 1 6.7500 291.45 95 6.5000 291.45 WATERBURY CT 06705 1 09/15/04 12 3548393 01 11/01/04 30.0000 3548393 O 10/01/34 0 9635552 286/286 F 81,920.00 ZZ 360 81,536.54 1 6.3750 511.07 80 6.1250 511.07 WELLINGTON KS 67152 1 10/08/04 00 0003675143 05 12/01/04 0.0000 0003675143 O 11/01/34 0 9635554 286/286 F 82,400.00 ZZ 360 81,985.73 1 6.0000 494.03 80 5.7500 494.03 CAROLLTON TX 75006 1 10/08/04 00 0003680933 05 12/01/04 0.0000 0003680933 O 11/01/34 0 9635558 286/286 F 82,400.00 ZZ 360 81,959.09 1 6.0000 494.03 80 5.7500 494.03 LUBBOCK TX 79414 1 10/29/04 00 0003694179 05 12/01/04 0.0000 0003694179 O 11/01/34 0 9635564 286/286 F 41,600.00 ZZ 360 41,409.88 1 6.5000 262.95 80 6.2500 262.95 BEAUMONT TX 77706 1 10/20/04 00 0003697277 05 12/01/04 0.0000 0003697277 O 11/01/34 0 9635606 286/286 F 90,300.00 ZZ 360 90,028.95 1 6.0000 541.40 80 5.7500 541.40 MIDLOTHIAN TX 76065 1 12/21/04 00 0003737359 05 02/01/05 0.0000 0003737359 O 01/01/35 0 9635622 286/286 F 57,600.00 ZZ 360 57,422.94 1 5.8750 340.73 80 5.6250 340.73 LEBANON OH 45036 1 12/10/04 00 0003746192 05 02/01/05 0.0000 0003746192 O 01/01/35 0 9635646 286/286 F 90,000.00 ZZ 360 89,820.35 1 6.0000 539.60 79 5.7500 539.60 BAXLEY GA 31513 1 01/07/05 00 0003758464 05 03/01/05 0.0000 0003758464 O 02/01/35 0 9635652 286/286 F 84,000.00 ZZ 360 83,753.79 1 6.1250 510.40 80 5.8750 510.40 CORINTH TX 76210 1 12/17/04 00 0003760565 05 02/01/05 0.0000 0003760565 O 01/01/35 0 9635654 286/286 F 63,920.00 ZZ 360 63,675.13 1 5.6250 367.96 80 5.3750 367.96 BLOOMINGTON IN 47403 1 12/17/04 00 0003760735 05 02/01/05 0.0000 0003760735 O 01/01/35 0 9635662 286/286 F 86,640.00 ZZ 360 86,324.14 1 6.5000 547.63 80 6.2500 547.63 SUPERIOR AZ 85273 1 11/29/04 00 0003761586 05 01/01/05 0.0000 0003761586 O 12/01/34 0 9635694 286/286 F 71,920.00 ZZ 360 71,723.87 1 6.5000 454.59 80 6.2500 454.59 SPRING TX 77373 1 12/17/04 00 0003776159 03 02/01/05 0.0000 0003776159 O 01/01/35 0 9635706 286/286 F 82,320.00 ZZ 360 82,151.71 1 5.8750 486.96 80 5.6250 486.96 SUBLETTE KS 67877 1 01/05/05 00 0003779969 05 03/01/05 0.0000 0003779969 O 02/01/35 0 9635714 286/286 F 79,200.00 ZZ 360 78,955.58 1 5.8750 468.50 80 5.6250 468.50 KILLEEN TX 76542 1 12/28/04 00 0003781742 05 02/01/05 0.0000 0003781742 O 01/01/35 0 9635760 Y21/G02 F 240,000.00 ZZ 360 239,543.35 1 6.2500 1477.73 80 6.0000 1477.73 GAITHERSBURG MD 20879 5 01/07/05 00 0438894487 09 03/01/05 0.0000 204912881 O 02/01/35 0 9635764 Y21/G02 F 88,000.00 ZZ 360 87,851.71 1 6.8750 578.10 69 6.6250 578.10 LAKELAND FL 33810 5 01/07/05 00 0438895831 05 03/01/05 0.0000 204916313 O 02/01/35 0 9635774 Y21/G02 F 61,750.00 ZZ 360 61,635.31 1 6.3750 385.24 95 6.1250 385.24 SAINT LOUIS MO 63116 1 01/10/05 14 0438896524 05 03/01/05 30.0000 204945356 O 02/01/35 0 9635952 F28/G02 F 425,000.00 ZZ 360 423,661.77 1 7.2500 2899.25 58 7.0000 2899.25 WEST BLOOMFIELMI 48322 5 11/12/04 00 0438898025 05 01/01/05 0.0000 2474794 O 12/01/34 0 9635964 F28/G02 F 400,000.00 ZZ 360 398,432.92 1 6.1250 2430.45 67 5.8750 2430.45 SAMMAMISH WA 98074 2 11/12/04 00 0438909061 03 01/01/05 0.0000 2533666 O 12/01/34 0 9639295 E22/G02 F 340,000.00 ZZ 360 338,370.07 2 6.2500 2093.44 80 6.0000 2093.44 BRONX NY 10472 5 10/18/04 00 0422192393 05 12/01/04 0.0000 0422192393 O 11/01/34 0 9649984 Y21/G02 F 83,200.00 ZZ 360 82,694.22 1 6.2500 512.28 80 6.0000 512.28 GARDNER KS 66030 1 09/15/04 00 0438977324 05 11/01/04 0.0000 204648858 O 10/01/34 0 9649994 Y21/G02 F 31,500.00 ZZ 360 31,403.38 1 6.7500 204.31 70 6.5000 204.31 BALTIMORE MD 21217 5 01/18/05 00 0438986382 07 03/01/05 0.0000 204812585 N 02/01/35 0 9649998 Y21/G02 F 31,500.00 ZZ 360 31,383.88 1 6.7500 204.31 70 6.5000 204.31 BALTIMORE MD 21217 5 01/18/05 00 0438980575 02 03/01/05 0.0000 204838452 N 02/01/35 0 9650050 Y21/G02 F 80,000.00 ZZ 360 79,834.13 1 5.8750 473.24 80 5.6250 473.24 COLVILLE WA 99114 1 01/18/05 00 0438976094 05 03/01/05 0.0000 204947472 O 02/01/35 0 9650052 Y21/G02 F 69,000.00 ZZ 360 68,886.55 1 7.0000 459.06 82 6.7500 459.06 NEW CARLISLE OH 45344 5 01/24/05 01 0438987836 05 03/01/05 12.0000 205003486 O 02/01/35 0 9654272 286/286 F 243,675.00 ZZ 360 243,233.22 1 6.5000 1540.20 75 6.2500 1540.20 DANBURY CT 06810 1 01/28/05 00 0003296001 01 03/01/05 0.0000 0003296001 N 02/01/35 0 9654292 286/286 F 228,000.00 ZZ 240 226,499.24 1 5.7500 1600.76 80 5.5000 1600.76 RIVERSIDE CA 92506 2 10/27/04 00 0003702696 05 01/01/05 0.0000 0003702696 O 12/01/24 0 9654294 286/286 F 288,000.00 ZZ 360 287,114.79 2 5.8750 1703.63 80 5.6250 1703.63 NEW YORK NY 10462 1 12/08/04 00 0003703113 05 02/01/05 0.0000 0003703113 O 01/01/35 0 9654298 286/286 F 325,000.00 ZZ 360 324,303.47 1 5.6250 1870.89 71 5.3750 1870.89 VIRGINIA BEACHVA 23455 1 02/01/05 00 0003712029 01 03/01/05 0.0000 0003712029 O 02/01/35 0 9654302 286/286 F 269,100.00 ZZ 348 268,585.70 2 6.6250 1742.10 62 6.3750 1742.10 ARROYO GRANDE CA 93420 2 01/25/05 00 0003717283 05 03/01/05 0.0000 0003717283 N 02/01/34 0 9654314 286/286 F 245,000.00 ZZ 360 244,128.18 1 6.6250 1568.77 73 6.3750 1568.77 BUFFALO GROVE IL 60089 2 11/24/04 00 0003735014 05 01/01/05 0.0000 0003735014 O 12/01/34 0 9654318 286/286 F 82,000.00 ZZ 360 81,843.98 1 6.2500 504.89 72 6.0000 504.89 VIRGINIA BEACHVA 23452 5 01/28/05 00 0003735374 05 03/01/05 0.0000 0003735374 N 02/01/35 0 9654332 286/286 F 275,000.00 ZZ 360 274,029.47 1 5.8750 1626.73 67 5.6250 1626.73 SILVER SPRING MD 20901 5 01/25/05 00 0003742807 05 03/01/05 0.0000 0003742807 O 02/01/35 0 9654334 286/286 F 320,000.00 ZZ 360 319,174.81 1 6.2500 1970.30 75 6.0000 1970.30 FLORAL PARK NY 11001 1 01/27/05 00 0003746329 05 03/01/05 0.0000 0003746329 O 02/01/35 0 9654338 286/286 F 84,400.00 T 360 84,223.33 1 5.7500 492.54 80 5.5000 492.54 YUMA AZ 85365 1 01/25/05 00 0003747700 05 03/01/05 0.0000 0003747700 O 02/01/35 0 9654346 286/286 F 302,000.00 ZZ 360 300,759.31 1 5.8750 1786.45 59 5.6250 1786.45 SANTA BARBARA CA 93101 5 11/01/04 00 0003754079 05 01/01/05 0.0000 0003754079 N 12/01/34 0 9654350 286/286 F 256,000.00 ZZ 360 255,249.72 1 6.1250 1555.49 80 5.8750 1555.49 HITCHCOCK TX 77563 2 12/28/04 00 0003754521 05 02/01/05 0.0000 0003754521 O 01/01/35 0 9654354 286/286 F 159,920.00 ZZ 360 159,215.00 1 5.5000 908.01 80 5.2500 908.01 APPLE VALLEY CA 92308 1 11/22/04 00 0003755081 05 01/01/05 0.0000 0003755081 O 12/01/34 0 9654356 286/286 F 146,000.00 ZZ 240 145,357.03 1 5.8750 1035.49 31 5.6250 1035.49 ROSEVILLE CA 95678 2 01/21/05 00 0003756366 05 03/01/05 0.0000 0003756366 O 02/01/25 0 9654362 286/286 F 359,650.00 ZZ 360 358,925.15 1 6.8750 2362.65 63 6.6250 2362.65 SAN DIEGO CA 92019 5 12/29/04 00 0003760179 05 03/01/05 0.0000 0003760179 O 02/01/35 0 9654364 286/286 F 110,000.00 ZZ 360 109,653.78 1 5.7500 641.94 69 5.5000 641.94 PORT ST LUCIE FL 34953 5 12/09/04 00 0003760675 05 02/01/05 0.0000 0003760675 O 01/01/35 0 9654372 286/286 F 84,000.00 ZZ 360 83,924.06 1 6.5000 530.94 80 6.2500 530.94 BRICK NJ 08724 5 01/28/05 00 0003762161 01 04/01/05 0.0000 0003762161 O 03/01/35 0 9654374 286/286 F 272,000.00 ZZ 360 271,444.00 1 5.8750 1608.99 80 5.6250 1608.99 OLATHE KS 66062 1 01/31/05 00 0003762430 03 03/01/05 0.0000 0003762430 O 02/01/35 0 9654378 286/286 F 82,000.00 ZZ 360 81,861.81 1 6.8750 538.69 74 6.6250 538.69 VIRGINIA BEACHVA 23452 5 01/28/05 00 0003762619 05 03/01/05 0.0000 0003762619 N 02/01/35 0 9654384 286/286 F 104,720.00 ZZ 360 104,500.80 1 5.7500 611.12 80 5.5000 611.12 MIAMI FL 33174 1 01/04/05 00 0003764694 01 03/01/05 0.0000 0003764694 O 02/01/35 0 9654386 286/286 F 359,650.00 ZZ 360 358,897.20 1 5.7500 2098.82 56 5.5000 2098.82 PHILADELPHIA PA 19118 1 02/02/05 00 0003769015 05 03/01/05 0.0000 0003769015 O 02/01/35 0 9654388 286/286 F 250,000.00 ZZ 360 249,578.72 1 6.8750 1642.33 48 6.6250 1642.33 IRVINE CA 92612 5 01/20/05 00 0003769410 01 03/01/05 0.0000 0003769410 O 02/01/35 0 9654400 286/286 F 243,750.00 ZZ 360 243,286.22 1 6.2500 1500.82 75 6.0000 1500.82 PEMBROKE PINEFL 33025 5 01/07/05 00 0003773743 05 03/01/05 0.0000 0003773743 O 02/01/35 0 9654404 286/286 F 264,000.00 T 360 262,672.70 1 6.0000 1582.82 80 5.7500 1582.82 ST. AUGUSTINE FL 32080 1 11/18/04 00 0003775788 01 01/01/05 0.0000 0003775788 O 12/01/34 0 9654420 286/286 F 333,700.00 ZZ 360 332,262.94 1 5.6250 1920.97 70 5.3750 1920.97 DANVILLE CA 94506 2 11/04/04 00 0003781881 07 01/01/05 0.0000 0003781881 O 12/01/34 0 9654422 286/286 F 268,000.00 ZZ 360 266,898.97 1 5.8750 1585.33 80 5.6250 1585.33 SUNNYVALE CA 94086 1 11/03/04 00 0003781913 01 01/01/05 0.0000 0003781913 O 12/01/34 0 9654426 286/286 F 98,800.00 ZZ 360 98,616.49 1 6.3750 616.39 95 6.1250 616.39 SHERIDAN WY 82801 2 01/03/05 14 0003782362 05 03/01/05 30.0000 0003782362 O 02/01/35 0 9654430 286/286 F 165,000.00 ZZ 360 164,620.34 1 5.2500 911.14 54 5.0000 911.14 NORFOLK VA 23517 1 01/14/05 00 0003782949 01 03/01/05 0.0000 0003782949 O 02/01/35 0 9654750 286/286 F 176,000.00 ZZ 360 175,622.80 1 5.6250 1013.16 35 5.3750 1013.16 WAIMANALO HI 96795 2 01/21/05 00 0003833740 05 03/01/05 0.0000 0003833740 O 02/01/35 0 9654762 286/286 F 285,300.00 ZZ 360 284,756.28 1 6.6250 1826.81 90 6.3750 1826.81 SOUTH OZONE PANY 11420 1 01/31/05 11 0003835103 05 03/01/05 25.0000 0003835103 O 02/01/35 0 9654764 286/286 F 236,700.00 ZZ 360 236,086.05 1 6.0000 1419.14 75 5.7500 1419.14 BARRINGTON IL 60010 2 02/02/05 00 0003835132 05 04/01/05 0.0000 0003835132 O 03/01/35 0 9654766 286/286 F 300,000.00 ZZ 360 299,372.06 2 5.7500 1750.72 80 5.5000 1750.72 LOS ANGELES CA 90031 5 01/20/05 00 0003835179 05 03/01/05 0.0000 0003835179 O 02/01/35 0 9654768 286/286 F 333,900.00 ZZ 360 333,264.69 1 6.2500 2055.89 70 6.0000 2055.89 SOUTH LAKE TAHCA 96150 5 01/19/05 00 0003835318 05 03/01/05 0.0000 0003835318 O 02/01/35 0 9654774 286/286 F 108,800.00 ZZ 360 108,465.57 1 5.8750 643.60 80 5.6250 643.60 BAKERSFIELD CA 93301 5 12/20/04 00 0003835557 05 02/01/05 0.0000 0003835557 O 01/01/35 0 9654776 286/286 F 82,400.00 ZZ 360 82,243.21 1 6.2500 507.36 80 6.0000 507.36 TAFT CA 93268 1 01/25/05 00 0003835732 05 03/01/05 0.0000 0003835732 N 02/01/35 0 9654782 286/286 F 210,000.00 ZZ 360 209,559.45 1 5.7500 1225.51 68 5.5000 1225.51 SAN DIEGO CA 92119 5 01/19/05 00 0003835796 01 03/01/05 0.0000 0003835796 O 02/01/35 0 9654784 286/286 F 279,000.00 ZZ 300 278,295.13 1 6.8750 1949.73 60 6.6250 1949.73 TARZANA CA 91335 2 01/19/05 00 0003835797 05 03/01/05 0.0000 0003835797 O 02/01/30 0 9654786 286/286 F 168,750.00 ZZ 360 168,436.55 1 6.3750 1052.79 75 6.1250 1052.79 PRESCOTT AZ 86301 5 01/26/05 00 0003835799 05 03/01/05 0.0000 0003835799 N 02/01/35 0 9654788 286/286 F 359,650.00 ZZ 360 359,279.72 1 6.8750 2362.65 69 6.6250 2362.65 OAKVIEW CA 93022 5 01/28/05 00 0003835829 05 04/01/05 0.0000 0003835829 O 03/01/35 0 9654790 286/286 F 359,650.00 ZZ 360 358,949.08 1 6.1250 2185.28 49 5.8750 2185.28 BRENTWOOD CA 94513 5 01/26/05 00 0003835841 05 03/01/05 0.0000 0003835841 O 02/01/35 0 9654796 286/286 F 243,000.00 ZZ 360 242,393.24 1 5.7500 1418.09 46 5.5000 1418.09 LAHAINA HI 96761 1 01/24/05 00 0003835987 01 03/01/05 0.0000 0003835987 N 02/01/35 0 9654798 286/286 F 67,000.00 ZZ 360 66,875.55 1 6.3750 418.00 64 6.1250 418.00 OLATHE KS 66061 2 01/31/05 00 0003836229 05 03/01/05 0.0000 0003836229 N 02/01/35 0 9654800 286/286 F 91,500.00 ZZ 360 91,330.03 1 6.3750 570.85 61 6.1250 570.85 SPRING HILL KS 66083 2 01/31/05 00 0003836233 05 03/01/05 0.0000 0003836233 N 02/01/35 0 9654814 286/286 F 237,000.00 ZZ 360 236,515.54 1 5.8750 1401.95 51 5.6250 1401.95 NORWELL MA 02061 5 01/20/05 00 0003838209 05 03/01/05 0.0000 0003838209 O 02/01/35 0 9654818 286/286 F 303,000.00 ZZ 360 302,218.97 1 5.3750 1696.72 80 5.1250 1696.72 SEATAC WA 98188 2 01/27/05 00 0003838791 05 03/01/05 0.0000 0003838791 O 02/01/35 0 9654820 286/286 F 165,000.00 ZZ 360 164,654.63 1 5.7500 962.90 55 5.5000 962.90 POMONA CA 91766 5 01/18/05 00 0003839322 05 03/01/05 0.0000 0003839322 O 02/01/35 0 9654830 286/286 F 238,000.00 ZZ 360 237,757.35 2 5.8750 1407.86 46 5.6250 1407.86 SAN DIEGO CA 92113 5 01/28/05 00 0003840331 05 04/01/05 0.0000 0003840331 N 03/01/35 0 9654834 286/286 F 265,000.00 ZZ 360 264,471.06 1 6.0000 1588.81 70 5.7500 1588.81 LYNWOOD CA 90262 5 01/24/05 00 0003840547 05 03/01/05 0.0000 0003840547 O 02/01/35 0 9654836 286/286 F 288,000.00 ZZ 360 287,338.81 1 6.0000 1726.71 90 5.7500 1726.71 RANCHOS DE TAONM 87557 1 01/27/05 12 0003841079 05 03/01/05 25.0000 0003841079 O 02/01/35 0 9654838 286/286 F 359,650.00 ZZ 360 358,932.13 1 6.0000 2156.29 52 5.7500 2156.29 LOS ANGELES CA 90066 5 01/19/05 00 0003841090 05 03/01/05 0.0000 0003841090 N 02/01/35 0 9654840 286/286 F 217,000.00 ZZ 360 216,556.43 1 5.8750 1283.64 70 5.6250 1283.64 EMERYVILLE CA 94608 5 01/18/05 00 0003841101 05 03/01/05 0.0000 0003841101 O 02/01/35 0 9654842 286/286 F 100,000.00 ZZ 360 99,823.04 1 6.6250 640.32 75 6.3750 640.32 MUNDELEIN IL 60060 2 01/27/05 00 0003841477 01 03/01/05 0.0000 0003841477 O 02/01/35 0 9654844 286/286 F 283,500.00 ZZ 360 282,857.06 1 6.2500 1745.56 70 6.0000 1745.56 TEANECK NJ 07666 5 01/25/05 00 0003841529 05 03/01/05 0.0000 0003841529 O 02/01/35 0 9654846 286/286 F 320,500.00 ZZ 360 319,959.94 1 6.8750 2105.46 51 6.6250 2105.46 OCEANSIDE CA 92054 2 01/21/05 00 0003841621 05 03/01/05 0.0000 0003841621 O 02/01/35 0 9654848 286/286 F 90,000.00 ZZ 360 89,816.02 1 5.8750 532.39 32 5.6250 532.39 PALM SPRINGS CA 92264 1 01/27/05 00 0003841643 01 03/01/05 0.0000 0003841643 O 02/01/35 0 9654850 286/286 F 96,300.00 ZZ 360 96,116.77 1 6.2500 592.94 95 6.0000 592.94 GRANDVIEW MO 64030 1 01/26/05 01 0003841785 05 03/01/05 30.0000 0003841785 O 02/01/35 0 9654854 286/286 F 185,250.00 ZZ 360 184,914.15 1 6.5000 1170.91 95 6.2500 1170.91 FREDERICK MD 21702 1 01/31/05 14 0003841905 05 03/01/05 30.0000 0003841905 O 02/01/35 0 9654856 286/286 F 318,400.00 T 360 317,749.15 1 5.8750 1883.46 80 5.6250 1883.46 HAPPY JACK AZ 86024 1 01/24/05 00 0003842108 03 03/01/05 0.0000 0003842108 O 02/01/35 0 9654858 286/286 F 220,000.00 ZZ 360 219,337.35 1 5.7500 1283.87 80 5.5000 1283.87 THURMONT MD 21788 1 01/31/05 00 0003842420 05 03/01/05 0.0000 0003842420 O 02/01/35 0 9654862 286/286 F 300,000.00 ZZ 360 299,354.33 1 5.8750 1774.62 80 5.6250 1774.62 LENNOX CA 90304 5 01/21/05 00 0003842528 05 03/01/05 0.0000 0003842528 O 02/01/35 0 9654864 286/286 F 260,000.00 T 360 259,389.79 1 5.8750 1538.00 80 5.6250 1538.00 YUBA CITY CA 95993 1 01/21/05 00 0003843097 05 03/01/05 0.0000 0003843097 O 02/01/35 0 9654868 286/286 F 223,920.00 T 360 223,231.73 1 5.8750 1324.58 80 5.6250 1324.58 WILDWOOD NJ 08260 1 12/30/04 00 0003843664 01 02/01/05 0.0000 0003843664 O 01/01/35 0 9654872 286/286 F 264,000.00 ZZ 360 263,521.39 4 6.5000 1668.66 80 6.2500 1668.66 NORTH MIAMI BEFL 33162 1 01/31/05 00 0003843931 05 03/01/05 0.0000 0003843931 N 02/01/35 0 9654874 286/286 F 96,000.00 T 360 95,817.35 1 6.2500 591.09 80 6.0000 591.09 ELIZABETHTOWN KY 42701 1 01/28/05 00 0003844222 05 03/01/05 0.0000 0003844222 O 02/01/35 0 9654880 286/286 F 291,750.00 ZZ 300 290,998.60 1 6.7500 2015.74 74 6.5000 2015.74 CHICAGO IL 60612 2 01/24/05 00 0003845663 01 03/01/05 0.0000 0003845663 O 02/01/30 0 9654884 286/286 F 260,000.00 ZZ 360 259,499.45 1 6.2500 1600.87 66 6.0000 1600.87 CONCORD CA 94518 5 01/20/05 00 0003845871 05 03/01/05 0.0000 0003845871 O 02/01/35 0 9654894 286/286 F 220,500.00 ZZ 360 220,044.41 1 6.1250 1339.79 90 5.8750 1339.79 ZIMMERMAN MN 55398 1 01/28/05 14 0003848395 05 03/01/05 25.0000 0003848395 N 02/01/35 0 9655340 286/286 F 154,800.00 ZZ 360 154,335.36 1 6.0000 928.10 80 5.7500 928.10 AVON PARK FL 33825 1 12/30/04 00 0003820707 05 02/01/05 0.0000 0003820707 O 01/01/35 0 9655344 286/286 F 213,200.00 ZZ 360 212,774.44 1 6.0000 1278.25 80 5.7500 1278.25 AUSTIN TX 78749 1 01/28/05 00 0003821348 03 03/01/05 0.0000 0003821348 O 02/01/35 0 9655346 286/286 F 126,176.00 ZZ 360 125,918.09 1 5.8750 746.38 80 5.6250 746.38 SAN ANTONIO TX 78230 1 01/28/05 00 0003821603 03 03/01/05 0.0000 0003821603 O 02/01/35 0 9655350 286/286 F 131,650.00 ZZ 360 131,380.90 1 5.8750 778.76 80 5.6250 778.76 FORNEY TX 75126 1 01/27/05 00 0003822058 03 03/01/05 0.0000 0003822058 O 02/01/35 0 9655356 286/286 F 107,920.00 ZZ 360 107,699.34 1 5.8750 638.39 80 5.6250 638.39 GEORGETOWN TX 78628 1 01/31/05 00 0003824084 05 03/01/05 0.0000 0003824084 O 02/01/35 0 9655362 286/286 F 94,080.00 ZZ 360 93,887.69 1 5.8750 556.52 80 5.6250 556.52 THE COLONY TX 75056 1 01/13/05 00 0003826297 05 03/01/05 0.0000 0003826297 O 02/01/35 0 9655364 286/286 F 111,200.00 ZZ 360 110,967.23 1 5.7500 648.94 80 5.5000 648.94 CONROE TX 77304 1 01/28/05 00 0003826486 03 03/01/05 0.0000 0003826486 O 02/01/35 0 9655374 286/286 F 102,000.00 ZZ 360 101,801.21 1 6.1250 619.77 80 5.8750 619.77 CARMEL IN 46032 1 02/01/05 00 0003828553 05 03/01/05 0.0000 0003828553 O 02/01/35 0 9655382 286/286 F 237,000.00 ZZ 360 236,549.07 1 6.2500 1459.25 80 6.0000 1459.25 TAMPA FL 33626 1 01/26/05 00 0003832593 03 03/01/05 0.0000 0003832593 O 02/01/35 0 9655384 286/286 F 160,800.00 ZZ 360 160,486.62 1 6.1250 977.04 80 5.8750 977.04 ELKHORN NE 68022 1 01/21/05 00 0003833141 05 03/01/05 0.0000 0003833141 O 02/01/35 0 9655386 286/286 F 102,000.00 ZZ 360 101,700.96 1 6.1250 619.77 80 5.8750 619.77 HUNTSVILLE AL 35803 1 12/17/04 00 0003834095 05 02/01/05 0.0000 0003834095 O 01/01/35 0 9655388 286/286 F 304,000.00 ZZ 360 303,332.98 1 5.5000 1726.08 80 5.2500 1726.08 BOSSIER CITY LA 71111 1 01/26/05 00 0003834231 05 03/01/05 0.0000 0003834231 O 02/01/35 0 9655390 286/286 F 142,400.00 ZZ 360 142,055.08 1 6.1250 865.24 80 5.8750 865.24 SPRING TX 77373 1 01/10/05 00 0003836094 03 03/01/05 0.0000 0003836094 O 02/01/35 0 9655394 286/286 F 91,200.00 ZZ 360 91,109.20 1 6.0000 546.80 80 5.7500 546.80 DOYLESTOWN OH 44230 1 02/02/05 00 0003836876 05 04/01/05 0.0000 0003836876 O 03/01/35 0 9655410 286/286 F 155,488.00 ZZ 360 155,177.65 1 6.0000 932.23 80 5.7500 932.23 FERNLEY NV 89408 1 01/25/05 00 0003839626 05 03/01/05 0.0000 0003839626 O 02/01/35 0 9655416 286/286 F 186,678.00 ZZ 360 186,322.82 1 6.2500 1149.41 80 6.0000 1149.41 JUPITER FL 33458 1 01/28/05 00 0003841321 05 03/01/05 0.0000 0003841321 O 02/01/35 0 9655420 286/286 F 87,920.00 ZZ 360 87,752.72 1 6.2500 541.34 80 6.0000 541.34 INDIANAPOLIS IN 46239 1 01/28/05 00 0003842941 05 03/01/05 0.0000 0003842941 O 02/01/35 0 9655422 286/286 F 101,520.00 ZZ 360 101,306.12 1 5.8750 600.53 80 5.6250 600.53 ATLANTA GA 30349 1 02/01/05 00 0003842988 03 03/01/05 0.0000 0003842988 O 02/01/35 0 9655424 286/286 F 152,000.00 ZZ 360 151,645.03 1 5.8750 899.14 80 5.6250 899.14 ROGERS AR 72758 1 02/07/05 00 0003843391 05 04/01/05 0.0000 0003843391 O 03/01/35 0 9655430 286/286 F 159,200.00 ZZ 360 158,874.58 1 5.8750 941.73 80 5.6250 941.73 FALL CREEK OR 97438 1 01/28/05 00 0003844097 05 03/01/05 0.0000 0003844097 O 02/01/35 0 9655436 286/286 F 92,000.00 ZZ 360 91,824.96 1 6.2500 566.46 80 6.0000 566.46 RICHARDSON TX 75080 1 01/26/05 00 0003845700 05 03/01/05 0.0000 0003845700 O 02/01/35 0 9655438 286/286 F 135,760.00 ZZ 360 135,475.84 1 5.7500 792.26 80 5.5000 792.26 PLANO TX 75075 1 01/31/05 00 0003845829 05 03/01/05 0.0000 0003845829 O 02/01/35 0 9655444 286/286 F 172,000.00 ZZ 360 171,639.98 1 5.7500 1003.75 80 5.5000 1003.75 BOISE ID 83716 1 01/25/05 00 0003846272 05 03/01/05 0.0000 0003846272 O 02/01/35 0 9655446 286/286 F 89,520.00 ZZ 360 89,332.61 1 5.7500 522.42 80 5.5000 522.42 RED LION PA 17356 1 01/26/05 00 0003846483 07 03/01/05 0.0000 0003846483 O 02/01/35 0 9655450 286/286 F 58,904.00 ZZ 360 58,789.20 1 6.1250 357.91 80 5.8750 357.91 ARLINGTON TX 76006 1 01/28/05 00 0003847648 01 03/01/05 0.0000 0003847648 O 02/01/35 0 9655454 286/286 F 148,000.00 ZZ 360 147,690.22 1 5.7500 863.69 80 5.5000 863.69 WOODBURY CT 06798 1 01/28/05 00 0003848157 01 03/01/05 0.0000 0003848157 O 02/01/35 0 9655458 286/286 F 150,000.00 ZZ 360 149,843.39 1 5.7500 875.36 80 5.5000 875.36 ROWLETT TX 75088 1 02/02/05 00 0003848701 03 04/01/05 0.0000 0003848701 O 03/01/35 0 9655460 286/286 F 204,000.00 ZZ 360 203,781.91 1 5.6250 1174.34 80 5.3750 1174.34 BELLA VISTA AR 72714 1 02/07/05 00 0003848762 03 04/01/05 0.0000 0003848762 O 03/01/35 0 9655468 286/286 F 151,920.00 ZZ 360 151,609.45 1 5.8750 898.67 80 5.6250 898.67 DALLAS TX 75238 1 01/28/05 00 0003852332 05 03/01/05 0.0000 0003852332 O 02/01/35 0 9655474 286/286 F 215,200.00 ZZ 360 214,770.45 1 6.0000 1290.24 80 5.7500 1290.24 MESA AZ 85202 1 01/19/05 00 0003852798 03 03/01/05 0.0000 0003852798 O 02/01/35 0 9655480 286/286 F 104,800.00 ZZ 360 104,580.63 1 5.7500 611.59 80 5.5000 611.59 MCKINNEY TX 75071 1 01/27/05 00 0003854171 03 03/01/05 0.0000 0003854171 O 02/01/35 0 9655484 286/286 F 201,200.00 ZZ 360 200,768.79 1 5.6250 1158.23 80 5.3750 1158.23 PLANO TX 75025 1 01/31/05 00 0003858199 05 03/01/05 0.0000 0003858199 O 02/01/35 0 9655488 286/286 F 130,400.00 ZZ 360 130,270.18 1 6.0000 781.82 80 5.7500 781.82 LOUISVILLE KY 40205 1 02/07/05 00 0003861849 05 04/01/05 0.0000 0003861849 O 03/01/35 0 9655490 286/286 F 116,000.00 ZZ 360 115,878.88 1 5.7500 676.95 80 5.5000 676.95 MCKINNEY TX 75071 1 02/04/05 00 0003862377 03 04/01/05 0.0000 0003862377 O 03/01/35 0 9655492 286/286 F 264,000.00 ZZ 360 263,473.05 1 6.0000 1582.82 80 5.7500 1582.82 PEYTON CO 80831 1 01/26/05 00 0003862876 05 03/01/05 0.0000 0003862876 O 02/01/35 0 9655596 286/286 F 50,200.00 ZZ 360 50,097.37 1 5.8750 296.96 80 5.6250 296.96 RICHMOND VA 23234 2 01/24/05 00 0003392123 07 03/01/05 0.0000 0003392123 N 02/01/35 0 9655600 286/286 F 80,000.00 ZZ 360 79,695.42 1 6.8750 525.55 49 6.6250 525.55 SOUTH TOMS RIVNJ 08757 2 02/04/05 00 0003615168 05 03/01/05 0.0000 0003615168 N 02/01/35 0 9655618 286/286 F 80,000.00 ZZ 360 79,722.14 1 6.7500 518.88 79 6.5000 518.88 WINDER GA 30680 2 11/12/04 00 0003658450 05 01/01/05 0.0000 0003658450 N 12/01/34 0 9655630 286/286 F 117,000.00 ZZ 360 116,821.40 1 7.3750 808.09 90 7.1250 808.09 BRICK NJ 08723 1 01/26/05 11 0003686636 05 03/01/05 25.0000 0003686636 N 02/01/35 0 9655642 286/286 F 78,300.00 ZZ 360 78,091.59 1 6.6250 501.37 90 6.3750 501.37 XENIA OH 45385 2 11/24/04 11 0003714719 05 02/01/05 25.0000 0003714719 O 01/01/35 0 9655644 286/286 F 104,000.00 ZZ 360 103,867.62 1 5.5000 590.51 80 5.2500 590.51 TEMPE AZ 85282 1 02/01/05 00 0003715022 05 04/01/05 0.0000 0003715022 O 03/01/35 0 9655652 286/286 F 325,250.00 ZZ 360 324,548.23 1 6.0000 1950.04 93 5.7500 1950.04 SUFFOLK VA 23435 1 01/24/05 11 0003733041 05 03/01/05 30.0000 0003733041 O 02/01/35 0 9655656 286/286 F 218,400.00 T 360 218,066.60 1 7.3750 1508.44 80 7.1250 1508.44 SHIP BOTTOM NJ 08008 1 01/28/05 00 0003742414 05 03/01/05 0.0000 0003742414 O 02/01/35 0 9655662 286/286 F 576,750.00 ZZ 360 575,754.07 1 6.7500 3740.79 75 6.5000 3740.79 CHADDS FORD PA 19317 5 01/25/05 00 0003745006 05 03/01/05 0.0000 0003745006 O 02/01/35 0 9655680 286/286 F 83,500.00 T 360 83,355.81 1 6.7500 541.58 65 6.5000 541.58 BOILING SPRINGNC 28461 1 01/24/05 00 0003777494 05 03/01/05 0.0000 0003777494 O 02/01/35 0 9655684 286/286 F 29,600.00 ZZ 360 29,543.42 1 7.5000 206.97 80 7.2500 206.97 READING PA 19601 5 01/25/05 00 0003787280 05 03/01/05 0.0000 0003787280 N 02/01/35 0 9655688 286/286 F 325,500.00 ZZ 360 324,964.82 1 7.0000 2165.56 70 6.7500 2165.56 SEA GIRT NJ 08750 2 01/26/05 00 0003789127 05 03/01/05 0.0000 0003789127 O 02/01/35 0 9655692 286/286 F 239,600.00 ZZ 360 239,133.05 1 6.1250 1455.84 80 5.8750 1455.84 VIRGINIA BEACHVA 23454 1 01/27/05 00 0003791773 05 03/01/05 0.0000 0003791773 O 02/01/35 0 9655698 286/286 F 89,600.00 ZZ 360 89,466.58 1 7.5000 626.50 90 7.2500 626.50 WILMINGTON DE 19805 2 01/27/05 11 0003792388 05 03/01/05 25.0000 0003792388 N 02/01/35 0 9655702 286/286 F 83,700.00 ZZ 360 83,575.37 1 7.5000 585.25 90 7.2500 585.25 WILMINGTON DE 19805 2 01/27/05 11 0003792395 05 03/01/05 25.0000 0003792395 N 02/01/35 0 9655706 286/286 F 160,500.00 ZZ 360 160,236.09 1 7.0000 1067.82 78 6.7500 1067.82 CATONSVILLE MD 21228 2 01/26/05 00 0003794575 05 03/01/05 0.0000 0003794575 O 02/01/35 0 9655708 286/286 F 111,050.00 ZZ 360 110,828.33 1 6.0000 665.81 43 5.7500 665.81 GAITHERSBURG MD 20878 5 01/31/05 00 0003795105 07 03/01/05 0.0000 0003795105 N 02/01/35 0 9655710 286/286 F 570,000.00 ZZ 360 567,713.16 4 6.0000 3417.44 66 5.7500 3417.44 CHICAGO IL 60647 2 11/17/04 00 0003795403 05 01/01/05 0.0000 0003795403 N 12/01/34 0 9655714 286/286 F 90,000.00 ZZ 360 89,832.82 1 6.3750 561.49 90 6.1250 561.49 NORFOLK VA 23509 1 01/24/05 11 0003797953 05 03/01/05 25.0000 0003797953 N 02/01/35 0 9655718 286/286 F 115,000.00 ZZ 360 114,828.77 1 7.5000 804.10 75 7.2500 804.10 CINCINNATI OH 45227 5 01/19/05 00 0003798174 05 03/01/05 0.0000 0003798174 O 02/01/35 0 9655720 286/286 F 56,000.00 ZZ 360 55,898.47 1 6.5000 353.96 80 6.2500 353.96 NEW CARROLTON MD 20784 5 01/28/05 00 0003798438 01 03/01/05 0.0000 0003798438 N 02/01/35 0 9655726 286/286 F 111,150.00 ZZ 360 110,937.33 1 6.7500 720.92 95 6.5000 720.92 PEORIA IL 61614 1 01/28/05 01 0003798593 05 03/01/05 30.0000 0003798593 O 02/01/35 0 9655738 286/286 F 96,800.00 TX 360 96,611.34 1 6.1250 588.17 79 5.8750 588.17 DEER PARK TX 77536 5 01/24/05 00 0003802200 05 03/01/05 0.0000 0003802200 N 02/01/35 0 9655746 286/286 F 208,000.00 ZZ 360 207,640.81 1 6.7500 1349.09 85 6.5000 1349.09 SHADY SIDE MD 20764 5 01/20/05 14 0003804044 05 03/01/05 12.0000 0003804044 O 02/01/35 0 9655758 286/286 F 60,000.00 ZZ 360 59,893.83 1 6.6250 384.19 32 6.3750 384.19 WARDSBORO VT 05360 1 01/25/05 00 0003806848 05 03/01/05 0.0000 0003806848 O 02/01/35 0 9655760 286/286 F 174,000.00 ZZ 360 173,727.70 1 7.2500 1186.99 80 7.0000 1186.99 TUCSON AZ 85743 1 01/24/05 00 0003806899 03 03/01/05 0.0000 0003806899 O 02/01/35 0 9655764 286/286 F 274,500.00 ZZ 360 274,014.28 1 6.6250 1757.66 52 6.3750 1757.66 VIRGINIA BEACHVA 23457 5 01/28/05 00 0003809942 05 03/01/05 0.0000 0003809942 N 02/01/35 0 9655766 286/286 F 188,800.00 ZZ 360 188,423.14 1 6.0000 1131.96 80 5.7500 1131.96 PROVIDENCE RI 02908 1 01/28/05 00 0003810076 05 03/01/05 0.0000 0003810076 O 02/01/35 0 9655768 286/286 F 260,000.00 ZZ 360 259,468.53 3 5.8750 1538.00 60 5.6250 1538.00 CHICAGO IL 60612 5 01/19/05 00 0003810905 05 03/01/05 0.0000 0003810905 O 02/01/35 0 9655772 286/286 F 292,000.00 ZZ 360 291,354.06 4 6.2500 1797.90 80 6.0000 1797.90 NEWARK NJ 07106 2 01/28/05 00 0003812831 05 03/01/05 0.0000 0003812831 O 02/01/35 0 9655776 286/286 F 90,015.00 ZZ 360 89,855.72 1 6.6250 576.38 85 6.3750 576.38 NORFOLK VA 23518 1 01/26/05 11 0003813667 01 03/01/05 20.0000 0003813667 N 02/01/35 0 9655778 286/286 F 85,400.00 ZZ 360 85,263.00 1 7.1250 575.36 35 6.8750 575.36 LEDYARD CT 06335 1 01/28/05 00 0003814056 05 03/01/05 0.0000 0003814056 O 02/01/35 0 9655792 286/286 F 75,000.00 T 360 74,885.51 1 7.3750 518.01 33 7.1250 518.01 STAFFORD NJ 08050 5 01/27/05 00 0003815831 05 03/01/05 0.0000 0003815831 O 02/01/35 0 9655796 286/286 F 97,500.00 ZZ 360 97,413.97 1 6.6250 624.31 75 6.3750 624.31 HARTVILLE OH 44632 5 02/07/05 00 0003817609 05 04/01/05 0.0000 0003817609 N 03/01/35 0 9655806 286/286 F 125,000.00 ZZ 360 124,744.48 1 5.8750 739.43 63 5.6250 739.43 SUNRISE FL 33313 5 01/20/05 00 0003821274 05 03/01/05 0.0000 0003821274 O 02/01/35 0 9655810 286/286 F 58,500.00 ZZ 360 58,350.35 1 7.3750 404.05 75 7.1250 404.05 MACON GA 31204 2 12/30/04 00 0003821455 05 02/01/05 0.0000 0003821455 N 01/01/35 0 9655816 286/286 F 123,900.00 ZZ 360 123,655.89 1 6.1250 752.83 80 5.8750 752.83 HOLLAND MI 49424 1 01/31/05 00 0003822418 05 03/01/05 0.0000 0003822418 O 02/01/35 0 9655818 286/286 F 209,000.00 ZZ 360 208,613.75 1 6.5000 1321.03 95 6.2500 1321.03 KETTERING OH 45419 1 01/27/05 01 0003822695 05 03/01/05 30.0000 0003822695 O 02/01/35 0 9655822 286/286 F 304,000.00 ZZ 360 303,419.95 2 7.2500 2073.82 80 7.0000 2073.82 LYNWOOD CA 90262 2 01/20/05 00 0003824430 05 03/01/05 0.0000 0003824430 O 02/01/35 0 9655826 286/286 F 244,000.00 ZZ 360 243,312.47 1 6.0000 1462.91 80 5.7500 1462.91 SPRINGFIELD IL 62712 1 01/28/05 00 0003825530 05 03/01/05 0.0000 0003825530 O 02/01/35 0 9655832 286/286 F 58,000.00 ZZ 360 57,911.45 1 7.3750 400.60 73 7.1250 400.60 COLUMBUS OH 43221 5 01/26/05 00 0003825953 01 03/01/05 0.0000 0003825953 O 02/01/35 0 9655842 286/286 F 256,000.00 ZZ 360 255,589.34 1 7.1250 1724.72 80 6.8750 1724.72 PORTLAND OR 97215 1 01/21/05 00 0003829316 05 03/01/05 0.0000 0003829316 O 02/01/35 0 9655844 286/286 F 244,000.00 ZZ 360 243,557.64 1 6.5000 1542.25 80 6.2500 1542.25 RED LION PA 17356 5 01/24/05 00 0003829426 05 03/01/05 0.0000 0003829426 O 02/01/35 0 9655846 286/286 F 94,000.00 ZZ 360 93,849.21 1 7.1250 633.30 68 6.8750 633.30 ALLEN PARK MI 48101 5 01/25/05 00 0003829481 05 03/01/05 0.0000 0003829481 O 02/01/35 0 9655848 286/286 F 420,000.00 ZZ 360 419,274.73 1 6.7500 2724.12 75 6.5000 2724.12 GREENVILLE SC 29615 5 01/31/05 00 0003829680 05 03/01/05 0.0000 0003829680 O 02/01/35 0 9655854 286/286 F 472,000.00 ZZ 360 471,027.72 1 6.1250 2867.93 80 5.8750 2867.93 NEWPORT NEWS VA 23602 1 02/01/05 00 0003830798 05 03/01/05 0.0000 0003830798 O 02/01/35 0 9655856 286/286 F 192,000.00 ZZ 360 191,692.01 1 7.1250 1293.54 62 6.8750 1293.54 PARADISE CA 95969 5 01/25/05 00 0003830974 05 03/01/05 0.0000 0003830974 O 02/01/35 0 9655862 286/286 F 72,360.00 ZZ 360 72,238.05 1 6.8750 475.36 86 6.6250 475.36 DAYTON OH 45417 5 01/13/05 12 0003834071 05 03/01/05 25.0000 0003834071 O 02/01/35 0 9655870 286/286 F 90,320.00 ZZ 360 90,148.15 1 6.2500 556.12 80 6.0000 556.12 MAHOMET IL 61853 1 01/28/05 00 0003834519 05 03/01/05 0.0000 0003834519 N 02/01/35 0 9655880 286/286 F 168,000.00 T 360 167,737.09 1 7.2500 1146.06 80 7.0000 1146.06 MOKELUMNE HILLCA 95245 1 01/13/05 00 0003834926 05 03/01/05 0.0000 0003834926 O 02/01/35 0 9655890 286/286 F 85,500.00 ZZ 360 85,433.29 1 7.2500 583.27 62 7.0000 583.27 LOVES PARK IL 61111 5 02/03/05 00 0003837381 05 04/01/05 0.0000 0003837381 O 03/01/35 0 9655894 286/286 F 252,000.00 ZZ 360 251,643.13 3 7.7500 1805.36 80 7.5000 1805.36 NEWARK NJ 07103 1 01/25/05 00 0003837438 05 03/01/05 0.0000 0003837438 N 02/01/35 0 9655902 286/286 F 131,200.00 ZZ 360 130,944.31 1 6.1250 797.19 80 5.8750 797.19 BENTON LA 71006 5 01/26/05 00 0003837661 05 03/01/05 0.0000 0003837661 O 02/01/35 0 9655908 286/286 F 58,500.00 ZZ 360 58,419.21 4 7.8750 424.17 90 7.6250 424.17 GREENSFORK IN 47345 1 02/01/05 11 0003838494 05 03/01/05 25.0000 0003838494 N 02/01/35 0 9655916 286/286 F 260,000.00 ZZ 360 259,601.50 1 7.3750 1795.76 80 7.1250 1795.76 ELLINGTON CT 06029 1 01/28/05 00 0003840446 05 03/01/05 0.0000 0003840446 O 02/01/35 0 9655930 286/286 F 238,000.00 ZZ 360 237,589.01 1 6.7500 1543.67 70 6.5000 1543.67 PORTLAND OR 97212 5 01/25/05 00 0003843933 05 03/01/05 0.0000 0003843933 O 02/01/35 0 9655940 286/286 F 396,000.00 ZZ 360 395,299.29 1 6.6250 2535.64 80 6.3750 2535.64 PLAYA DEL REY CA 90293 2 01/25/05 00 0003844927 01 03/01/05 0.0000 0003844927 O 02/01/35 0 9655942 286/286 F 254,700.00 ZZ 360 254,226.93 1 6.3750 1589.00 90 6.1250 1589.00 PORTER TX 77365 2 02/03/05 11 0003845139 03 03/01/05 25.0000 0003845139 O 02/01/35 0 9655950 286/286 F 156,150.00 ZZ 360 155,850.96 1 7.1250 1052.02 87 6.8750 1052.02 PORTLAND IN 47371 1 01/26/05 01 0003846117 05 03/01/05 25.0000 0003846117 O 02/01/35 0 9655952 286/286 F 251,750.00 ZZ 360 251,522.41 1 6.5000 1591.24 95 6.2500 1591.24 AVENTURA FL 33180 1 02/03/05 11 0003846238 01 04/01/05 30.0000 0003846238 O 03/01/35 0 9655958 286/286 F 210,000.00 ZZ 360 209,560.43 1 5.7500 1225.51 54 5.5000 1225.51 OVERLAND PARK KS 66221 1 01/31/05 00 0003846433 09 03/01/05 0.0000 0003846433 O 02/01/35 0 9655962 286/286 F 180,000.00 ZZ 360 179,623.22 1 5.7500 1050.44 80 5.5000 1050.44 ORANGE NJ 07050 1 01/31/05 00 0003846829 05 03/01/05 0.0000 0003846829 O 02/01/35 0 9655966 286/286 F 488,000.00 ZZ 360 487,048.96 1 6.1250 2965.14 80 5.8750 2965.14 DRAPER UT 84020 1 01/27/05 00 0003849106 05 03/01/05 0.0000 0003849106 O 02/01/35 0 9655976 286/286 F 76,000.00 ZZ 360 75,927.88 1 6.2500 467.95 80 6.0000 467.95 LANDOVER MD 20785 1 02/04/05 00 0003851291 01 04/01/05 0.0000 0003851291 N 03/01/35 0 9655978 286/286 F 88,000.00 ZZ 360 87,910.27 1 5.8750 520.56 80 5.6250 520.56 TIGARD OR 97223 2 01/31/05 00 0003851514 01 04/01/05 0.0000 0003851514 O 03/01/35 0 9655986 286/286 F 88,500.00 ZZ 360 88,364.90 1 7.3750 611.25 75 7.1250 611.25 SAINT LOUIS MO 63118 5 01/31/05 00 0003855100 05 03/01/05 0.0000 0003855100 N 02/01/35 0 9655992 286/286 F 228,000.00 ZZ 360 227,773.02 1 6.0000 1366.98 80 5.7500 1366.98 WESTWOOD KS 66205 1 02/02/05 00 0003860183 03 04/01/05 0.0000 0003860183 O 03/01/35 0 9655994 286/286 F 328,000.00 ZZ 360 327,405.35 1 6.5000 2073.19 80 6.2500 2073.19 CENTREVILLE VA 20121 1 01/28/05 00 0003860515 09 03/01/05 0.0000 0003860515 O 02/01/35 0 9655996 286/286 F 324,000.00 ZZ 360 323,721.04 2 6.7500 2101.46 90 6.5000 2101.46 NEW BRUNSWICK NJ 08901 1 02/07/05 11 0003860785 05 04/01/05 25.0000 0003860785 N 03/01/35 0 9656000 286/286 F 105,300.00 ZZ 360 105,217.85 3 7.2500 718.34 90 7.0000 718.34 SPRINGFIELD MA 01109 1 02/09/05 11 0003861240 05 04/01/05 25.0000 0003861240 N 03/01/35 0 9656002 286/286 F 45,000.00 ZZ 360 44,963.11 1 7.0000 299.39 75 6.7500 299.39 OMAHA NE 68111 5 02/02/05 00 0003861597 05 04/01/05 0.0000 0003861597 N 03/01/35 0 9656006 286/286 F 75,000.00 ZZ 360 74,933.82 1 6.6250 480.24 46 6.3750 480.24 PROVO UT 84606 1 02/01/05 00 0003861669 05 04/01/05 0.0000 0003861669 O 03/01/35 0 9656008 286/286 F 91,200.00 ZZ 360 91,030.61 1 6.3750 568.97 80 6.1250 568.97 NEW BRIGHTON PA 15066 1 01/31/05 00 0003864368 05 03/01/05 0.0000 0003864368 O 02/01/35 0 9656010 286/286 F 228,000.00 ZZ 360 227,594.88 2 7.7500 1633.43 80 7.5000 1633.43 EAST ORANGE NJ 07018 1 02/01/05 00 0003866656 05 03/01/05 0.0000 0003866656 N 02/01/35 0 9656016 286/286 F 252,000.00 ZZ 360 251,822.14 3 7.7500 1805.36 80 7.5000 1805.36 NEWARK NJ 07108 1 02/04/05 00 0003878059 05 04/01/05 0.0000 0003878059 N 03/01/35 0 9656098 286/286 F 330,000.00 ZZ 360 328,936.65 1 5.6250 1899.67 77 5.3750 1899.67 TORRANCE CA 90502 1 12/07/04 00 0003783944 01 02/01/05 0.0000 0003783944 O 01/01/35 0 9656100 286/286 F 90,000.00 ZZ 360 89,828.76 1 6.2500 554.15 42 6.0000 554.15 KAILUA-KONA HI 96740 5 01/19/05 00 0003784026 01 03/01/05 0.0000 0003784026 O 02/01/35 0 9656104 286/286 F 255,000.00 T 360 254,466.24 1 5.7500 1488.12 68 5.5000 1488.12 FORT MYERS FL 33908 1 01/28/05 00 0003785619 03 03/01/05 0.0000 0003785619 O 02/01/35 0 9656106 286/286 F 336,500.00 ZZ 360 335,843.82 1 6.1250 2044.61 70 5.8750 2044.61 MOUNT SHASTA CA 96067 1 01/26/05 00 0003786095 05 03/01/05 0.0000 0003786095 O 02/01/35 0 9656120 286/286 F 101,360.00 ZZ 360 101,152.80 1 5.8750 599.59 80 5.6250 599.59 N RIDGEVILLE OH 44039 1 01/27/05 00 0003788856 05 03/01/05 0.0000 0003788856 O 02/01/35 0 9656130 286/286 F 350,000.00 ZZ 360 349,267.39 1 5.7500 2042.51 70 5.5000 2042.51 BETHESDA MD 20814 5 01/06/05 00 0003791000 05 03/01/05 0.0000 0003791000 O 02/01/35 0 9656132 286/286 F 75,000.00 ZZ 360 74,843.02 1 5.7500 437.68 33 5.5000 437.68 KOOSKIA ID 83539 2 01/24/05 00 0003791603 05 03/01/05 0.0000 0003791603 O 02/01/35 0 9656136 286/286 F 94,875.00 TX 360 94,702.99 1 6.5000 599.68 75 6.2500 599.68 HOUSTON TX 77083 5 01/14/05 00 0003792773 03 03/01/05 0.0000 0003792773 N 02/01/35 0 9656140 286/286 F 160,000.00 ZZ 360 159,680.62 1 6.0000 959.29 36 5.7500 959.29 SAN DIEGO CA 92102 5 01/19/05 00 0003794332 05 03/01/05 0.0000 0003794332 N 02/01/35 0 9656144 286/286 F 220,000.00 ZZ 360 219,571.25 1 6.1250 1336.75 80 5.8750 1336.75 TERRA BELLA CA 93270 2 01/26/05 00 0003795882 05 03/01/05 0.0000 0003795882 O 02/01/35 0 9656148 286/286 F 250,000.00 ZZ 360 249,488.97 1 5.8750 1478.85 60 5.6250 1478.85 PRARIE VIEW IL 60069 2 01/20/05 00 0003796357 05 03/01/05 0.0000 0003796357 O 02/01/35 0 9656150 286/286 F 293,700.00 ZZ 360 293,205.08 1 6.8750 1929.41 74 6.6250 1929.41 RANCHO SANTA MCA 92688 2 01/14/05 00 0003796369 01 03/01/05 0.0000 0003796369 O 02/01/35 0 9656152 286/286 F 314,400.00 ZZ 360 313,801.81 1 6.2500 1935.82 80 6.0000 1935.82 REHOBOTH MA 02769 1 01/28/05 00 0003796629 05 03/01/05 0.0000 0003796629 O 02/01/35 0 9656162 286/286 F 340,000.00 ZZ 360 339,288.34 3 5.7500 1984.15 57 5.5000 1984.15 JAMAICA PLAIN MA 02130 5 01/20/05 00 0003800753 05 03/01/05 0.0000 0003800753 O 02/01/35 0 9656164 286/286 F 60,800.00 ZZ 360 60,695.01 1 6.7500 394.35 80 6.5000 394.35 BALTIMORE MD 21211 1 02/03/05 00 0003800900 07 03/01/05 0.0000 0003800900 N 02/01/35 0 9656168 286/286 F 132,316.00 ZZ 360 132,045.54 1 5.8750 782.70 95 5.6250 782.70 ROCKY POINT NC 28457 1 01/28/05 01 0003801352 05 03/01/05 30.0000 0003801352 O 02/01/35 0 9656178 286/286 F 238,000.00 ZZ 360 237,445.48 1 5.5000 1351.34 67 5.2500 1351.34 VAN NUYS CA 91405 5 01/28/05 00 0003803075 05 03/01/05 0.0000 0003803075 O 02/01/35 0 9656180 286/286 F 310,000.00 ZZ 360 309,366.33 1 5.8750 1833.77 80 5.6250 1833.77 LUTHERVILLE TIMD 21093 5 01/24/05 00 0003803152 05 03/01/05 0.0000 0003803152 O 02/01/35 0 9656186 286/286 F 400,000.00 ZZ 360 399,592.17 2 5.8750 2366.16 67 5.6250 2366.16 VENTNOR NJ 08406 5 02/02/05 00 0003804571 05 04/01/05 0.0000 0003804571 O 03/01/35 0 9656188 286/286 F 200,000.00 ZZ 360 199,528.26 1 5.3750 1119.95 62 5.1250 1119.95 BRENTWOOD NY 11717 5 01/19/05 00 0003805201 05 03/01/05 0.0000 0003805201 O 02/01/35 0 9656192 286/286 F 280,000.00 T 300 279,189.88 1 6.0000 1804.05 62 5.7500 1804.05 RANCHO MIRAGE CA 92270 2 01/13/05 00 0003805701 01 03/01/05 0.0000 0003805701 O 02/01/30 0 9656196 286/286 F 163,700.00 ZZ 360 163,355.99 1 5.7500 955.31 90 5.5000 955.31 HUGO MN 55038 1 01/28/05 01 0003806833 01 03/01/05 25.0000 0003806833 O 02/01/35 0 9656198 286/286 F 189,000.00 ZZ 360 188,657.35 1 6.5000 1194.61 90 6.2500 1194.61 KEANSBURG NJ 07734 1 01/27/05 01 0003807330 05 03/01/05 25.0000 0003807330 O 02/01/35 0 9656200 286/286 F 156,000.00 ZZ 360 155,702.69 1 6.2500 960.52 65 6.0000 960.52 EUREKA CA 95503 5 01/14/05 00 0003808117 05 03/01/05 0.0000 0003808117 N 02/01/35 0 9656204 286/286 F 144,400.00 ZZ 360 144,125.25 1 6.2500 889.10 95 6.0000 889.10 MIAMI FL 33143 1 01/25/05 11 0003808640 01 03/01/05 30.0000 0003808640 O 02/01/35 0 9656206 286/286 F 140,400.00 ZZ 360 140,106.12 1 5.7500 819.34 90 5.5000 819.34 TUCSON AZ 85719 1 01/19/05 11 0003809115 05 03/01/05 25.0000 0003809115 O 02/01/35 0 9656214 286/286 F 349,200.00 ZZ 360 348,551.42 1 6.3750 2178.56 80 6.1250 2178.56 SUFFOLK VA 23434 1 02/02/05 00 0003809695 03 03/01/05 0.0000 0003809695 O 02/01/35 0 9656216 286/286 F 379,200.00 ZZ 360 378,443.11 2 6.0000 2273.50 80 5.7500 2273.50 BRONX NY 10469 1 01/31/05 00 0003810393 05 03/01/05 0.0000 0003810393 O 02/01/35 0 9656238 286/286 F 252,000.00 ZZ 360 251,484.88 1 5.8750 1490.68 70 5.6250 1490.68 ROCKY RIVER OH 44116 5 01/21/05 00 0003813408 05 03/01/05 0.0000 0003813408 O 02/01/35 0 9656240 286/286 F 356,250.00 ZZ 360 355,468.34 1 5.5000 2022.75 75 5.2500 2022.75 GARDEN GROVE CA 92840 1 01/14/05 00 0003814078 05 03/01/05 0.0000 0003814078 O 02/01/35 0 9656244 286/286 F 170,000.00 ZZ 360 169,660.67 1 6.0000 1019.24 61 5.7500 1019.24 COMPTON CA 90221 5 01/19/05 00 0003814906 05 03/01/05 0.0000 0003814906 O 02/01/35 0 9656246 286/286 F 123,900.00 ZZ 360 122,844.77 1 5.8750 732.92 70 5.6250 732.92 CALIFORNIA CITCA 93505 5 01/27/05 00 0003815372 05 03/01/05 0.0000 0003815372 O 02/01/35 0 9656250 286/286 F 145,000.00 ZZ 360 144,696.48 1 5.7500 846.19 58 5.5000 846.19 ORLANDO FL 32819 5 01/31/05 00 0003816032 03 03/01/05 0.0000 0003816032 O 02/01/35 0 9656254 286/286 F 256,000.00 ZZ 360 255,464.16 1 5.7500 1493.95 80 5.5000 1493.95 SAN JOSE CA 95132 1 01/04/05 00 0003817086 03 03/01/05 0.0000 0003817086 O 02/01/35 0 9656256 286/286 F 333,000.00 ZZ 360 332,424.96 1 6.7500 2159.84 51 6.5000 2159.84 PLACENTIA CA 92870 2 01/21/05 00 0003817172 05 03/01/05 0.0000 0003817172 O 02/01/35 0 9656258 286/286 F 147,155.00 ZZ 360 146,888.22 1 6.5000 930.12 95 6.2500 930.12 CHICAGO IL 60625 1 01/21/05 12 0003817188 01 03/01/05 30.0000 0003817188 O 02/01/35 0 9656272 286/286 F 249,000.00 ZZ 360 248,491.02 1 5.8750 1472.93 59 5.6250 1472.93 SAN DIEGO CA 92131 2 01/14/05 00 0003819473 01 03/01/05 0.0000 0003819473 O 02/01/35 0 9656276 286/286 F 228,380.00 ZZ 360 227,995.16 1 6.8750 1500.30 65 6.6250 1500.30 PARAMOUNT CA 90723 2 01/18/05 00 0003819555 05 03/01/05 0.0000 0003819555 O 02/01/35 0 9656278 286/286 F 127,800.00 ZZ 360 127,519.58 1 5.5000 725.64 90 5.2500 725.64 KEAAU HI 96749 1 01/27/05 11 0003819594 05 03/01/05 25.0000 0003819594 N 02/01/35 0 9656280 286/286 F 231,200.00 ZZ 360 230,738.51 1 6.0000 1386.17 80 5.7500 1386.17 CHICAGO IL 60611 1 01/31/05 00 0003820296 01 03/01/05 0.0000 0003820296 O 02/01/35 0 9656282 286/286 F 303,000.00 ZZ 360 302,380.64 1 5.8750 1792.36 64 5.6250 1792.36 CHANDLER AZ 85224 5 01/24/05 00 0003820320 05 03/01/05 0.0000 0003820320 O 02/01/35 0 9656288 286/286 F 291,000.00 ZZ 360 290,081.72 1 5.8750 1721.38 72 5.6250 1721.38 BALDWIN PARK CA 91706 5 12/15/04 00 0003821036 05 02/01/05 0.0000 0003821036 O 01/01/35 0 9656294 286/286 F 164,500.00 ZZ 360 164,029.29 2 6.2500 1012.86 70 6.0000 1012.86 CLEARLAKE CA 95422 5 12/01/04 00 0003821253 05 02/01/05 0.0000 0003821253 N 01/01/35 0 9656302 286/286 F 175,000.00 ZZ 360 174,667.03 1 6.2500 1077.51 71 6.0000 1077.51 SAINT LOUIS MO 63128 5 01/28/05 00 0003822098 05 03/01/05 0.0000 0003822098 O 02/01/35 0 9656316 286/286 F 139,875.00 TX 360 139,511.67 1 6.7500 907.23 75 6.5000 907.23 DALLAS TX 75204 5 01/06/05 00 0003823154 01 02/01/05 0.0000 0003823154 N 01/01/35 0 9656318 286/286 F 270,000.00 T 360 269,531.29 1 6.8750 1773.71 67 6.6250 1773.71 INDIO CA 92201 5 01/21/05 00 0003823274 03 03/01/05 0.0000 0003823274 O 02/01/35 0 9656320 286/286 F 345,000.00 ZZ 360 344,656.55 1 6.0000 2068.45 68 5.7500 2068.45 ARLINGTON HEIGIL 60004 5 01/31/05 00 0003823299 05 04/01/05 0.0000 0003823299 O 03/01/35 0 9656328 286/286 F 317,000.00 ZZ 360 316,396.85 1 6.2500 1951.83 77 6.0000 1951.83 VANCOUVER WA 98685 2 01/18/05 00 0003823519 03 03/01/05 0.0000 0003823519 O 02/01/35 0 9656334 286/286 F 178,500.00 ZZ 360 178,117.44 1 5.6250 1027.55 48 5.3750 1027.55 PLACENTIA CA 92870 1 01/25/05 00 0003824477 01 03/01/05 0.0000 0003824477 N 02/01/35 0 9656350 286/286 F 350,000.00 ZZ 360 349,317.90 1 6.1250 2126.64 50 5.8750 2126.64 (LA PUENTE ARECA 91748 5 01/14/05 00 0003826450 05 03/01/05 0.0000 0003826450 O 02/01/35 0 9656354 286/286 F 148,400.00 ZZ 360 148,103.78 1 6.0000 889.74 90 5.7500 889.74 WILMINGTON NC 28401 1 01/31/05 11 0003826488 05 03/01/05 25.0000 0003826488 O 02/01/35 0 9656366 286/286 F 70,000.00 ZZ 240 69,677.87 1 5.5000 481.53 19 5.2500 481.53 HONOLULU HI 96825 1 01/25/05 00 0003826856 01 03/01/05 0.0000 0003826856 O 02/01/25 0 9656372 286/286 F 108,800.00 ZZ 360 108,597.90 1 6.3750 678.78 80 6.1250 678.78 GEORGETOWN TX 78628 2 01/24/05 00 0003828083 03 03/01/05 0.0000 0003828083 O 02/01/35 0 9656378 286/286 F 292,000.00 ZZ 360 291,457.64 2 6.3750 1821.71 80 6.1250 1821.71 CHICAGO IL 60625 1 01/31/05 00 0003828530 05 03/01/05 0.0000 0003828530 O 02/01/35 0 9656380 286/286 F 272,500.00 ZZ 360 272,029.44 1 6.7500 1767.43 61 6.5000 1767.43 SANTA CLARITA CA 91351 2 01/24/05 00 0003828907 05 03/01/05 0.0000 0003828907 O 02/01/35 0 9656382 286/286 F 77,000.00 ZZ 360 76,779.66 1 6.2500 474.11 77 6.0000 474.11 CORCORAN CA 93212 5 12/27/04 00 0003828984 05 02/01/05 0.0000 0003828984 O 01/01/35 0 9656386 286/286 F 359,650.00 ZZ 360 358,914.84 1 5.8750 2127.47 74 5.6250 2127.47 SALINAS CA 93906 5 01/21/05 00 0003829790 05 03/01/05 0.0000 0003829790 N 02/01/35 0 9656390 286/286 F 308,000.00 ZZ 360 307,480.98 1 6.8750 2023.35 44 6.6250 2023.35 SANTEE CA 92071 2 01/24/05 00 0003830207 05 03/01/05 0.0000 0003830207 O 02/01/35 0 9656394 286/286 F 215,200.00 T 360 214,766.93 1 6.0000 1290.24 80 5.7500 1290.24 FINLEY CA 95435 1 01/19/05 00 0003830352 05 03/01/05 0.0000 0003830352 O 02/01/35 0 9656396 286/286 F 132,900.00 ZZ 360 132,647.00 1 6.2500 818.29 95 6.0000 818.29 WARE MA 01082 1 02/03/05 11 0003830803 05 03/01/05 30.0000 0003830803 O 02/01/35 0 9656400 286/286 F 396,000.00 ZZ 360 395,264.49 2 6.3750 2470.53 90 6.1250 2470.53 NEWPORT RI 02840 1 02/02/05 11 0003831077 05 03/01/05 25.0000 0003831077 N 02/01/35 0 9656404 286/286 F 130,000.00 ZZ 360 129,870.58 2 6.0000 779.42 25 5.7500 779.42 PASADENA CA 91114 5 01/31/05 00 0003832386 05 04/01/05 0.0000 0003832386 N 03/01/35 0 9656408 286/286 F 72,000.00 ZZ 360 71,878.67 1 6.8750 472.99 67 6.6250 472.99 PHILADELPHIA PA 19124 5 01/26/05 00 0003832969 05 03/01/05 0.0000 0003832969 N 02/01/35 0 9656410 286/286 F 40,000.00 ZZ 360 39,932.58 1 6.8750 262.78 66 6.6250 262.78 PHILADELPHIA PA 19134 5 01/26/05 00 0003832978 05 03/01/05 0.0000 0003832978 N 02/01/35 0 9656412 286/286 F 109,800.00 ZZ 360 109,600.92 1 6.5000 694.02 90 6.2500 694.02 MINNEAPOLIS MN 55401 1 01/25/05 11 0003833393 08 03/01/05 25.0000 0003833393 O 02/01/35 0 9656414 286/286 F 333,000.00 ZZ 360 332,698.96 1 6.5000 2104.79 74 6.2500 2104.79 DES PLAINES IL 60016 2 01/31/05 00 0003833430 05 04/01/05 0.0000 0003833430 O 03/01/35 0 9656434 286/286 F 156,750.00 ZZ 360 156,465.81 1 6.5000 990.77 95 6.2500 990.77 PALATINE IL 60074 1 01/28/05 12 0003851139 01 03/01/05 30.0000 0003851139 O 02/01/35 0 9656436 286/286 F 158,100.00 ZZ 360 157,806.36 1 6.3750 986.34 95 6.1250 986.34 CAPE CORAL FL 33993 1 01/28/05 01 0003852422 05 03/01/05 30.0000 0003852422 O 02/01/35 0 9656440 286/286 F 146,000.00 ZZ 360 145,694.39 1 5.7500 852.02 77 5.5000 852.02 TUCSON AZ 85712 5 01/31/05 00 0003852484 05 03/01/05 0.0000 0003852484 O 02/01/35 0 9656446 286/286 F 304,000.00 ZZ 360 303,448.87 1 6.5000 1921.49 95 6.2500 1921.49 NORRIDGE PARK IL 60706 1 01/24/05 12 0003852638 05 03/01/05 30.0000 0003852638 O 02/01/35 0 9656448 286/286 F 420,000.00 ZZ 360 419,561.49 1 5.7500 2451.01 70 5.5000 2451.01 KALAHEO HI 96741 5 01/28/05 00 0003852783 05 04/01/05 0.0000 0003852783 O 03/01/35 0 9656452 286/286 F 84,550.00 ZZ 360 84,400.38 1 6.6250 541.38 95 6.3750 541.38 NORTH MIAMI BEFL 33162 1 01/19/05 11 0003852828 01 03/01/05 30.0000 0003852828 O 02/01/35 0 9656454 286/286 F 303,240.00 ZZ 360 302,620.15 1 5.8750 1793.78 95 5.6250 1793.78 NORTH BRANCH MN 55056 2 01/24/05 11 0003853123 05 03/01/05 30.0000 0003853123 O 02/01/35 0 9656464 286/286 F 281,600.00 ZZ 360 281,037.92 1 6.0000 1688.34 71 5.7500 1688.34 MILILANI HI 96789 1 01/26/05 00 0003854975 05 03/01/05 0.0000 0003854975 O 02/01/35 0 9656466 286/286 F 116,000.00 ZZ 360 115,626.19 2 5.6250 667.77 80 5.3750 667.77 SEBASTIAN FL 32958 1 12/22/04 00 0003855061 05 02/01/05 0.0000 0003855061 N 01/01/35 0 9656468 286/286 F 73,600.00 T 360 73,379.09 1 6.0000 441.27 80 5.7500 441.27 FORT MYERS FL 33919 1 01/07/05 00 0003855065 01 02/01/05 0.0000 0003855065 O 01/01/35 0 9656470 286/286 F 180,500.00 ZZ 360 180,139.72 1 6.0000 1082.19 95 5.7500 1082.19 MIAMI FL 33183 1 02/04/05 11 0003855110 01 03/01/05 30.0000 0003855110 O 02/01/35 0 9656472 286/286 F 92,000.00 ZZ 360 91,730.35 1 6.1250 559.01 80 5.8750 559.01 OLATHE KS 66061 2 12/21/04 00 0003855116 05 02/01/05 0.0000 0003855116 O 01/01/35 0 9656474 286/286 F 355,000.00 ZZ 360 354,356.40 1 6.5000 2243.85 75 6.2500 2243.85 SALEM OR 97301 1 01/05/05 00 0003855127 05 03/01/05 0.0000 0003855127 O 02/01/35 0 9656478 286/286 F 130,000.00 ZZ 360 129,734.27 1 5.8750 769.00 75 5.6250 769.00 WADENA MN 56482 5 01/04/05 00 0003855170 05 03/01/05 0.0000 0003855170 O 02/01/35 0 9656482 286/286 F 79,300.00 ZZ 360 79,073.07 2 6.2500 488.27 66 6.0000 488.27 ALLENTOWN PA 18102 2 12/20/04 00 0003855193 05 02/01/05 0.0000 0003855193 N 01/01/35 0 9656484 286/286 F 100,000.00 ZZ 360 99,795.58 1 5.8750 591.54 48 5.6250 591.54 NAVARRE FL 32566 1 02/04/05 00 0003855220 03 03/01/05 0.0000 0003855220 O 02/01/35 0 9656496 286/286 F 75,000.00 ZZ 360 74,864.01 1 6.5000 474.06 75 6.2500 474.06 ALBUQUERQUE NM 87106 5 01/28/05 00 0003856424 05 03/01/05 0.0000 0003856424 N 02/01/35 0 9656500 286/286 F 274,050.00 ZZ 360 273,576.75 1 6.7500 1777.49 95 6.5000 1777.49 NEW FREEDOM PA 17349 1 01/26/05 01 0003857564 05 03/01/05 30.0000 0003857564 O 02/01/35 0 9656504 286/286 F 295,150.00 ZZ 360 294,221.08 1 5.7500 1722.42 65 5.5000 1722.42 SEATTLE WA 98103 5 12/24/04 00 0003857826 05 02/01/05 0.0000 0003857826 O 01/01/35 0 9656506 286/286 F 83,750.00 ZZ 360 83,594.43 1 6.3750 522.50 50 6.1250 522.50 RICHMOND HEIGHMO 63117 2 01/31/05 00 0003857963 05 03/01/05 0.0000 0003857963 N 02/01/35 0 9656508 286/286 F 205,000.00 ZZ 360 204,637.26 1 6.6250 1312.64 70 6.3750 1312.64 MINNEAPOLIS MN 55414 5 01/28/05 00 0003858043 05 03/01/05 0.0000 0003858043 N 02/01/35 0 9656510 286/286 F 85,200.00 ZZ 360 85,041.76 1 6.3750 531.54 52 6.1250 531.54 RICHMOND HEIGHMO 63117 2 01/31/05 00 0003858051 05 03/01/05 0.0000 0003858051 N 02/01/35 0 9656514 286/286 F 171,760.00 ZZ 360 171,440.99 1 6.3750 1071.56 95 6.1250 1071.56 BLOOMFIELD NM 87413 1 01/31/05 11 0003858206 05 03/01/05 30.0000 0003858206 O 02/01/35 0 9656516 286/286 F 230,000.00 ZZ 360 229,776.45 1 6.1250 1397.51 78 5.8750 1397.51 VIRGINIA BEACHVA 23454 5 01/31/05 00 0003858286 05 04/01/05 0.0000 0003858286 O 03/01/35 0 9656518 286/286 F 339,500.00 ZZ 360 338,789.38 1 5.7500 1981.23 80 5.5000 1981.23 SALIDA CA 95368 5 01/27/05 00 0003858315 05 03/01/05 0.0000 0003858315 O 02/01/35 0 9656520 286/286 F 285,000.00 ZZ 360 284,483.30 1 6.5000 1801.40 95 6.2500 1801.40 PERRIS CA 92570 1 01/26/05 14 0003859461 05 03/01/05 30.0000 0003859461 O 02/01/35 0 9656522 286/286 F 325,000.00 ZZ 360 324,720.18 1 6.7500 2107.95 50 6.5000 2107.95 CHICAGO IL 60610 5 02/02/05 00 0003861420 01 04/01/05 0.0000 0003861420 O 03/01/35 0 9656524 286/286 F 254,800.00 ZZ 360 254,558.23 1 6.2500 1568.85 80 6.0000 1568.85 LAS VEGAS NV 89108 1 02/03/05 00 0003861461 05 04/01/05 0.0000 0003861461 N 03/01/35 0 9656540 286/286 F 122,550.00 ZZ 360 122,305.39 1 6.0000 734.75 95 5.7500 734.75 DREXEL HILL PA 19026 1 02/02/05 11 0003864364 05 03/01/05 30.0000 0003864364 O 02/01/35 0 9656542 286/286 F 82,000.00 ZZ 360 81,910.24 1 5.5000 465.59 56 5.2500 465.59 LOUISVILLE KY 40222 5 02/01/05 00 0003873183 05 04/01/05 0.0000 0003873183 O 03/01/35 0 9656666 286/286 F 208,000.00 ZZ 360 207,574.83 1 5.8750 1230.40 80 5.6250 1230.40 ODENTON MD 21113 1 01/28/05 00 0003377076 01 03/01/05 0.0000 0003377076 O 02/01/35 0 9656668 286/286 F 101,600.00 ZZ 360 101,406.19 1 6.3750 633.86 80 6.1250 633.86 DOVER PA 17315 1 02/04/05 00 0003377302 05 03/01/05 0.0000 0003377302 O 02/01/35 0 9656672 286/286 F 65,600.00 ZZ 360 65,462.80 1 6.0000 393.31 80 5.7500 393.31 CATHLAMET WA 98612 1 01/14/05 00 0003648996 05 03/01/05 0.0000 0003648996 O 02/01/35 0 9656678 286/286 F 60,800.00 ZZ 360 60,678.64 1 6.0000 364.53 80 5.7500 364.53 KETTERING OH 45420 1 01/27/05 00 0003692648 05 03/01/05 0.0000 0003692648 O 02/01/35 0 9656682 286/286 F 310,000.00 ZZ 360 309,683.94 1 5.8750 1833.77 80 5.6250 1833.77 ENGLEWOOD CO 80111 1 02/04/05 00 0003736235 03 04/01/05 0.0000 0003736235 O 03/01/35 0 9656686 286/286 F 53,520.00 ZZ 360 53,407.97 1 5.7500 312.33 80 5.5000 312.33 BALTIMORE MD 21229 1 02/02/05 00 0003747189 07 03/01/05 0.0000 0003747189 O 02/01/35 0 9656696 286/286 F 97,500.00 ZZ 360 97,221.00 1 6.2500 600.33 80 6.0000 600.33 WACO TX 76712 1 12/10/04 00 0003767223 05 02/01/05 0.0000 0003767223 O 01/01/35 0 9656698 286/286 F 140,000.00 ZZ 360 139,559.37 1 5.7500 817.01 80 5.5000 817.01 TEMPLE TX 76502 1 12/06/04 00 0003768301 05 02/01/05 0.0000 0003768301 O 01/01/35 0 9656704 286/286 F 316,000.00 ZZ 360 315,138.33 1 6.5000 1997.34 80 6.2500 1997.34 FALLS CHURCH VA 22043 1 12/10/04 00 0003772804 05 02/01/05 0.0000 0003772804 O 01/01/35 0 9656708 286/286 F 225,360.00 ZZ 360 224,683.58 1 6.0000 1351.15 80 5.7500 1351.15 KATY TX 77494 1 12/30/04 00 0003776356 03 02/01/05 0.0000 0003776356 O 01/01/35 0 9656712 286/286 F 85,650.00 ZZ 360 85,564.73 1 6.0000 513.52 80 5.7500 513.52 GARLAND TX 75043 1 02/04/05 00 0003777641 03 04/01/05 0.0000 0003777641 O 03/01/35 0 9656714 286/286 F 206,350.00 ZZ 360 205,605.94 1 6.1250 1253.81 80 5.8750 1253.81 SAN ANTONIO TX 78259 1 12/30/04 00 0003778282 05 02/01/05 0.0000 0003778282 O 01/01/35 0 9656720 286/286 F 174,800.00 ZZ 360 174,234.28 1 6.1250 1062.11 80 5.8750 1062.11 GOODYEAR AZ 85338 1 12/20/04 00 0003783762 03 02/01/05 0.0000 0003783762 O 01/01/35 0 9656726 286/286 F 155,696.00 ZZ 360 155,205.98 1 5.7500 908.60 80 5.5000 908.60 NEWBERG OR 97132 1 12/20/04 00 0003784301 05 02/01/05 0.0000 0003784301 O 01/01/35 0 9656734 286/286 F 179,920.00 ZZ 360 179,593.82 1 6.5000 1137.22 80 6.2500 1137.22 ABINGDON MD 21009 1 01/31/05 00 0003790105 03 03/01/05 0.0000 0003790105 O 02/01/35 0 9656742 286/286 F 110,240.00 ZZ 360 109,816.41 1 6.1250 669.83 80 5.8750 669.83 JUSTIN TX 76247 1 12/29/04 00 0003793519 05 02/01/05 0.0000 0003793519 O 01/01/35 0 9656768 286/286 F 167,200.00 ZZ 360 166,866.09 1 6.0000 1002.45 80 5.7500 1002.45 PRAIRIE VILLAGKS 66208 1 01/28/05 00 0003798448 03 03/01/05 0.0000 0003798448 O 02/01/35 0 9656772 286/286 F 103,900.00 ZZ 360 103,791.51 1 5.7500 606.34 80 5.5000 606.34 PITTSBURGH PA 15237 1 02/04/05 00 0003802394 01 04/01/05 0.0000 0003802394 O 03/01/35 0 9656776 286/286 F 129,200.00 ZZ 360 128,920.12 1 6.0000 774.62 80 5.7500 774.62 KELSO WA 98626 1 01/24/05 00 0003803696 05 03/01/05 0.0000 0003803696 O 02/01/35 0 9656778 286/286 F 162,400.00 ZZ 360 161,845.41 1 6.1250 986.76 80 5.8750 986.76 LUBBOCK TX 79424 1 01/03/05 00 0003804739 05 03/01/05 0.0000 0003804739 O 02/01/35 0 9656780 286/286 F 180,000.00 ZZ 360 179,472.47 1 6.1250 1093.70 80 5.8750 1093.70 ROCKWALL TX 75032 1 12/21/04 00 0003804769 03 02/01/05 0.0000 0003804769 O 01/01/35 0 9656786 286/286 F 226,000.00 ZZ 360 225,538.03 1 5.8750 1336.88 80 5.6250 1336.88 PLAINVILLE MA 02762 1 01/28/05 00 0003806414 01 03/01/05 0.0000 0003806414 O 02/01/35 0 9656788 286/286 F 128,000.00 ZZ 360 127,756.46 1 6.2500 788.12 80 6.0000 788.12 GLENDALE AZ 85302 1 01/27/05 00 0003807207 03 03/01/05 0.0000 0003807207 O 02/01/35 0 9656792 286/286 F 171,668.00 ZZ 360 171,127.72 1 5.7500 1001.81 80 5.5000 1001.81 MCDONOUGH GA 30253 1 12/10/04 00 0003807894 03 02/01/05 0.0000 0003807894 O 01/01/35 0 9656794 286/286 F 183,144.00 ZZ 360 182,769.63 1 5.8750 1083.37 80 5.6250 1083.37 KNIGHTDALE NC 27545 1 01/18/05 00 0003808364 03 03/01/05 0.0000 0003808364 O 02/01/35 0 9656800 286/286 F 111,920.00 ZZ 360 111,620.26 1 5.7500 653.14 80 5.5000 653.14 HARRISBURG PA 17111 1 01/27/05 00 0003810265 07 03/01/05 0.0000 0003810265 O 02/01/35 0 9656802 286/286 F 195,200.00 ZZ 360 194,846.11 1 6.5000 1233.80 80 6.2500 1233.80 MARIETTA GA 30062 1 01/14/05 00 0003810497 05 03/01/05 0.0000 0003810497 O 02/01/35 0 9656808 286/286 F 202,400.00 ZZ 360 201,960.89 1 5.7500 1181.16 80 5.5000 1181.16 SOUTH BEND IN 46628 1 01/26/05 00 0003812936 05 03/01/05 0.0000 0003812936 O 02/01/35 0 9656814 286/286 F 103,000.00 ZZ 360 102,683.40 1 5.8750 609.29 80 5.6250 609.29 HOUSTON TX 77049 1 12/28/04 00 0003814198 03 02/01/05 0.0000 0003814198 O 01/01/35 0 9656816 286/286 F 128,718.00 ZZ 360 128,438.09 1 5.6250 740.98 80 5.3750 740.98 PEARLAND TX 77581 1 01/26/05 00 0003814802 03 03/01/05 0.0000 0003814802 O 02/01/35 0 9656818 286/286 F 257,220.00 ZZ 360 256,681.60 1 5.7500 1501.07 80 5.5000 1501.07 HOUSTON TX 77007 1 01/27/05 00 0003816386 03 03/01/05 0.0000 0003816386 O 02/01/35 0 9656820 286/286 F 94,000.00 ZZ 360 93,816.80 1 6.1250 571.16 80 5.8750 571.16 EL PASO TX 79925 1 01/28/05 00 0003817050 05 03/01/05 0.0000 0003817050 O 02/01/35 0 9659991 601/G02 F 120,000.00 ZZ 360 118,579.29 1 5.8750 709.85 74 5.6250 709.85 OMAHA NE 68116 2 10/08/04 00 0438624215 07 12/01/04 0.0000 64553357 O 11/01/34 0 9661083 X05/G02 F 375,000.00 ZZ 360 373,069.52 2 5.8750 2218.27 60 5.6250 2218.27 KAILUA HI 96734 5 10/29/04 00 0438598047 05 12/01/04 0.0000 04410027 O 11/01/34 0 9668050 956/956 F 460,000.00 ZZ 360 458,909.95 1 5.6250 2648.02 80 5.3750 2648.02 SAN JOSE CA 95125 2 01/10/05 00 114120031 09 03/01/05 0.0000 114120031 O 02/01/35 0 9668052 956/956 F 474,000.00 ZZ 360 473,031.11 1 5.8750 2803.89 65 5.6250 2803.89 SAN FRANCISCO CA 94122 5 01/19/05 00 114120054 05 03/01/05 0.0000 114120054 O 02/01/35 0 9668054 956/956 F 548,000.00 ZZ 360 547,414.15 1 5.6250 3154.60 69 5.3750 3154.60 DOWNEY CA 90240 5 02/11/05 00 215010013 05 04/01/05 0.0000 215010013 O 03/01/35 0 9668058 956/956 F 500,000.00 ZZ 360 498,953.44 1 5.7500 2917.86 67 5.5000 2917.86 SACRAMENTO CA 95831 2 02/02/05 00 314110048 03 03/01/05 0.0000 314110048 O 02/01/35 0 9668064 956/956 F 301,000.00 ZZ 360 300,036.29 1 5.7500 1756.55 56 5.5000 1756.55 SOUTH LAKE TAHCA 96150 5 01/31/05 00 315010041 05 03/01/05 0.0000 315010041 O 02/01/35 0 9668066 956/956 F 400,000.00 ZZ 360 399,582.38 1 5.7500 2334.29 64 5.5000 2334.29 TORRANCE CA 90503 1 02/08/05 00 515020004 05 04/01/05 0.0000 515020004 O 03/01/35 0 9668068 956/956 F 400,000.00 ZZ 360 399,182.37 1 5.8750 2366.15 73 5.6250 2366.15 CORONA CA 92879 5 01/25/05 00 614120014 03 03/01/05 0.0000 614120014 O 02/01/35 0 9668074 956/956 F 389,000.00 ZZ 360 388,166.33 1 5.6250 2239.30 69 5.3750 2239.30 FREMONT CA 94538 5 01/18/05 00 715010027 05 03/01/05 0.0000 715010027 O 02/01/35 0 9668082 956/956 F 412,700.00 ZZ 360 411,797.39 1 5.8750 2441.28 76 5.6250 2441.28 LOS BANOS CA 93635 1 01/20/05 00 814120072 05 03/01/05 0.0000 814120072 O 02/01/35 0 9668090 956/956 F 376,000.00 ZZ 360 375,194.18 1 5.6250 2164.47 71 5.3750 2164.47 YAKIMA WA 98908 5 01/21/05 00 1314120075 05 03/01/05 0.0000 1314120075 O 02/01/35 0 9668106 956/956 F 113,600.00 ZZ 360 113,186.80 1 5.7500 662.94 80 5.5000 662.94 WOOD VILLAGE OR 97060 5 01/25/05 00 1714120073 05 03/01/05 0.0000 1714120073 O 02/01/35 0 9668112 956/956 F 640,000.00 ZZ 360 638,660.39 1 5.7500 3734.87 74 5.5000 3734.87 YORBA LINDA CA 92886 1 01/19/05 00 1914120030 05 03/01/05 0.0000 1914120030 O 02/01/35 0 9668116 956/956 F 254,000.00 ZZ 360 253,468.33 2 5.7500 1482.28 80 5.5000 1482.28 CHICAGO IL 60638 5 01/28/05 00 2314120056 05 03/01/05 0.0000 2314120056 O 02/01/35 0 9668126 956/956 F 62,400.00 ZZ 360 62,339.35 1 6.1250 379.15 80 5.8750 379.15 COLUMBUS OH 43224 5 02/02/05 00 3315010043 05 04/01/05 0.0000 3315010043 O 03/01/35 0 9668132 956/956 F 500,000.00 ZZ 360 498,953.44 1 5.7500 2917.86 79 5.5000 2917.86 BURNSVILLE MN 55306 5 01/24/05 00 3514120062 03 03/01/05 0.0000 3514120062 O 02/01/35 0 9668134 956/956 F 296,000.00 ZZ 360 295,380.42 1 5.7500 1727.38 80 5.5000 1727.38 HENDERSON NV 89012 5 01/13/05 00 3715010026 03 03/01/05 0.0000 3715010026 O 02/01/35 0 9668138 956/956 F 300,000.00 ZZ 360 299,679.28 1 5.6250 1726.97 64 5.3750 1726.97 SPARKS NV 89436 5 02/03/05 00 3715010073 05 04/01/05 0.0000 3715010073 O 03/01/35 0 9668148 956/956 F 316,000.00 ZZ 360 315,338.58 1 5.7500 1844.09 80 5.5000 1844.09 WALDORF MD 20602 5 01/26/05 00 4415010032 03 03/01/05 0.0000 4415010032 O 02/01/35 0 9668154 956/956 F 80,000.00 ZZ 360 79,920.36 1 6.0000 479.64 29 5.7500 479.64 CAMERON PARK CA 95682 1 02/18/05 00 4515020019 09 04/01/05 0.0000 4515020019 N 03/01/35 0 9668160 956/956 F 414,400.00 ZZ 360 413,511.88 1 5.6250 2385.52 80 5.3750 2385.52 ATLANTA GA 30350 1 01/31/05 00 4615010062 03 03/01/05 0.0000 4615010062 O 02/01/35 0 9668162 956/956 F 212,500.00 ZZ 360 212,278.14 1 5.7500 1240.09 73 5.5000 1240.09 CEDARBURG WI 53012 5 02/08/05 00 4715010044 05 04/01/05 0.0000 4715010044 O 03/01/35 0 9668164 956/956 F 430,000.00 ZZ 360 429,561.60 1 5.8750 2543.61 80 5.6250 2543.61 CENTREVILLE VA 20120 5 02/03/05 00 6715010002 03 04/01/05 0.0000 6715010002 O 03/01/35 0 9670404 W98/G02 F 211,200.00 ZZ 360 211,200.00 1 6.5000 1144.00 80 6.2500 1144.00 WOODBRIDGE VA 22193 5 02/14/05 00 0439003708 05 04/01/05 0.0000 WB050202 O 03/01/35 0 9694897 E22/G02 F 475,000.00 ZZ 360 475,000.00 4 6.6250 2622.40 68 6.3750 2622.40 LOS ANGELES CA 90019 5 11/15/04 00 0422587949 05 01/01/05 0.0000 0422587949 O 12/01/34 0 9698812 X78/G02 F 140,000.00 ZZ 360 140,000.00 1 6.8750 919.70 80 6.6250 919.70 ATLANTA GA 30328 1 03/21/05 00 0439092875 05 05/01/05 0.0000 991298 N 04/01/35 0 9707341 944/G02 F 510,000.00 ZZ 360 507,904.81 1 5.8750 3016.84 69 5.6250 3016.84 FOSTER CITY CA 94404 5 11/05/04 00 0438686438 09 01/01/05 0.0000 W01789876 O 12/01/34 0 9714270 X78/G02 F 91,500.00 ZZ 360 91,500.00 1 6.1250 555.96 74 5.8750 555.96 KENNESAW GA 30152 5 03/30/05 00 0439116054 03 05/01/05 0.0000 991299 O 04/01/35 0 9714567 U05/G02 F 353,250.00 ZZ 360 351,798.76 3 5.8750 2089.61 75 5.6250 2089.61 BROOKLYN NY 11237 5 11/08/04 00 0438769390 05 01/01/05 0.0000 3000677269 O 12/01/34 0 9714909 E82/G02 F 318,900.00 ZZ 360 318,009.20 1 6.3750 1989.52 47 6.1250 1989.52 DAYTONA BEACH FL 32118 2 12/08/04 00 0401036835 05 02/01/05 0.0000 0401036835 O 01/01/35 0 9718393 Y65/G02 F 333,000.00 ZZ 360 333,000.00 4 6.8750 1907.81 52 6.6250 1907.81 LOS ANGELES CA 90026 5 11/01/04 00 0438765844 05 01/01/05 0.0000 40206270 O 12/01/34 0 9718959 E22/G02 F 240,000.00 ZZ 360 239,345.58 3 6.5000 1516.96 67 6.2500 1516.96 BRONX NY 10456 5 12/06/04 00 0422015032 05 02/01/05 0.0000 0422015032 O 01/01/35 0 9719257 975/G02 F 486,500.00 ZZ 360 484,639.09 3 6.2500 2995.46 70 6.0000 2995.46 LOS ANGELES CA 90026 5 11/18/04 00 0438745374 05 01/01/05 0.0000 2044460 O 12/01/34 0 9720257 E82/G01 F 483,200.00 ZZ 360 481,749.68 1 6.0000 2897.03 80 5.7500 2897.03 COTUIT MA 02635 5 12/06/04 00 0401037403 05 02/01/05 0.0000 0401037403 O 01/01/35 0 9722845 U05/G02 F 90,000.00 ZZ 360 89,634.55 1 6.2500 554.15 53 6.0000 554.15 MIAMI FL 33177 5 11/03/04 00 0438739898 09 01/01/05 0.0000 3000680431 O 12/01/34 0 9726547 Y65/G02 F 260,800.00 ZZ 360 259,728.57 2 5.8750 1542.73 80 5.6250 1542.73 CHICAGO IL 60647 5 11/08/04 00 0438773970 05 01/01/05 0.0000 40220603 O 12/01/34 0 9726617 Y65/G02 F 304,400.00 ZZ 360 303,235.65 1 6.2500 1874.24 80 6.0000 1874.24 LANDENBERG PA 19350 2 11/03/04 00 0438779746 05 01/01/05 0.0000 40214671 O 12/01/34 0 9726717 Y65/G02 F 91,800.00 ZZ 360 91,242.87 1 7.5000 641.88 85 7.2500 641.88 GAINESVILLE FL 32609 1 07/13/04 11 0438782278 05 09/01/04 25.0000 40177072 O 08/01/34 0 9727595 Y65/G02 F 506,400.00 ZZ 360 504,598.02 4 6.6250 3242.53 80 6.3750 3242.53 SAN DIEGO CA 92113 5 11/04/04 00 0438783771 05 01/01/05 0.0000 40217204 O 12/01/34 0 9729683 E57/G02 F 360,000.00 ZZ 360 359,018.38 2 6.5000 2275.44 80 6.2500 2275.44 HAWAIIAN GARDECA 90716 5 12/02/04 00 0438769663 05 02/01/05 0.0000 06024434 O 01/01/35 0 9730504 696/G02 F 266,550.00 ZZ 360 266,550.00 1 6.1250 1619.59 75 5.8750 1619.59 HERNDON VA 20171 1 03/29/05 00 0439111840 01 05/01/05 0.0000 24505006 O 04/01/35 0 9738627 E22/G02 F 306,000.00 ZZ 360 305,124.44 1 6.2500 1884.09 77 6.0000 1884.09 AMISSVILLE VA 20106 2 12/17/04 00 0422767707 05 02/01/05 0.0000 0422767707 O 01/01/35 0 9740659 Y28/G02 F 64,800.00 ZZ 360 64,444.10 1 7.6250 458.65 90 7.3750 458.65 GLADSTONE MI 49837 5 08/23/04 11 0438798027 05 10/01/04 25.0000 04008216 O 09/01/34 0 9741717 144/144 F 358,000.00 ZZ 360 356,925.48 1 6.0000 2146.39 75 5.7500 2146.39 POUGHKEEPSIE NY 12601 2 12/27/04 00 160735092 05 02/01/05 0.0000 160735092 O 01/01/35 0 9746055 B57/U57 F 993,750.00 ZZ 360 993,750.00 1 6.5000 5382.81 75 6.2500 5382.81 SONOMA CA 95476 5 11/24/04 00 0438795494 05 01/01/05 0.0000 16008642 O 12/01/34 0 9749283 E22/G02 F 301,750.00 ZZ 360 298,597.06 4 7.3750 2084.11 85 7.1250 2084.11 HOUSTON TX 77004 2 12/30/04 04 0422879056 05 02/01/05 20.0000 0422879056 N 01/01/35 0 9750677 E22/G02 F 318,000.00 ZZ 360 317,132.88 3 6.5000 2009.98 75 6.2500 2009.98 LYNN MA 01904 5 12/27/04 00 0422768309 05 02/01/05 0.0000 0422768309 O 01/01/35 0 9750987 E82/G02 F 84,700.00 ZZ 360 84,469.05 1 6.5000 535.36 48 6.2500 535.36 SACRAMENTO CA 95838 5 12/22/04 00 0401054549 05 02/01/05 0.0000 0401054549 O 01/01/35 0 9754445 Y17/U56 F 64,000.00 ZZ 360 63,546.59 1 6.9900 425.36 71 6.7400 425.36 LAKE HELEN FL 32744 5 12/03/04 00 0438853368 05 02/01/05 0.0000 0040882623 O 01/01/35 0 9755687 E22/U57 F 81,200.00 ZZ 360 81,041.76 1 6.1250 493.38 83 5.8750 493.38 PROVO UT 84601 2 12/28/04 04 0422921221 05 03/01/05 12.0000 0422921221 O 02/01/35 0 9757417 E22/U57 F 77,500.00 ZZ 240 77,007.75 1 6.7500 589.28 87 6.5000 589.28 LIGIONIER IN 46767 2 12/30/04 10 0422826362 05 02/01/05 25.0000 0422826362 O 01/01/25 0 9757437 E22/U57 F 57,600.00 T 360 57,439.10 1 6.3750 359.35 90 6.1250 359.35 PENSACOLA FL 32505 1 01/04/05 10 0422847731 05 02/01/05 25.0000 0422847731 O 01/01/35 0 9757467 E22/G02 F 80,000.00 ZZ 360 79,655.08 1 6.2500 492.57 18 6.0000 492.57 TOMS RIVER NJ 08753 5 12/30/04 00 0422888636 05 02/01/05 0.0000 0422888636 O 01/01/35 0 9757535 E22/U57 F 67,500.00 T 360 67,306.85 1 6.2500 415.61 90 6.0000 415.61 AVENAL CA 93204 1 12/23/04 01 0422939421 05 02/01/05 25.0000 0422939421 O 01/01/35 0 9757567 E22/U57 F 72,800.00 ZZ 360 72,610.90 1 6.7500 472.18 80 6.5000 472.18 ARDMORE OK 73401 1 01/05/05 00 0422974428 05 02/01/05 0.0000 0422974428 O 01/01/35 0 9758059 U05/G02 F 86,000.00 ZZ 360 85,709.50 1 6.3750 536.53 79 6.1250 536.53 AVONDALE AZ 85323 2 12/17/04 00 0438843450 05 02/01/05 0.0000 3000687743 O 01/01/35 0 9764443 E22/G02 F 137,750.00 ZZ 360 137,517.88 1 6.8750 904.92 95 6.6250 904.92 WALKERTON IN 46574 1 01/11/05 04 0422985929 05 03/01/05 35.0000 0422985929 O 02/01/35 0 9766359 Y69/U57 F 61,200.00 ZZ 360 61,016.30 1 6.0000 366.93 90 5.7500 366.93 CLAREMORE OK 74017 5 12/20/04 11 0438854416 05 02/01/05 25.0000 3010021344 O 01/01/35 0 9770519 N74/G02 F 52,500.00 ZZ 360 52,370.16 1 7.0000 349.28 72 6.7500 349.28 PITTSBURGH PA 15227 5 12/30/04 00 0439004854 05 02/01/05 0.0000 3300011530 N 01/01/35 0 9770569 N74/G02 F 64,600.00 ZZ 360 64,462.34 1 7.7500 462.80 95 7.5000 462.80 HICKORY NC 28601 5 12/28/04 10 0438935652 05 02/04/05 30.0000 0035678010 O 01/04/35 0 9772005 E22/G02 F 280,000.00 ZZ 360 279,492.39 1 6.5000 1769.79 80 6.2500 1769.79 BOCA RATON FL 33487 5 01/10/05 00 0422806703 09 03/01/05 0.0000 0422806703 O 02/01/35 0 9772029 E22/G02 F 256,000.00 ZZ 360 255,489.03 2 6.0000 1534.85 64 5.7500 1534.85 BRONX NY 10467 5 01/10/05 00 0422840249 05 03/01/05 0.0000 0422840249 O 02/01/35 0 9772041 E22/G02 F 87,750.00 ZZ 360 87,587.01 1 6.3750 547.45 75 6.1250 547.45 AVONDALE AZ 85323 5 01/11/05 00 0422855965 05 03/01/05 0.0000 0422855965 O 02/01/35 0 9772203 E22/U57 F 73,336.00 ZZ 360 73,212.41 1 6.8750 481.77 80 6.6250 481.77 CONROE TX 77301 1 01/14/05 00 0422968024 05 03/01/05 0.0000 0422968024 O 02/01/35 0 9772873 U85/U57 F 70,400.00 ZZ 360 70,266.07 1 6.2500 433.46 80 6.0000 433.46 MARTINSVILLE IN 46151 2 01/14/05 00 0438880197 05 03/01/05 0.0000 TQS191N O 02/01/35 0 9776759 E22/U57 F 53,125.00 ZZ 360 53,026.34 1 6.3750 331.43 85 6.1250 331.43 LAWTON OK 73501 5 01/13/05 04 0422534826 05 03/01/05 12.0000 0422534826 O 02/01/35 0 9776811 E22/U57 F 56,250.00 T 360 56,142.98 1 6.2500 346.34 90 6.0000 346.34 LAKE CITY FL 32025 1 01/19/05 10 0422828921 05 03/01/05 25.0000 0422828921 O 02/01/35 0 9777555 E22/G02 F 66,750.00 ZZ 360 66,438.57 1 7.3750 461.03 95 7.1250 461.03 MARTINSVILLE VA 24112 5 01/13/05 10 0422446773 05 03/01/05 30.0000 0422446773 O 02/01/35 0 9777589 E22/U57 F 84,800.00 ZZ 360 84,507.47 1 6.0000 508.42 80 5.7500 508.42 LAFAYETTE LA 70506 1 01/20/05 00 0422712844 05 03/01/05 0.0000 0422712844 O 02/01/35 0 9777653 E22/U57 F 480,000.00 ZZ 360 479,086.75 2 6.2500 2955.44 80 6.0000 2955.44 FULLERTON CA 92832 5 01/14/05 00 0422791152 05 03/01/05 0.0000 0422791152 O 02/01/35 0 9781375 W33/U56 F 44,100.00 ZZ 360 43,935.30 1 6.3750 275.13 67 6.1250 275.13 BLUFFTON IN 46714 5 12/14/04 00 0438883340 05 01/17/05 0.0000 046479 O 12/17/34 0 9781881 E22/U57 F 44,650.00 ZZ 360 44,581.83 1 7.3750 308.39 95 7.1250 308.39 DUNCAN OK 73533 5 01/17/05 04 0422948943 05 03/01/05 30.0000 0422948943 O 02/01/35 0 9781941 E22/U57 F 57,200.00 ZZ 360 57,091.17 1 6.2500 352.19 80 6.0000 352.19 ALTOONA PA 16601 1 01/21/05 00 0422997742 05 03/01/05 0.0000 0422997742 O 02/01/35 0 9784183 E22/U57 F 60,200.00 ZZ 360 60,093.47 1 6.6250 385.47 90 6.3750 385.47 PANAMA CITY FL 32404 5 01/24/05 10 0423040633 09 03/01/05 25.0000 0423040633 N 02/01/35 0 9784277 E82/G02 F 324,000.00 ZZ 360 323,318.32 2 6.1250 1968.66 75 5.8750 1968.66 INGLEWOOD CA 90305 2 01/20/05 00 0401058623 05 03/01/05 0.0000 0401058623 O 02/01/35 0 9784279 E82/G02 F 315,700.00 ZZ 360 315,084.75 1 6.1250 1918.23 74 5.8750 1918.23 BEVERLY MA 01915 2 01/21/05 00 0401064647 05 03/01/05 0.0000 0401064647 O 02/01/35 0 9784435 H49/G02 F 54,750.00 ZZ 360 54,664.32 1 7.2500 373.49 75 7.0000 373.49 TULSA OK 74112 2 01/06/05 00 0438895716 05 03/01/05 0.0000 622725306 N 02/01/35 0 9784563 W02/G02 F 251,100.00 ZZ 360 250,586.73 1 5.8750 1485.35 90 5.6250 1485.35 WOODBRIDGE VA 22191 5 01/21/05 11 0438891004 07 03/01/05 25.0000 0090084880 O 02/01/35 0 9784747 E22/G02 F 90,800.00 ZZ 360 90,635.38 1 6.5000 573.92 80 6.2500 573.92 SPOKANE WA 99203 5 01/13/05 00 0422887935 05 03/01/05 0.0000 0422887935 O 02/01/35 0 9785921 U85/G02 F 64,700.00 ZZ 360 64,579.84 1 6.3750 403.64 69 6.1250 403.64 FREMONT WI 54940 5 01/24/05 00 0438895450 05 03/01/05 0.0000 TQSWAUK919 O 02/01/35 0 9786131 E82/G02 F 70,700.00 ZZ 360 70,577.92 1 6.7500 458.56 67 6.5000 458.56 ORLANDO FL 32824 2 01/28/05 00 0401071246 09 03/01/05 0.0000 0401071246 N 02/01/35 0 9786153 E82/G02 F 296,350.00 ZZ 360 295,812.75 1 6.5000 1873.13 77 6.2500 1873.13 MIDDLETOWN DE 19709 2 01/25/05 00 0401064902 05 03/01/05 0.0000 0401064902 O 02/01/35 0 9786211 E82/G02 F 72,000.00 ZZ 360 71,869.47 1 6.5000 455.09 63 6.2500 455.09 TAMPA FL 33619 5 01/26/05 00 0401067483 05 03/01/05 0.0000 0401067483 O 02/01/35 0 9786379 E22/G02 F 74,000.00 ZZ 360 73,872.22 1 6.7500 479.96 90 6.5000 479.96 NEW ORLEANS LA 70131 5 01/27/05 01 0423057488 05 03/01/05 25.0000 0423057488 O 02/01/35 0 9786403 E22/U57 F 88,050.00 ZZ 360 87,890.37 1 6.5000 556.54 95 6.2500 556.54 FRANKLIN OH 45005 1 01/27/05 04 0423087121 05 03/01/05 30.0000 0423087121 O 02/01/35 0 9786927 B43/G02 F 40,000.00 ZZ 360 39,935.83 1 7.1250 269.49 72 6.8750 269.49 ANDERSON SC 29624 2 01/25/05 00 0438895575 05 03/01/05 0.0000 55216 N 02/01/35 0 9787715 E22/G02 F 60,300.00 ZZ 360 60,193.30 1 6.6250 386.11 90 6.3750 386.11 PALMERTON PA 18071 5 01/24/05 04 0423015197 05 03/01/05 25.0000 0423015197 O 02/01/35 0 9789115 U85/G02 F 53,000.00 ZZ 360 52,914.99 1 7.1250 357.07 61 6.8750 357.07 NESHKORO WI 54960 5 01/28/05 00 0438895120 05 03/01/05 0.0000 TQSWAUK880 O 02/01/35 0 9789607 E22/U57 F 76,000.00 ZZ 360 75,875.04 1 7.0000 505.63 95 6.7500 505.63 HOUSTON TX 77036 1 01/21/05 10 0422581603 09 03/01/05 30.0000 0422581603 O 02/01/35 0 9789617 E22/G02 F 337,500.00 ZZ 360 336,681.37 3 6.3750 2105.56 75 6.1250 2105.56 BROOKLYN NY 11226 5 01/26/05 00 0422631259 05 03/01/05 0.0000 0422631259 O 02/01/35 0 9789655 E22/U57 F 82,650.00 ZZ 360 82,481.05 1 5.8750 488.91 92 5.6250 488.91 VALDOSTA GA 31601 2 01/26/05 01 0422757997 05 03/01/05 30.0000 0422757997 O 02/01/35 0 9789771 E22/U57 F 128,250.00 ZZ 360 128,023.07 1 6.6250 821.20 95 6.3750 821.20 BATON ROUGE LA 70815 5 01/19/05 04 0423007897 05 03/01/05 30.0000 0423007897 O 02/01/35 0 9790051 E82/G02 F 274,800.00 ZZ 360 274,277.16 3 6.2500 1691.99 59 6.0000 1691.99 DORCHESTER MA 02124 2 02/01/05 00 0401067293 05 03/01/05 0.0000 0401067293 N 02/01/35 0 9790283 E82/G02 F 88,900.00 ZZ 360 88,746.49 1 6.7500 576.60 92 6.5000 576.60 WILMINGTON NC 28412 2 01/27/05 04 0401050380 05 03/01/05 30.0000 0401050380 O 02/01/35 0 9792625 E22/G02 F 72,250.00 ZZ 360 72,128.25 2 6.8750 474.63 85 6.6250 474.63 SAN ANTONIO TX 78208 2 01/20/05 04 0422994087 05 03/01/05 20.0000 0422994087 N 02/01/35 0 9792845 H76/G02 F 85,500.00 ZZ 360 85,283.26 1 6.8750 561.67 90 6.6250 561.67 COLONIAL HEIGHVA 23834 5 12/23/04 12 0438929770 05 02/01/05 25.0000 596076 O 01/01/35 0 9793981 H76/G02 F 77,600.00 ZZ 360 77,462.68 1 6.6250 496.89 85 6.3750 496.89 POPLAR BLUFF MO 63901 5 01/22/05 12 0438930679 05 03/01/05 12.0000 606727 O 02/01/35 0 9794813 H76/G02 F 225,000.00 ZZ 360 224,317.15 1 6.0000 1348.99 90 5.7500 1348.99 MAMAKATING NY 10940 5 12/31/04 01 0438930372 05 02/01/05 25.0000 2004596107 O 01/01/35 0 9794907 H49/G02 F 54,000.00 ZZ 360 53,908.51 1 6.8750 354.74 72 6.6250 354.74 KANSAS CITY MO 64126 2 01/26/05 00 0438917775 05 03/01/05 0.0000 624656 N 02/01/35 0 9795857 U05/G02 F 31,500.00 ZZ 360 31,448.21 1 7.0000 209.57 90 6.7500 209.57 YORK PA 17403 1 01/21/05 10 0438936296 07 03/01/05 25.0000 3000702250 N 02/01/35 0 9795891 U05/G02 F 71,750.00 ZZ 360 71,572.54 1 7.0000 477.35 88 6.7500 477.35 MIDLOTHIAN TX 76065 1 01/06/05 10 0438937328 05 02/01/05 25.0000 3000698554 O 01/01/35 0 9795911 U05/G02 F 68,800.00 ZZ 360 68,681.19 2 6.7500 446.24 80 6.5000 446.24 JACKSONVILLE FL 32244 2 01/28/05 00 0438957623 05 03/01/05 0.0000 3000700207 N 02/01/35 0 9796005 944/G02 F 420,000.00 ZZ 360 419,219.93 1 6.3750 2620.25 80 6.1250 2620.25 LOS ANGELES CA 91335 5 12/29/04 00 0438910184 05 03/01/05 0.0000 01795950 O 02/01/35 0 9796187 E22/G02 F 67,200.00 ZZ 360 67,131.49 1 5.8750 397.51 80 5.6250 397.51 THEODORE AL 36582 1 02/02/05 00 0423073543 05 04/01/05 0.0000 0423073543 O 03/01/35 0 9796255 E22/U57 F 69,600.00 ZZ 360 69,461.70 1 6.2500 428.54 80 6.0000 428.54 EAST WENATCHEEWA 98802 1 01/28/05 00 0422998591 05 03/01/05 0.0000 0422998591 O 02/01/35 0 9796303 E22/G02 F 66,400.00 ZZ 360 66,285.34 2 6.7500 430.67 80 6.5000 430.67 CLEVELAND OH 44108 2 02/02/05 00 0422823617 05 03/01/05 0.0000 0422823617 N 02/01/35 0 9797783 P34/G02 F 240,000.00 ZZ 360 239,497.64 2 5.7500 1400.58 80 5.5000 1400.58 PROVIDENCE RI 02907 5 01/21/05 00 0438918740 05 03/01/05 0.0000 62981 O 02/01/35 0 9797831 N74/G02 F 88,500.00 ZZ 360 88,258.69 1 6.5000 559.38 100 6.2500 559.38 GRANDVIEW MO 64030 1 01/27/05 10 0439004243 05 02/27/05 35.0000 2200002959 O 01/27/35 0 9798083 E22/G02 F 52,400.00 ZZ 360 48,285.01 1 6.3750 326.91 80 6.1250 326.91 DETROIT MI 48228 1 02/03/05 00 0422909697 05 03/01/05 0.0000 0422909697 O 02/01/35 0 9798129 E22/U57 F 30,280.00 ZZ 360 30,254.56 1 6.8750 198.92 76 6.6250 198.92 HANCEVILLE AL 35077 1 02/03/05 00 0423028489 05 04/01/05 0.0000 0423028489 O 03/01/35 0 9798887 025/025 F 54,600.00 ZZ 360 54,600.00 1 7.5000 341.25 80 7.2500 341.25 COLUMBUS GA 31907 2 10/21/04 00 0142679695 05 12/01/04 0.0000 0142679695 N 11/01/34 0 9798933 025/025 F 91,120.00 T 360 90,865.48 1 6.3750 568.47 80 6.1250 568.47 DELTONA FL 32738 1 12/28/04 00 0201179884 05 02/01/05 0.0000 0201179884 O 01/01/35 0 9798941 025/025 F 107,120.00 ZZ 360 106,782.88 1 5.7500 625.12 80 5.5000 625.12 CARNEGIE PA 15106 1 12/17/04 00 0201187085 09 02/01/05 0.0000 0201187085 O 01/01/35 0 9798961 025/025 F 283,000.00 ZZ 360 281,643.33 4 6.2500 1742.48 50 6.0000 1742.48 WALTHAM MA 02451 2 10/25/04 00 0142871441 05 12/01/04 0.0000 0142871441 N 11/01/34 0 9798981 025/025 F 63,000.00 T 360 62,801.60 1 7.2500 429.78 75 7.0000 429.78 SANFORD FL 32773 1 11/09/04 00 0142905082 09 01/01/05 0.0000 0142905082 O 12/01/34 0 9799049 025/025 F 80,000.00 ZZ 360 79,707.32 1 6.5000 505.65 26 6.2500 505.65 FLAGLER BEACH FL 32136 5 11/08/04 00 0029903630 05 01/01/05 0.0000 0029903630 O 12/01/34 0 9799059 025/025 F 59,600.00 ZZ 360 59,355.13 1 5.8750 352.56 63 5.6250 352.56 MARIETTA GA 30008 2 11/18/04 00 0142921857 05 01/01/05 0.0000 0142921857 O 12/01/34 0 9799189 025/025 F 108,000.00 ZZ 360 71,104.38 1 6.5000 682.64 80 6.2500 682.64 RICHMOND VA 23237 1 10/21/04 00 0134823483 05 12/01/04 0.0000 0134823483 O 11/01/34 0 9799207 025/025 F 235,000.00 ZZ 360 235,000.00 2 5.8750 1150.52 53 5.6250 1150.52 LONG BEACH CA 90806 5 11/02/04 00 0134914902 05 12/01/04 0.0000 0134914902 O 11/01/34 0 9799237 025/025 F 68,100.00 ZZ 360 67,931.56 1 7.0000 453.07 71 6.7500 453.07 SPRINGFIELD MO 65807 2 12/01/04 00 0201032190 05 02/01/05 0.0000 0201032190 O 01/01/35 0 9799323 025/025 F 83,700.00 T 360 83,448.78 1 6.0000 501.82 90 5.7500 501.82 LOWER BURRELL PA 15068 1 12/10/04 04 0143021533 05 02/01/05 25.0000 0143021533 O 01/01/35 0 9799343 025/025 F 85,000.00 ZZ 360 84,680.42 1 6.3750 530.29 71 6.1250 530.29 KENNER LA 70062 2 11/24/04 00 0143057818 05 01/01/05 0.0000 0143057818 O 12/01/34 0 9799415 025/025 F 83,500.00 ZZ 360 83,261.06 1 6.2500 514.13 59 6.0000 514.13 MILLSBORO DE 19966 1 12/07/04 00 0201093739 09 02/01/05 0.0000 0201093739 O 01/01/35 0 9799423 025/025 F 400,000.00 ZZ 360 396,944.07 1 6.7500 2594.40 73 6.5000 2594.40 RIXEYVILLE VA 22737 5 12/10/04 00 0201098324 05 02/01/05 0.0000 0201098324 O 01/01/35 0 9799429 025/025 F 80,000.00 ZZ 360 79,682.39 1 6.2500 492.57 34 6.0000 492.57 KERMAN CA 93630 5 12/14/04 00 0201106960 05 02/01/05 0.0000 0201106960 O 01/01/35 0 9799493 025/025 F 75,050.00 ZZ 360 74,840.36 1 6.3750 468.21 24 6.1250 468.21 COCONUT CREEK FL 33073 5 12/08/04 00 0031543663 05 02/01/05 0.0000 0031543663 O 01/01/35 0 9799519 025/025 F 57,250.00 ZZ 360 57,023.08 1 6.5000 361.86 58 6.2500 361.86 ORLANDO FL 32819 2 11/30/04 00 0031835127 05 01/01/05 0.0000 0031835127 O 12/01/34 0 9799615 E22/G02 F 88,800.00 ZZ 360 88,639.01 1 6.5000 561.28 80 6.2500 561.28 LULING LA 70070 5 01/31/05 00 0423151216 05 03/01/05 0.0000 0423151216 O 02/01/35 0 9800077 E82/G02 F 66,750.00 ZZ 360 66,688.18 1 6.3750 416.43 91 6.1250 416.43 JACKSONVILLE FL 32209 2 02/01/05 04 0401066691 05 04/01/05 30.0000 0401066691 O 03/01/35 0 9800435 N74/U57 F 54,960.00 ZZ 360 54,865.09 1 6.7500 356.47 80 6.5000 356.47 THOMASVILLE NC 27360 1 01/21/05 00 0438919268 05 03/01/05 0.0000 0035766011 O 02/01/35 0 9800621 E22/G02 F 84,550.00 ZZ 360 84,344.36 1 6.3750 527.48 95 6.1250 527.48 HARTSELLE AL 35640 2 01/28/05 10 0422911032 05 03/01/05 30.0000 0422911032 O 02/01/35 0 9800669 E22/U57 F 88,000.00 ZZ 240 87,629.26 1 6.2500 643.22 95 6.0000 643.22 RUSSELLVILLE AL 35654 5 02/02/05 01 0423001213 05 03/01/05 30.0000 0423001213 O 02/01/25 0 9800679 E22/G02 F 88,000.00 ZZ 360 87,820.12 1 5.8750 520.55 80 5.6250 520.55 KILGORE TX 75662 2 02/01/05 00 0423012756 05 03/01/05 0.0000 0423012756 O 02/01/35 0 9800693 E22/G02 F 84,000.00 ZZ 360 83,857.27 1 6.8750 551.82 80 6.6250 551.82 GRAND RAPIDS MI 49509 2 02/02/05 00 0423027267 05 03/01/05 0.0000 0423027267 O 02/01/35 0 9800737 E22/G02 F 115,200.00 ZZ 360 114,629.57 1 5.7500 672.28 80 5.5000 672.28 BROUSSARD LA 70518 2 02/01/05 00 0423073667 05 03/01/05 0.0000 0423073667 O 02/01/35 0 9800777 E22/G02 F 84,550.00 ZZ 360 84,407.53 1 6.8750 555.43 95 6.6250 555.43 FORT SMITH AR 72901 5 02/01/05 04 0423111509 05 03/01/05 30.0000 0423111509 O 02/01/35 0 9800793 E22/G02 F 82,800.00 ZZ 360 82,730.44 1 6.8750 543.94 90 6.6250 543.94 MOORE OK 73160 2 02/02/05 10 0423126705 05 04/01/05 30.0000 0423126705 O 03/01/35 0 9800889 E22/G02 F 78,656.00 ZZ 360 78,526.68 1 7.0000 523.30 80 6.7500 523.30 LUPTON MI 48635 5 02/01/05 00 0423207745 05 03/01/05 0.0000 0423207745 O 02/01/35 0 9800915 E22/G02 F 40,500.00 ZZ 360 40,394.81 1 6.7500 262.68 75 6.5000 262.68 MEMPHIS TN 38112 5 02/07/05 00 0423226448 05 03/01/05 0.0000 0423226448 N 02/01/35 0 9801151 U85/G02 F 76,000.00 ZZ 360 75,871.93 1 6.8750 499.27 95 6.6250 499.27 MILWAUKEE WI 53216 5 01/18/05 10 0438926362 05 03/01/05 30.0000 1 O 02/01/35 0 9801479 A50/G02 F 88,000.00 ZZ 360 87,836.55 1 6.3750 549.01 80 6.1250 549.01 VILLA RICA GA 30180 2 01/26/05 00 0438929218 05 03/01/05 0.0000 02184786 O 02/01/35 0 9802311 E22/G02 F 65,600.00 ZZ 360 65,537.76 1 6.2500 403.91 73 6.0000 403.91 ROANOKE VA 24013 5 02/03/05 00 0422950519 05 04/01/05 0.0000 0422950519 O 03/01/35 0 9802341 E22/G02 F 45,600.00 ZZ 360 45,569.40 1 8.0000 334.60 95 7.7500 334.60 REPUBLIC WA 99166 5 02/02/05 04 0422987503 05 04/01/05 30.0000 0422987503 O 03/01/35 0 9802353 E22/U57 F 70,500.00 ZZ 360 70,442.21 1 7.0000 469.04 77 6.7500 469.04 ZEBULON NC 27597 2 02/03/05 00 0423000587 05 04/01/05 0.0000 0423000587 O 03/01/35 0 9802381 E22/G02 F 80,000.00 TX 240 79,824.28 1 5.8750 567.39 79 5.6250 567.39 SAN ANTONIO TX 78254 5 02/03/05 00 0423037118 03 04/01/05 0.0000 0423037118 O 03/01/25 0 9802419 E22/G02 F 307,200.00 ZZ 360 306,922.29 1 6.5000 1941.71 80 6.2500 1941.71 CEDAR HILLS UT 84062 2 02/03/05 00 0423074038 05 04/01/05 0.0000 0423074038 O 03/01/35 0 9803217 E22/G02 F 110,000.00 ZZ 360 79,737.33 1 6.6250 704.34 53 6.3750 704.34 BEND OR 97701 5 02/03/05 00 0422992693 05 04/01/05 0.0000 0422992693 O 03/01/35 0 9803249 E22/G02 F 88,000.00 TX 360 87,920.45 1 6.5000 556.22 80 6.2500 556.22 MART TX 76664 5 02/04/05 00 0423053933 05 04/01/05 0.0000 0423053933 O 03/01/35 0 9803265 E22/G02 F 60,000.00 ZZ 360 59,943.07 1 6.2500 369.43 79 6.0000 369.43 DAVISTON AL 36256 5 02/04/05 00 0423066802 05 04/01/05 0.0000 0423066802 O 03/01/35 0 9803303 E22/U57 F 61,750.00 ZZ 360 61,698.13 1 6.8750 405.65 95 6.6250 405.65 WICHITA KS 67207 5 02/04/05 01 0423095298 05 04/01/05 30.0000 0423095298 O 03/01/35 0 9803351 E22/G02 F 75,000.00 TX 360 74,930.54 1 6.3750 467.90 72 6.1250 467.90 SAN ANTONIO TX 78213 5 02/04/05 00 0423138775 05 04/01/05 0.0000 0423138775 O 03/01/35 0 9803443 E22/G02 F 80,000.00 TX 240 79,836.87 1 6.5000 596.46 77 6.2500 596.46 PARADISE TX 76073 5 02/04/05 00 0423224864 05 04/01/05 0.0000 0423224864 O 03/01/25 0 9803709 Y69/G02 F 45,000.00 TX 360 44,924.17 1 6.8750 295.62 75 6.6250 295.62 TEMPLE TX 76502 5 01/11/05 00 0438931768 05 03/01/05 0.0000 3010024029 N 02/01/35 0 9803825 U85/G02 F 60,000.00 ZZ 360 59,945.76 1 6.5000 379.24 67 6.2500 379.24 INDIANAPOLIS IN 46218 5 02/09/05 00 0438931669 05 04/01/05 0.0000 TQS231 O 03/01/35 0 9803897 U85/G02 F 91,200.00 ZZ 360 91,123.38 1 6.8750 599.12 80 6.6250 599.12 MILWAUKEE WI 53218 1 02/08/05 00 0438931255 05 04/01/05 0.0000 0501170040 O 03/01/35 0 9803969 Y69/G02 F 46,500.00 TX 360 46,421.65 1 6.8750 305.47 75 6.6250 305.47 TEMPLE TX 76504 5 01/11/05 00 0438966269 05 03/01/05 0.0000 3010024024 N 02/01/35 0 9804531 E82/G02 F 81,800.00 ZZ 360 81,727.83 1 6.6250 523.77 79 6.3750 523.77 HUNTSVILLE AL 35803 2 02/08/05 00 0401067731 05 04/01/05 0.0000 0401067731 O 03/01/35 0 9804595 E22/G02 F 50,600.00 ZZ 360 50,558.53 1 7.0000 336.64 56 6.7500 336.64 GALVESTON TX 77550 2 02/10/05 00 0423004506 05 04/01/05 0.0000 0423004506 N 03/01/35 0 9804605 E22/G02 F 60,000.00 ZZ 360 59,945.76 1 6.5000 379.24 49 6.2500 379.24 HOUSTON TX 77067 1 02/10/05 00 0423029784 03 04/01/05 0.0000 0423029784 O 03/01/35 0 9804619 E22/G02 F 276,000.00 ZZ 360 275,738.12 3 6.2500 1699.38 64 6.0000 1699.38 UNION CITY NJ 07087 5 01/31/05 00 0423074277 05 03/01/05 0.0000 0423074277 O 02/01/35 0 9804693 E22/G02 F 66,250.00 ZZ 240 66,112.87 1 6.3750 489.08 70 6.1250 489.08 MISSOURI CITY TX 77489 2 02/05/05 00 0423183813 03 04/01/05 0.0000 0423183813 O 03/01/25 0 9804761 E22/G02 F 57,000.00 ZZ 360 56,948.47 4 6.5000 360.28 95 6.2500 360.28 BRADYVILLE IA 51631 1 02/10/05 04 0423276443 05 04/01/05 30.0000 0423276443 O 03/01/35 0 9804771 E22/U57 F 384,000.00 ZZ 360 383,669.38 1 6.7500 2490.62 80 6.5000 2490.62 EL CAJON CA 92021 5 02/02/05 00 0423285634 05 04/01/05 0.0000 0423285634 O 03/01/35 0 9805315 E82/G02 F 57,000.00 ZZ 360 56,903.95 1 6.8750 374.45 79 6.6250 374.45 KANNAPOLIS NC 28083 2 01/31/05 00 0401066766 05 03/01/05 0.0000 0401066766 O 02/01/35 0 9805391 F44/G02 F 64,000.00 T 360 63,939.27 1 6.2500 394.06 80 6.0000 394.06 CLINTONVILLE WI 54929 2 02/03/05 00 0438939092 05 04/01/05 0.0000 54038755 O 03/01/35 0 9805417 N74/G02 F 75,196.00 ZZ 360 75,049.23 1 6.1250 456.90 76 5.8750 456.90 WINSTON SALEM NC 27105 5 01/28/05 00 0438938029 05 03/02/05 0.0000 0035808010 O 02/02/35 0 9805433 N74/G02 F 77,900.00 ZZ 360 77,771.92 1 7.0000 518.27 95 6.7500 518.27 ROBBINS NC 27325 5 01/27/05 10 0438938037 05 03/01/05 30.0000 0035777010 O 02/01/35 0 9805741 E22/U57 F 265,600.00 ZZ 360 265,329.21 1 5.8750 1571.12 80 5.6250 1571.12 RALEIGH NC 27603 2 02/07/05 00 0423097039 05 04/01/05 0.0000 0423097039 O 03/01/35 0 9805759 E22/U57 F 48,000.00 ZZ 360 47,959.67 1 6.8750 315.33 80 6.6250 315.33 TUSCUMBIA AL 35674 1 02/11/05 00 0423114602 05 04/01/05 0.0000 0423114602 O 03/01/35 0 9805807 E22/G02 F 53,000.00 ZZ 360 52,953.24 1 6.6250 339.36 80 6.3750 339.36 AKRON OH 44305 2 02/11/05 00 0423252972 05 04/01/05 0.0000 0423252972 N 03/01/35 0 9806009 E22/U57 F 60,000.00 ZZ 360 59,944.43 1 6.3750 374.32 80 6.1250 374.32 SPRING TX 77388 1 02/09/05 00 0423167287 05 04/01/05 0.0000 0423167287 O 03/01/35 0 9806225 Y69/G02 F 80,000.00 ZZ 360 79,836.46 1 5.8750 473.24 80 5.6250 473.24 ARLINGTON TX 76018 1 01/12/05 00 0438933764 03 03/01/05 0.0000 3010022514 O 02/01/35 0 9806327 Y69/G02 F 344,000.00 ZZ 360 343,296.84 1 5.8750 2034.89 80 5.6250 2034.89 REDONDO BEACH CA 90277 1 01/10/05 00 0438958191 01 03/01/05 0.0000 1030022698 O 02/01/35 0 9806341 Y69/G02 F 77,040.00 ZZ 360 76,896.92 1 6.3750 480.63 80 6.1250 480.63 TOPEKA KS 66614 1 01/14/05 00 0438951832 05 03/01/05 0.0000 3010023566 O 02/01/35 0 9808821 E22/G02 F 67,000.00 ZZ 360 66,942.32 3 6.7500 434.56 68 6.5000 434.56 ESCANABA MI 49829 2 02/09/05 00 0423176775 05 04/01/05 0.0000 0423176775 O 03/01/35 0 9808871 E22/U57 F 80,000.00 ZZ 360 79,931.12 1 6.7500 518.88 80 6.5000 518.88 YORK PA 17402 5 02/08/05 00 0423207513 05 04/01/05 0.0000 0423207513 O 03/01/35 0 9808969 E22/G02 F 64,000.00 TX 360 63,940.72 1 6.3750 399.28 80 6.1250 399.28 HOUSTON TX 77078 5 02/08/05 00 0423079300 05 04/01/05 0.0000 0423079300 O 03/01/35 0 9809015 E22/G02 F 81,600.00 TX 360 81,499.42 1 6.3750 509.08 80 6.1250 509.08 COLLINSVILLE TX 76233 5 02/08/05 00 0422842963 05 04/01/05 0.0000 0422842963 O 03/01/35 0 9809057 E22/G02 F 62,000.00 ZZ 360 61,936.79 1 5.8750 366.75 79 5.6250 366.75 OKLAHOMA CITY OK 73106 5 02/09/05 00 0422972257 05 04/01/05 0.0000 0422972257 O 03/01/35 0 9809093 E22/G02 F 51,200.00 ZZ 360 51,153.71 1 6.5000 323.62 80 6.2500 323.62 KIRBY TX 78219 1 02/04/05 00 0423027192 05 04/01/05 0.0000 0423027192 O 03/01/35 0 9809103 E22/U57 F 49,200.00 ZZ 360 49,155.52 1 6.5000 310.98 80 6.2500 310.98 ALTOONA PA 16602 1 02/14/05 00 0423040815 05 04/01/05 0.0000 0423040815 O 03/01/35 0 9809143 E22/G02 F 80,275.00 ZZ 360 80,202.43 1 6.5000 507.39 95 6.2500 507.39 MOUNT VERNON IL 62864 5 02/08/05 10 0423067842 05 04/01/05 30.0000 0423067842 O 03/01/35 0 9809215 E82/G02 F 248,000.00 ZZ 360 247,811.30 2 7.3750 1712.87 62 7.1250 1712.87 EAGLE ROCK CA 90041 5 02/11/05 00 0401075684 05 04/01/05 0.0000 0401075684 N 03/01/35 0 9810797 Q14/G02 F 85,500.00 ZZ 360 85,441.16 1 7.8750 619.93 95 7.6250 619.93 ABINGDON IL 61410 5 02/11/05 01 0438970014 05 04/01/05 30.0000 0000524703 O 03/01/35 0 9813163 E22/G02 F 80,000.00 ZZ 240 79,816.67 1 6.2500 584.74 74 6.0000 584.74 HOUSTON TX 77072 2 02/10/05 00 0423231992 03 04/01/05 0.0000 0423231992 O 03/01/25 0 9813205 E22/G02 F 80,000.00 ZZ 360 79,932.79 1 6.8750 525.54 89 6.6250 525.54 PUEBLO CO 81001 5 02/08/05 10 0423057918 05 04/01/05 25.0000 0423057918 O 03/01/35 0 9813209 E22/U57 F 326,700.00 ZZ 360 326,411.76 1 6.6250 2091.90 90 6.3750 2091.90 YAKIMA WA 98908 2 02/09/05 01 0423061464 05 04/01/05 25.0000 0423061464 O 03/01/35 0 9813309 E22/U57 F 71,250.00 ZZ 360 71,193.03 1 7.1250 480.02 95 6.8750 480.02 GILLETT PA 16925 5 02/10/05 01 0422877746 05 04/01/05 30.0000 0422877746 O 03/01/35 0 9813333 E22/G02 F 77,000.00 ZZ 360 76,936.89 1 7.0000 512.28 93 6.7500 512.28 LAKEVIEW AR 72642 5 02/09/05 04 0423121326 05 04/01/05 30.0000 0423121326 O 03/01/35 0 9814659 883/G02 F 54,500.00 ZZ 360 54,449.52 1 6.3750 340.01 73 6.1250 340.01 BOILING SPRINGPA 17007 5 02/07/05 00 0438969560 05 04/01/05 0.0000 42000265 O 03/01/35 0 9815069 E22/G02 F 249,600.00 ZZ 360 249,345.52 1 5.8750 1476.48 80 5.6250 1476.48 BOISE ID 83716 2 02/11/05 00 0423309590 05 04/01/05 0.0000 0423309590 O 03/01/35 0 9815097 E22/G02 F 55,000.00 ZZ 360 54,951.48 1 6.6250 352.17 74 6.3750 352.17 ALBERTVILLE AL 35951 2 02/16/05 00 0423369578 05 04/01/05 0.0000 0423369578 N 03/01/35 0 9815127 E22/U57 F 90,000.00 ZZ 360 89,840.75 1 6.6250 576.28 85 6.3750 576.28 ROGERS AR 72756 1 01/10/05 01 0422765693 05 03/01/05 12.0000 0422765693 O 02/01/35 0 9815129 E22/G02 F 64,000.00 TX 360 63,939.27 1 6.2500 394.06 80 6.0000 394.06 KATY TX 77449 5 02/11/05 00 0422821587 03 04/01/05 0.0000 0422821587 O 03/01/35 0 9815245 E22/G02 F 72,000.00 ZZ 360 71,933.19 1 6.5000 455.09 80 6.2500 455.09 BOLIVAR MO 65613 1 02/16/05 00 0423161256 05 04/01/05 0.0000 0423161256 O 03/01/35 0 9815323 E22/G02 F 51,300.00 ZZ 360 51,256.91 1 6.8750 337.00 95 6.6250 337.00 MONTGOMERY AL 36110 5 02/08/05 10 0423223551 05 04/01/05 30.0000 0423223551 O 03/01/35 0 9815411 E22/U57 F 202,400.00 ZZ 360 202,198.51 1 6.0000 1213.49 80 5.7500 1213.49 FRANKLIN TWP NJ 08873 1 02/16/05 00 0423353507 09 04/01/05 0.0000 0423353507 O 03/01/35 0 9815783 N74/G02 F 548,500.00 ZZ 360 547,481.26 1 6.3750 3421.93 61 6.1250 3421.93 N. MYRTLE BEACSC 29582 2 02/01/05 00 0438980740 05 03/01/05 0.0000 2200002987 N 02/01/35 0 9815847 A52/G02 F 152,300.00 ZZ 360 152,158.94 1 6.3750 950.15 95 6.1250 950.15 LOGANVILLE GA 30052 5 02/14/05 11 0438997504 05 04/01/05 30.0000 32499 O 03/01/35 0 9815965 L21/G02 F 86,200.00 T 360 86,125.78 1 6.7500 559.10 95 6.5000 559.10 CLEVELAND TN 37312 1 02/11/05 01 0438974750 05 04/01/05 35.0000 26503784 O 03/01/35 0 9816083 L21/G02 F 75,000.00 ZZ 360 74,932.19 1 6.5000 474.06 73 6.2500 474.06 JACKSONVILLE FL 32207 5 02/04/05 00 0438976458 05 04/01/05 0.0000 28503447 O 03/01/35 0 9816383 E22/U57 F 74,700.00 T 360 74,625.64 1 6.0000 447.86 86 5.7500 447.86 IDABEL OK 74745 5 02/16/05 10 0423061803 05 04/01/05 25.0000 0423061803 O 03/01/35 0 9816433 E22/G02 F 51,500.00 ZZ 360 51,453.44 1 6.5000 325.52 72 6.2500 325.52 MOORE OK 73160 2 02/11/05 00 0423168665 05 04/01/05 0.0000 0423168665 N 03/01/35 0 9816557 E22/U57 F 372,000.00 ZZ 360 371,679.72 1 6.7500 2412.78 80 6.5000 2412.78 LOS ANGELES CA 90043 5 02/10/05 00 0423351808 05 04/01/05 0.0000 0423351808 O 03/01/35 0 9816589 E82/G02 F 78,400.00 ZZ 360 78,327.39 1 6.3750 489.11 89 6.1250 489.11 ALLIANCE OH 44601 2 02/16/05 04 0401073937 05 04/01/05 25.0000 0401073937 O 03/01/35 0 9817561 L14/G02 F 250,000.00 ZZ 360 249,740.82 1 6.5000 1354.17 50 6.2500 1354.17 VALLEJO CA 94591 5 01/17/05 00 0438978892 05 03/01/05 0.0000 223302659 O 02/01/35 0 9817565 L14/G02 F 157,250.00 ZZ 360 156,991.45 1 7.0000 1046.19 85 6.7500 1046.19 ORLANDO FL 32825 1 01/07/05 11 0438979262 03 03/01/05 25.0000 210352053 N 02/01/35 0 9817569 L14/G02 F 118,750.00 ZZ 360 118,554.75 1 7.0000 790.05 95 6.7500 790.05 SPRING HILL FL 34608 1 01/13/05 11 0438983777 05 03/01/05 30.0000 231909164 O 02/01/35 0 9817571 L14/G02 F 256,300.00 ZZ 360 255,617.86 1 6.6250 1641.12 89 6.3750 1641.12 FLORISSANT MO 63031 5 01/04/05 11 0438985228 03 02/01/05 30.0000 214309231 O 01/01/35 0 9817599 L14/G02 F 274,818.00 ZZ 360 274,256.23 1 5.8750 1625.66 80 5.6250 1625.66 WESTMINSTER CO 80234 1 01/28/05 00 0438982464 03 03/01/05 0.0000 232807421 O 02/01/35 0 9817603 L14/G02 F 163,867.00 ZZ 360 163,516.08 1 7.7500 1173.97 80 7.5000 1173.97 CHAMBERSBURG PA 17201 1 12/30/04 00 0438982290 05 02/01/05 0.0000 234103265 O 01/01/35 0 9817609 L14/G02 F 85,500.00 ZZ 360 85,283.25 1 6.8750 561.68 90 6.6250 561.68 SUNNYSIDE WA 98944 1 12/28/04 11 0438978959 05 02/01/05 25.0000 220206859 O 01/01/35 0 9817621 L14/G02 F 486,674.00 ZZ 360 485,679.18 1 5.8750 2878.87 80 5.6250 2878.87 INVER GROVE HEMN 55077 1 01/10/05 00 0438984866 05 03/01/05 0.0000 227800519 O 02/01/35 0 9817625 L14/G02 F 124,000.00 ZZ 360 123,780.58 1 6.6250 793.99 80 6.3750 793.99 COLORADO SPRINCO 80909 5 01/11/05 00 0438983835 05 03/01/05 0.0000 209508564 O 02/01/35 0 9817629 L14/G02 F 145,860.00 ZZ 360 144,859.77 1 6.8750 958.20 78 6.6250 958.20 FERNLEY NV 89408 5 07/23/04 00 0438996480 05 09/01/04 0.0000 204029521 O 08/01/34 0 9817631 L14/G02 F 480,000.00 ZZ 360 480,000.00 1 6.2500 2500.00 43 6.0000 2500.00 SANTA BARBARA CA 93103 5 12/28/04 00 0438982860 05 02/01/05 0.0000 217340205 O 01/01/35 0 9817635 L14/G02 F 168,000.00 ZZ 360 168,000.00 1 6.0000 840.00 80 5.7500 840.00 MODESTO CA 95351 5 12/13/04 00 0438981227 05 02/01/05 0.0000 214409323 O 01/01/35 0 9817637 L14/G02 F 121,905.00 ZZ 360 121,104.77 1 5.7500 711.41 50 5.5000 711.41 RIO RANCHO NM 87144 1 12/29/04 00 0438983769 05 02/01/05 0.0000 130105664 N 01/01/35 0 9817639 L14/G02 F 296,210.00 ZZ 360 295,589.98 1 5.7500 1728.61 75 5.5000 1728.61 SANDOWN NH 03873 5 01/25/05 00 0438986093 05 03/01/05 0.0000 215735424 O 02/01/35 0 9817643 L14/G02 F 164,393.00 ZZ 360 164,094.96 1 6.5000 1039.08 83 6.2500 1039.08 CARDINGTON OH 43315 2 01/24/05 11 0438992448 05 03/01/05 12.0000 119425187 O 02/01/35 0 9817655 L14/G02 F 322,700.00 ZZ 360 321,776.63 1 6.2500 1986.92 59 6.0000 1986.92 BIG BEAR CITY CA 92314 2 12/23/04 00 0438985178 05 02/01/05 0.0000 216722066 O 01/01/35 0 9817659 L14/G02 F 200,000.00 ZZ 360 200,000.00 1 6.2500 1041.67 80 6.0000 1041.67 MAPLE VALLEY WA 98038 5 01/20/05 00 0438980021 03 03/01/05 0.0000 220627105 O 02/01/35 0 9817671 L14/G02 F 75,000.00 ZZ 360 74,850.29 1 6.0000 449.67 40 5.7500 449.67 BOULDER CO 80301 2 01/18/05 00 0438982654 01 03/01/05 0.0000 232807781 N 02/01/35 0 9817695 L14/G02 F 233,000.00 ZZ 360 233,000.00 1 5.7500 1116.46 69 5.5000 1116.46 OAK HILL VA 20171 5 12/30/04 00 0438979429 03 02/01/05 0.0000 205861081 O 01/01/35 0 9817701 L14/G02 F 56,900.00 ZZ 360 56,789.09 1 6.1250 345.74 44 5.8750 345.74 SURPRISE AZ 85374 1 01/06/05 00 0438983785 01 03/01/05 0.0000 224501590 N 02/01/35 0 9817705 L14/G02 F 80,000.00 ZZ 360 79,836.46 1 5.8750 473.24 19 5.6250 473.24 MARSHFIELD MA 02050 2 01/26/05 00 0438986903 05 03/01/05 0.0000 222208626 O 02/01/35 0 9817723 L14/G02 F 160,000.00 ZZ 360 159,672.92 1 5.8750 946.47 42 5.6250 946.47 MODESTO CA 95357 5 01/14/05 00 0438983462 05 03/01/05 0.0000 214409406 N 02/01/35 0 9817725 L14/G02 F 117,108.00 ZZ 360 116,868.62 1 5.8750 692.74 75 5.6250 692.74 THOMPSON STATITN 37179 1 01/11/05 00 0438999781 03 03/01/05 0.0000 117001731 O 02/01/35 0 9817729 L14/G02 F 227,572.00 ZZ 360 227,197.82 1 7.0000 1514.05 95 6.7500 1514.05 MULLICA NJ 08215 1 01/27/05 11 0438981656 05 03/01/05 30.0000 214821088 O 02/01/35 0 9817733 L14/G02 F 80,550.00 ZZ 360 80,423.94 2 7.2500 549.50 90 7.0000 549.50 BLUE RIDGE TX 75424 1 01/24/05 12 0438986317 05 03/01/05 25.0000 204890334 N 02/01/35 0 9817737 L14/G02 F 198,250.00 ZZ 360 198,250.00 1 5.7500 949.95 65 5.5000 949.95 SANTA ROSA CA 95403 5 01/24/05 00 0438981086 01 03/01/05 0.0000 223302711 O 02/01/35 0 9817743 L14/G02 F 252,000.00 ZZ 360 251,484.88 1 5.8750 1490.68 80 5.6250 1490.68 CLOVIS CA 93611 5 01/20/05 00 0438984635 05 03/01/05 0.0000 223801370 O 02/01/35 0 9817749 L14/G02 F 216,797.00 ZZ 360 216,343.21 1 5.7500 1265.17 80 5.5000 1265.17 MCKINNEY TX 75070 1 01/27/05 00 0438981532 03 03/01/05 0.0000 263201747 O 02/01/35 0 9817751 L14/G02 F 147,250.00 ZZ 360 146,983.02 1 6.5000 930.73 95 6.2500 930.73 BAKERSFIELD CA 93307 1 01/18/05 11 0438984403 05 03/01/05 30.0000 200516346 O 02/01/35 0 9817759 L14/G02 F 265,000.00 ZZ 360 264,519.56 1 6.5000 1674.99 52 6.2500 1674.99 SANTA ANA CA 92701 5 01/25/05 00 0438987638 05 03/01/05 0.0000 217304049 O 02/01/35 0 9817763 L14/G02 F 135,750.00 ZZ 360 135,750.00 1 6.3750 721.17 75 6.1250 721.17 PUYALLUP WA 98371 2 01/20/05 00 0438980245 05 03/01/05 0.0000 220627104 N 02/01/35 0 9817765 L14/G02 F 750,000.00 ZZ 360 748,573.03 1 6.2500 4617.88 75 6.0000 4617.88 SCOTTSDALE AZ 85260 1 01/27/05 00 0438985046 05 03/01/05 0.0000 224301811 O 02/01/35 0 9817767 L14/G02 F 101,000.00 ZZ 360 100,821.27 1 6.6250 646.72 88 6.3750 646.72 FLORISSANT MO 63031 5 01/14/05 11 0438982639 05 03/01/05 25.0000 214310087 O 02/01/35 0 9817769 L14/G02 F 257,000.00 ZZ 360 256,462.05 1 5.7500 1499.79 65 5.5000 1499.79 SCOTTSDALE AZ 85250 2 01/17/05 00 0438985202 09 03/01/05 0.0000 202127183 O 02/01/35 0 9817771 L14/G02 F 151,225.00 ZZ 360 150,736.23 1 6.2500 931.12 95 6.0000 931.12 CONROE TX 77301 1 01/24/05 12 0438985244 03 03/01/05 30.0000 100423876 O 02/01/35 0 9817777 L14/G02 F 235,000.00 ZZ 360 234,374.53 1 6.6250 1504.74 75 6.3750 1504.74 WELLS ME 04090 5 12/30/04 00 0438984528 05 02/01/05 0.0000 222305913 O 01/01/35 0 9817785 L14/G02 F 399,955.00 ZZ 360 399,247.30 1 6.6250 2560.96 85 6.3750 2560.96 WESTON FL 33332 1 01/24/05 11 0438984494 03 03/01/05 12.0000 120004340 O 02/01/35 0 9817791 L14/G02 F 179,100.00 ZZ 360 179,100.00 1 5.7500 858.19 80 5.5000 858.19 MILWAUKIE OR 97267 1 01/21/05 00 0438986333 05 03/01/05 0.0000 220302496 O 02/01/35 0 9817795 L14/G02 F 129,000.00 ZZ 360 128,736.30 1 5.8750 763.09 40 5.6250 763.09 SACREMENTO CA 95827 1 01/10/05 00 0438983512 05 03/01/05 0.0000 205214064 O 02/01/35 0 9817825 L14/G02 F 90,000.00 ZZ 360 89,820.35 1 6.0000 539.60 47 5.7500 539.60 LONGMONT CO 80503 2 01/18/05 00 0438982605 01 03/01/05 0.0000 232807782 N 02/01/35 0 9817827 L14/G02 F 332,000.00 ZZ 360 332,000.00 2 6.5000 1798.33 80 6.2500 1798.33 MAIMI FL 33165 5 01/26/05 00 0438984155 05 03/01/05 0.0000 209606005 O 02/01/35 0 9817831 L14/G02 F 407,200.00 ZZ 360 407,200.00 1 6.0000 2036.00 80 5.7500 2036.00 NAPA CA 94559 1 01/27/05 00 0438983421 03 03/01/05 0.0000 223302677 O 02/01/35 0 9817833 L14/G02 F 57,000.00 ZZ 360 56,787.32 1 5.3750 255.31 34 5.1250 254.36 CHANDLER AZ 85224 5 01/18/05 00 0438984171 05 03/01/05 0.0000 224501922 O 02/01/35 0 9817835 L14/G02 F 150,955.00 ZZ 360 150,581.61 1 7.0000 1004.31 95 6.7500 1004.31 YULEE FL 32097 1 12/30/04 11 0438983595 03 02/01/05 30.0000 260203262 O 01/01/35 0 9817847 L14/G02 F 127,200.00 ZZ 360 126,809.03 1 5.8750 752.44 80 5.6250 752.44 PLANO TX 75024 1 12/30/04 00 0438984098 05 02/01/05 0.0000 204860925 N 01/01/35 0 9817857 L14/G02 F 196,850.00 ZZ 360 196,850.00 1 6.0000 984.25 79 5.7500 984.25 MARYSVILLE WA 98271 2 01/14/05 00 0438999807 05 03/01/05 0.0000 220105794 O 02/01/35 0 9818239 E22/U57 F 80,000.00 ZZ 360 79,924.67 1 6.6250 512.25 90 6.3750 512.25 INDEPENDENCE MO 64058 2 02/14/05 10 0423189430 05 04/01/05 25.0000 0423189430 O 03/01/35 0 9818297 E22/G02 F 50,100.00 ZZ 360 50,054.71 1 6.5000 316.67 71 6.2500 316.67 ST LOUIS MO 63103 2 02/23/05 00 0423256064 05 04/01/05 0.0000 0423256064 N 03/01/35 0 9818319 E22/G02 F 300,000.00 ZZ 360 299,722.14 2 6.3750 1871.61 75 6.1250 1871.61 BOONTON NJ 07005 5 02/14/05 00 0423271659 05 04/01/05 0.0000 0423271659 O 03/01/35 0 9818337 E22/G02 F 80,400.00 ZZ 240 80,233.59 1 6.3750 593.54 79 6.1250 593.54 HOUSTON TX 77040 2 02/14/05 00 0423284439 03 04/01/05 0.0000 0423284439 O 03/01/25 0 9818385 E22/G02 F 82,000.00 ZZ 360 81,922.19 1 6.2500 504.89 80 6.0000 504.89 HOUSTON TX 77044 2 02/14/05 00 0423227867 03 04/01/05 0.0000 0423227867 O 03/01/35 0 9818921 L14/G02 F 228,000.00 ZZ 360 227,221.18 1 6.6250 1459.91 95 6.3750 1459.91 PEMBERTON TOWNNJ 08015 2 01/12/05 11 0438985566 05 03/01/05 30.0000 218307187 O 02/01/35 0 9818923 L14/G02 F 323,696.00 ZZ 360 323,696.00 1 6.1250 1652.20 80 5.8750 1652.20 MURPHY TX 75094 1 01/12/05 00 0438987893 03 03/01/05 0.0000 275103416 O 02/01/35 0 9818929 L14/G02 F 214,400.00 ZZ 360 214,011.29 1 6.5000 1355.16 80 6.2500 1355.16 LAKE WORTH FL 33460 1 01/13/05 00 0438987307 05 03/01/05 0.0000 220002805 O 02/01/35 0 9818937 L14/G02 F 300,450.00 ZZ 360 299,905.31 1 6.5000 1899.05 95 6.2500 1899.05 THORNTON CO 80602 1 01/17/05 12 0438982761 03 03/01/05 30.0000 104129387 O 02/01/35 0 9818945 L14/G02 F 87,920.00 ZZ 360 87,649.73 1 5.8750 520.09 80 5.6250 520.09 ANTIOCH TN 37013 1 12/30/04 00 0438986655 09 02/01/05 0.0000 230330104 O 01/01/35 0 9818949 L14/G02 F 71,916.00 ZZ 360 71,916.00 1 6.2500 374.56 80 6.0000 374.56 CHARLOTTE NC 28205 1 12/30/04 00 0438982548 05 02/01/05 0.0000 226900099 O 01/01/35 0 9818971 L14/G02 F 333,000.00 ZZ 360 332,335.32 1 6.0000 1996.51 56 5.7500 1996.51 FLORENCE OR 97439 5 01/24/05 00 0438987950 05 03/01/05 0.0000 210352084 N 02/01/35 0 9818975 L14/G02 F 168,446.00 ZZ 360 167,233.82 1 6.6250 1078.58 80 6.3750 1078.58 HIGLEY AZ 85236 1 07/26/04 00 0439000910 03 09/01/04 0.0000 232103383 O 08/01/34 0 9818979 L14/G02 F 162,200.00 ZZ 360 162,100.00 1 6.0000 811.00 74 5.7500 810.50 GREENSBORO NC 27408 5 01/21/05 00 0438977480 05 03/01/05 0.0000 231105672 O 02/01/35 0 9819003 L14/G02 F 85,600.00 ZZ 360 85,429.13 1 6.0000 513.22 80 5.7500 513.22 CORINTH TX 76210 1 01/06/05 00 0438983306 05 03/01/05 0.0000 210331097 O 02/01/35 0 9819009 L14/G02 F 231,102.00 ZZ 360 230,594.92 1 5.5000 1312.18 54 5.2500 1312.18 GOODYEAR AZ 85338 1 01/11/05 00 0438985681 03 03/01/05 0.0000 281001690 O 02/01/35 0 9819011 L14/G02 F 172,000.00 ZZ 360 171,664.78 1 6.1250 1045.10 53 5.8750 1045.10 CERES CA 95307 5 01/26/05 00 0438987588 05 03/01/05 0.0000 214409501 O 02/01/35 0 9819029 L14/G02 F 281,000.00 ZZ 360 280,439.12 1 6.0000 1684.74 47 5.7500 1684.74 DENVER CO 80231 5 01/26/05 00 0438986200 05 03/01/05 0.0000 232604011 O 02/01/35 0 9819033 L14/G02 F 200,000.00 ZZ 360 199,600.78 2 6.0000 1199.11 49 5.7500 1199.11 LONG BEACH CA 90805 5 01/24/05 00 0438987737 05 03/01/05 0.0000 217304076 O 02/01/35 0 9819035 L14/G02 F 84,000.00 ZZ 360 83,741.79 1 5.8750 496.90 80 5.6250 496.90 ST FRANCIS KS 67756 1 12/29/04 00 0438987497 05 02/01/05 0.0000 232603856 O 01/01/35 0 9819039 L14/G02 F 199,500.00 ZZ 360 199,111.19 1 6.1250 1212.19 95 5.8750 1212.19 PORTERVILLE CA 93257 1 01/11/05 12 0438982175 05 03/01/05 30.0000 200516267 O 02/01/35 0 9819067 L14/G02 F 274,960.00 ZZ 360 274,134.70 1 6.0000 1648.53 80 5.7500 1648.53 GALLATIN TN 37066 1 12/30/04 00 0438988289 05 02/01/05 0.0000 230329568 O 01/01/35 0 9819069 L14/G02 F 84,800.00 ZZ 360 84,545.47 1 6.0000 508.42 80 5.7500 508.42 SHERMAN TX 75090 1 12/29/04 00 0438985764 05 02/01/05 0.0000 204890356 O 01/01/35 0 9819075 L14/G02 F 60,000.00 ZZ 360 59,824.54 1 6.2500 312.50 48 6.0000 312.04 BEAVERTON MI 48612 5 01/10/05 00 0438985939 05 03/01/05 0.0000 227400235 O 02/01/35 0 9819079 L14/G02 F 206,895.00 ZZ 360 206,519.91 1 6.5000 1307.72 80 6.2500 1307.72 SOUTH JORDAN UT 84095 1 01/04/05 00 0438986879 05 03/01/05 0.0000 282100540 O 02/01/35 0 9819085 L14/G02 F 148,000.00 ZZ 360 147,704.58 1 6.0000 887.34 80 5.7500 887.34 CHANDLER AZ 85226 5 01/06/05 00 0438982332 05 03/01/05 0.0000 202127100 O 02/01/35 0 9819105 L14/G02 F 208,334.00 ZZ 360 207,908.14 1 5.8750 1232.38 80 5.6250 1232.38 BAKERSFIELD CA 93311 1 01/12/05 00 0438986556 05 03/01/05 0.0000 121506884 O 02/01/35 0 9819115 L14/G02 F 51,000.00 ZZ 360 50,902.95 1 6.2500 314.02 60 6.0000 314.02 INDEPENDENCE MO 64052 5 01/06/05 00 0438985426 05 03/01/05 0.0000 214507763 O 02/01/35 0 9819131 L14/G02 F 115,000.00 T 360 114,654.81 1 6.0000 689.49 54 5.7500 689.49 BERLIN MD 21811 1 12/30/04 00 0438986465 09 02/01/05 0.0000 126401020 O 01/01/35 0 9819193 950/U57 F 258,300.00 ZZ 360 258,072.11 1 6.6250 1653.92 90 6.3750 1653.92 SEATTLE WA 98146 5 02/08/05 14 0438990210 05 04/01/05 25.0000 EW51047 O 03/01/35 0 9819241 L20/U57 F 233,721.00 ZZ 360 233,476.98 1 5.7500 1363.93 80 5.5000 1363.93 SOUTH WEBER UT 84405 1 02/14/05 00 0438983546 05 04/01/05 0.0000 1061070869 O 03/01/35 0 9819249 L14/G02 F 275,405.00 ZZ 360 274,940.92 1 6.8750 1809.22 95 6.6250 1809.22 INVERNESS FL 34453 1 01/28/05 04 0438982563 03 03/01/05 30.0000 231909262 O 02/01/35 0 9819265 L14/G02 F 247,000.00 ZZ 360 246,552.21 1 6.5000 1561.21 95 6.2500 1561.21 LAKE WORTH FL 33460 1 01/27/05 26 0438981235 05 03/01/05 30.0000 202317967 O 02/01/35 0 9819267 U85/G02 F 72,000.00 ZZ 360 71,931.68 1 6.2500 443.32 80 6.0000 443.32 LEBANON IN 46052 2 02/18/05 00 0438975484 05 04/01/05 0.0000 TQS238 O 03/01/35 0 9819279 L14/G02 F 244,400.00 T 360 243,946.07 1 6.3750 1524.74 75 6.1250 1524.74 FORT MYERS FL 33908 1 01/27/05 00 0438982472 01 03/01/05 0.0000 108512928 O 02/01/35 0 9819285 L14/G02 F 220,991.00 ZZ 360 220,678.04 1 7.7500 1583.21 80 7.5000 1583.21 MORENCI MI 49256 2 01/27/05 00 0438983074 05 03/01/05 0.0000 119425107 O 02/01/35 0 9819291 N74/G02 F 50,000.00 ZZ 360 49,868.88 1 6.3750 311.93 30 6.1250 311.93 MILLERS CREEK NC 28651 5 02/11/05 00 0438980559 05 03/15/05 0.0000 0035855010 O 02/15/35 0 9819293 L14/G02 F 163,700.00 ZZ 360 163,424.14 1 6.8750 1075.40 95 6.6250 1075.40 PITTSBORO NC 27312 1 01/31/05 11 0438987711 05 03/01/05 30.0000 133820112 O 02/01/35 0 9819301 L14/G02 F 453,750.00 ZZ 360 452,571.37 2 6.7500 2943.02 75 6.5000 2943.02 LAWNDALE CA 90260 5 12/29/04 00 0438982407 05 02/01/05 0.0000 203319532 N 01/01/35 0 9819427 E22/G02 F 332,603.00 ZZ 360 332,271.90 1 6.0000 1994.12 66 5.7500 1994.12 CARSON CITY NV 89703 2 02/16/05 00 0423153758 03 04/01/05 0.0000 0423153758 O 03/01/35 0 9819701 E22/G02 F 70,000.00 ZZ 360 69,933.58 1 6.2500 431.00 56 6.0000 431.00 MIAMI FL 33142 5 02/16/05 00 0423269869 05 04/01/05 0.0000 0423269869 O 03/01/35 0 9819751 E22/G02 F 57,000.00 ZZ 360 56,945.91 1 6.2500 350.96 95 6.0000 350.96 PIERCE CITY MO 65723 5 02/15/05 04 0422989574 05 04/01/05 30.0000 0422989574 O 03/01/35 0 9819823 E22/U57 F 58,320.00 ZZ 360 58,271.01 1 6.8750 383.12 80 6.6250 383.12 SPRINGFIELD MO 65802 1 02/09/05 00 0423080639 05 04/01/05 0.0000 0423080639 O 03/01/35 0 9819985 U85/U57 F 62,000.00 ZZ 360 61,941.18 1 6.2500 381.74 78 6.0000 381.74 MILWAUKEE WI 53216 2 02/03/05 00 0438981011 05 04/01/05 0.0000 90291712 O 03/01/35 0 9819999 U85/U57 F 70,400.00 ZZ 360 70,336.35 1 6.5000 444.98 80 6.2500 444.98 INDIANAPOLIS IN 46203 2 02/17/05 00 0438980567 05 04/01/05 0.0000 TQS233IN O 03/01/35 0 9820019 E82/G02 F 69,000.00 ZZ 360 68,946.18 3 7.2500 470.70 65 7.0000 470.70 ALBANY NY 12210 2 02/18/05 00 0401060827 05 04/01/05 0.0000 0401060827 N 03/01/35 0 9820027 E82/G02 F 314,600.00 ZZ 360 314,294.23 1 6.1250 1911.54 78 5.8750 1911.54 LAKEVILLE MN 55024 2 02/16/05 00 0401067673 05 04/01/05 0.0000 0401067673 O 03/01/35 0 9820089 K60/U56 F 70,300.00 ZZ 360 70,239.48 1 6.7500 455.96 95 6.5000 455.96 LA PORTE TX 77571 1 02/10/05 04 0438979726 09 04/01/05 30.0000 0000100424 N 03/01/35 0 9820281 L14/G02 F 55,000.00 ZZ 360 55,000.00 1 6.3750 292.19 44 6.1250 292.19 HIALEAH FL 33013 1 01/31/05 00 0438979015 01 03/01/05 0.0000 209606051 O 02/01/35 0 9820313 L14/G02 F 316,000.00 ZZ 360 316,000.00 1 5.7500 1514.17 61 5.5000 1514.17 COLORADO SPRINCO 80919 2 01/25/05 00 0438978934 03 03/01/05 0.0000 209508432 O 02/01/35 0 9820647 E22/G02 F 84,000.00 ZZ 360 83,922.20 1 6.3750 524.05 80 6.1250 524.05 SLAUGHTER LA 70777 5 02/17/05 00 0423361344 05 04/01/05 0.0000 0423361344 O 03/01/35 0 9820681 E22/G02 F 81,000.00 ZZ 360 80,928.54 2 6.6250 518.65 90 6.3750 518.65 FARMINGTON NM 87410 1 02/18/05 10 0423403229 05 04/01/05 12.0000 0423403229 N 03/01/35 0 9820723 E22/G02 F 56,800.00 ZZ 360 56,747.39 1 6.3750 354.36 80 6.1250 354.36 SAINT LOUIS MO 63136 5 02/17/05 00 0422966150 05 04/01/05 0.0000 0422966150 O 03/01/35 0 9820757 E22/G02 F 72,800.00 ZZ 360 72,800.00 1 6.3750 386.75 80 6.1250 386.75 BOISE ID 83705 1 02/09/05 00 0423076322 05 04/01/05 0.0000 0423076322 O 03/01/35 0 9820883 E82/G02 F 220,800.00 ZZ 360 220,590.50 1 6.2500 1359.50 94 6.0000 1359.50 WEST BLOOMFIELMI 48323 2 02/19/05 04 0401078589 05 04/01/05 30.0000 0401078589 O 03/01/35 0 9821215 U42/G02 F 72,000.00 ZZ 360 71,933.31 1 6.3750 449.19 90 6.1250 449.19 RINGGOLD GA 30736 1 02/22/05 12 0439017955 05 04/01/05 25.0000 69500039 N 03/01/35 0 9821373 U85/U57 F 74,400.00 ZZ 360 74,332.74 1 6.5000 470.26 80 6.2500 470.26 KANSAS CITY KS 66106 5 02/14/05 00 0438981862 05 04/01/05 0.0000 TQS57 O 03/01/35 0 9821621 313/G02 F 110,400.00 ZZ 360 110,295.24 1 6.2500 679.76 80 6.0000 679.76 CORVALLIS OR 97333 1 02/11/05 00 0439025412 05 04/01/05 0.0000 10523041 N 03/01/35 0 9821623 313/G02 F 69,000.00 ZZ 360 68,874.90 1 6.5000 436.13 57 6.2500 436.13 CRESCENT OR 97733 5 01/31/05 00 0439025495 05 03/01/05 0.0000 10466746 N 02/01/35 0 9821625 313/G02 F 108,000.00 ZZ 360 107,808.89 1 6.6250 691.54 80 6.3750 691.54 MEAD WA 99021 5 02/02/05 00 0439025347 05 03/01/05 0.0000 10523975 O 02/01/35 0 9822243 313/G02 F 388,000.00 ZZ 360 387,613.74 1 6.0000 2326.26 80 5.7500 2326.26 FONTANA CA 92336 5 02/10/05 00 0439011164 05 04/01/05 0.0000 10529535 O 03/01/35 0 9822713 E22/U57 F 376,000.00 T 360 375,668.26 1 6.6250 2407.57 80 6.3750 2407.57 VERO BEACH FL 32963 1 02/24/05 00 0423397066 05 04/01/05 0.0000 0423397066 O 03/01/35 0 9822811 E22/G02 F 90,000.00 ZZ 360 89,914.60 1 6.2500 554.15 90 6.0000 554.15 JOSHUA TX 76058 1 02/24/05 10 0423155696 05 04/01/05 25.0000 0423155696 O 03/01/35 0 9822817 E22/G02 F 35,000.00 TX 360 34,969.87 1 6.7500 227.01 39 6.5000 227.01 SAN ANTONIO TX 78213 5 02/18/05 00 0423160282 05 04/01/05 0.0000 0423160282 O 03/01/35 0 9823061 E82/G02 F 83,500.00 ZZ 360 83,420.78 1 6.2500 514.12 77 6.0000 514.12 ROCKFORD IL 61107 2 02/23/05 00 0401088208 05 04/01/05 0.0000 0401088208 O 03/01/35 0 9823121 E82/G02 F 57,500.00 ZZ 360 57,445.47 1 6.3750 358.73 74 6.1250 358.73 MARTINSVILLE IL 62442 2 02/23/05 00 0401084066 05 04/01/05 0.0000 0401084066 O 03/01/35 0 9824183 Q87/G02 F 50,000.00 ZZ 360 49,907.15 1 6.3750 311.93 77 6.1250 311.93 MOBILE AL 36605 5 02/03/05 00 0438992844 05 03/08/05 0.0000 HOJA03 O 02/08/35 0 9824239 W02/G02 F 50,000.00 ZZ 360 49,949.02 1 5.8750 295.77 36 5.6250 295.77 EAST STROUDSBUPA 18301 5 02/19/05 00 0438986267 05 04/01/05 0.0000 0090097545 O 03/01/35 0 9824263 U05/G02 F 87,200.00 TX 360 87,119.24 1 6.3750 544.01 80 6.1250 544.01 IRVING TX 75060 5 02/17/05 00 0438994675 05 04/01/05 0.0000 3000710891 O 03/01/35 0 9824345 E22/U57 F 267,900.00 ZZ 360 267,657.82 1 6.5000 1693.31 95 6.2500 1693.31 OAKLAND PARK FL 33309 1 02/25/05 01 0423473800 05 04/01/05 30.0000 0423473800 O 03/01/35 0 9824357 E22/U57 F 252,000.00 ZZ 360 251,788.29 1 6.8750 1655.46 80 6.6250 1655.46 DELRAY BEACH FL 33444 5 02/25/05 00 0423512219 05 04/01/05 0.0000 0423512219 N 03/01/35 0 9824493 E22/G02 F 86,750.00 ZZ 360 86,661.55 1 5.8750 513.16 75 5.6250 513.16 PUEBLO CO 81004 1 02/25/05 00 0423303536 05 04/01/05 0.0000 0423303536 O 03/01/35 0 9824601 E22/G02 F 52,500.00 ZZ 360 52,451.38 1 6.3750 327.53 62 6.1250 327.53 KANSAS CITY KS 66106 2 02/25/05 00 0423262328 05 04/01/05 0.0000 0423262328 N 03/01/35 0 9824717 E22/G02 F 65,000.00 ZZ 360 64,939.79 1 6.3750 405.52 33 6.1250 405.52 AVONDALE AZ 85323 1 02/18/05 00 0423059104 03 04/01/05 0.0000 0423059104 O 03/01/35 0 9824753 E22/U57 F 45,000.00 ZZ 360 44,959.32 1 6.5000 284.43 74 6.2500 284.43 CHADBOURN NC 28431 5 02/25/05 00 0423214600 05 04/01/05 0.0000 0423214600 N 03/01/35 0 9824759 E22/G02 F 89,300.00 ZZ 360 89,149.10 1 6.7500 579.20 95 6.5000 579.20 HUNTSVILLE AL 35824 1 02/25/05 04 0423139203 05 04/01/05 35.0000 0423139203 O 03/01/35 0 9824785 E22/G02 F 53,600.00 ZZ 360 53,551.54 1 6.5000 338.79 80 6.2500 338.79 BIRMINGHAM AL 35215 2 02/25/05 00 0423185313 05 04/01/05 0.0000 0423185313 N 03/01/35 0 9824851 E82/G02 F 72,000.00 T 360 71,938.01 1 6.7500 466.99 90 6.5000 466.99 AUGUSTA GA 30904 2 02/28/05 04 0401083274 05 04/01/05 25.0000 0401083274 O 03/01/35 0 9824853 E82/G02 F 54,200.00 ZZ 360 54,147.33 1 6.1250 329.32 66 5.8750 329.32 SAINT LOUIS MO 63136 2 02/24/05 00 0401081039 05 04/01/05 0.0000 0401081039 O 03/01/35 0 9824857 E82/G02 F 90,000.00 ZZ 360 89,920.59 1 6.6250 576.28 95 6.3750 576.28 CANTON OH 44714 2 02/21/05 04 0401080833 05 04/01/05 30.0000 0401080833 O 03/01/35 0 9825043 Y78/G02 F 56,000.00 ZZ 360 55,946.87 1 6.2500 344.80 80 6.0000 344.80 LOUISVILLE KY 40215 2 02/28/05 00 0438995375 05 04/01/05 0.0000 19217599 N 03/01/35 0 9825349 Y78/G02 F 63,200.00 ZZ 360 63,140.04 1 6.2500 389.13 80 6.0000 389.13 LOUISVILLE KY 40215 2 02/28/05 00 0438995474 05 04/01/05 0.0000 19218627 N 03/01/35 0 9826197 E22/U57 F 504,000.00 ZZ 360 503,533.20 2 6.3750 3144.30 80 6.1250 3144.30 ARLINGTON MA 02474 1 02/28/05 00 0423353531 05 04/01/05 0.0000 0423353531 N 03/01/35 0 9826397 E22/U57 F 308,000.00 ZZ 360 307,685.98 1 5.8750 1821.94 80 5.6250 1821.94 MANTECA CA 95337 1 02/18/05 00 0423430529 05 04/01/05 0.0000 0423430529 O 03/01/35 0 9826455 E22/U57 F 55,500.00 ZZ 360 55,452.22 1 6.7500 359.97 75 6.5000 359.97 WELDON NC 27890 1 02/28/05 00 0423483460 05 04/01/05 0.0000 0423483460 N 03/01/35 0 9826491 E22/U57 F 296,000.00 ZZ 360 295,705.33 1 6.0000 1774.67 80 5.7500 1774.67 GLENDALE AZ 85308 5 02/22/05 00 0423007285 03 04/01/05 0.0000 0423007285 O 03/01/35 0 9826501 E22/U57 F 75,000.00 ZZ 360 74,933.83 1 6.6250 480.23 89 6.3750 480.23 CHADWICK MO 65629 5 02/23/05 10 0423026293 05 04/01/05 25.0000 0423026293 O 03/01/35 0 9826521 E22/U57 F 86,400.00 TX 360 86,323.77 1 6.6250 553.23 80 6.3750 553.23 DALLAS TX 75240 5 02/28/05 00 0423071406 05 04/01/05 0.0000 0423071406 N 03/01/35 0 9826553 E22/U57 F 47,500.00 ZZ 360 47,457.06 1 6.5000 300.23 95 6.2500 300.23 WINNIE TX 77665 1 02/28/05 04 0423118124 05 04/01/05 30.0000 0423118124 O 03/01/35 0 9826633 E22/G02 F 81,000.00 ZZ 360 80,926.77 1 6.5000 511.98 65 6.2500 511.98 WINGATE NC 28174 2 02/28/05 00 0423194273 05 04/01/05 0.0000 0423194273 N 03/01/35 0 9826679 E22/G02 F 73,214.00 T 360 73,146.19 1 6.3750 456.76 80 6.1250 456.76 BROWNSVILLE TX 78521 1 02/18/05 00 0423212687 05 04/01/05 0.0000 0423212687 O 03/01/35 0 9826723 E22/G02 F 76,500.00 ZZ 360 76,432.50 1 6.6250 489.84 90 6.3750 489.84 MEMPHIS TN 38108 2 02/22/05 04 0423250273 05 04/01/05 25.0000 0423250273 O 03/01/35 0 9826773 E22/U57 F 83,700.00 ZZ 360 83,631.39 4 7.0000 556.86 90 6.7500 556.86 COLUMBIA SC 29205 1 02/28/05 10 0422923581 05 04/01/05 25.0000 0422923581 O 03/01/35 0 9826873 E22/G02 F 76,000.00 ZZ 360 75,929.61 1 6.3750 474.14 80 6.1250 474.14 TULSA OK 74105 1 02/28/05 00 0423305325 05 04/01/05 0.0000 0423305325 O 03/01/35 0 9826891 E22/G02 F 300,000.00 ZZ 360 299,708.42 1 6.1250 1822.83 75 5.8750 1822.83 GLADE PARK CO 81523 2 02/28/05 00 0423309418 05 04/01/05 0.0000 0423309418 O 03/01/35 0 9826897 E22/U57 F 72,000.00 ZZ 360 71,936.48 1 6.6250 461.02 90 6.3750 461.02 LOUISVILLE KY 40219 5 02/28/05 04 0423311935 05 04/01/05 25.0000 0423311935 N 03/01/35 0 9826949 E22/G02 F 73,570.00 ZZ 360 73,503.49 1 6.5000 465.01 73 6.2500 465.01 ALLEN TX 75002 2 02/28/05 00 0423325281 05 04/01/05 0.0000 0423325281 N 03/01/35 0 9826953 E22/G02 F 65,700.00 ZZ 360 65,642.04 2 6.6250 420.68 90 6.3750 420.68 FORT PIERCE FL 34950 1 02/28/05 10 0423326123 05 04/01/05 25.0000 0423326123 N 03/01/35 0 9826973 E82/G02 F 56,000.00 ZZ 360 56,000.00 1 6.5000 353.96 80 6.2500 353.96 DETROIT MI 48205 2 02/28/05 00 0401082359 05 05/01/05 0.0000 0401082359 N 04/01/35 0 9827283 U85/G02 F 83,600.00 ZZ 360 83,526.24 2 6.6250 535.30 80 6.3750 535.30 MILWAUKEE WI 53208 1 02/25/05 00 0438993032 05 04/01/05 0.0000 TQS67 O 03/01/35 0 9827299 U85/U57 F 54,800.00 ZZ 360 54,750.46 1 6.5000 346.37 80 6.2500 346.37 INDIANAPOLIS IN 46201 1 02/24/05 00 0438995391 05 04/01/05 0.0000 TQS245 O 03/01/35 0 9827473 U45/G02 F 152,250.00 ZZ 360 152,250.00 1 7.3750 935.70 75 7.1250 935.70 LAS VEGAS NV 89115 5 02/18/05 00 0439009358 03 04/01/05 0.0000 500000236 N 03/01/35 0 9827483 A52/G02 F 172,000.00 ZZ 360 171,844.51 1 6.5000 1087.16 89 6.2500 1087.16 CLARKESVILLE GA 30523 5 02/25/05 11 0438997603 05 04/01/05 25.0000 32539 O 03/01/35 0 9827521 E84/G02 F 56,000.00 ZZ 360 55,905.63 1 6.8750 367.88 80 6.6250 367.88 RALEIGH NC 27603 1 01/07/05 00 0439009622 05 03/01/05 0.0000 93012425 N 02/01/35 0 9827561 D03/D03 F 385,000.00 ZZ 360 384,598.03 1 5.7500 2246.76 32 5.5000 2246.76 LOS ALTOS CA 94024 5 02/23/05 00 1040005037 02 04/01/05 0.0000 1040005037 O 03/01/35 0 9827583 U05/G02 F 75,200.00 TX 360 75,096.91 1 6.1250 456.92 74 5.8750 456.92 KERRVILLE TX 78028 5 02/22/05 00 0438995417 05 04/01/05 0.0000 30000712854 O 03/01/35 0 9827663 E22/U57 F 50,000.00 ZZ 240 49,898.04 1 6.5000 372.79 74 6.2500 372.79 SHELBYVILLE KY 40065 5 02/24/05 00 0422955617 05 05/01/05 0.0000 0422955617 O 04/01/25 0 9827691 E22/G02 F 266,250.00 ZZ 360 266,250.00 1 6.5000 1682.88 75 6.2500 1682.88 CONCORD CA 94520 1 02/23/05 00 0423089580 05 05/01/05 0.0000 0423089580 N 04/01/35 0 9827729 E22/U57 F 73,800.00 ZZ 360 73,734.89 1 6.6250 472.55 80 6.3750 472.55 MONTGOMERY AL 36108 1 03/01/05 00 0423198878 05 04/01/05 0.0000 0423198878 O 03/01/35 0 9827739 E22/G02 F 54,000.00 ZZ 360 53,951.18 1 6.5000 341.32 80 6.2500 341.32 LOOMIS NE 68967 1 02/28/05 00 0423226810 05 04/01/05 0.0000 0423226810 O 03/01/35 0 9827871 E22/G02 F 80,000.00 ZZ 360 79,922.24 2 6.1250 486.09 80 5.8750 486.09 NEW ORLEANS LA 70115 5 02/24/05 00 0423363662 05 04/01/05 0.0000 0423363662 O 03/01/35 0 9827929 E22/G02 F 89,100.00 ZZ 360 89,033.88 4 7.5000 623.00 90 7.2500 623.00 SOUTH BEND IN 46617 2 03/01/05 01 0423439041 05 04/01/05 25.0000 0423439041 N 03/01/35 0 9827979 E82/G02 F 210,000.00 ZZ 360 209,800.75 1 6.2500 1293.00 59 6.0000 1293.00 WINTERS CA 95694 2 02/28/05 00 0401065891 05 04/01/05 0.0000 0401065891 N 03/01/35 0 9827981 E82/G02 F 109,000.00 ZZ 360 108,899.04 1 6.3750 680.02 77 6.1250 680.02 TUCSON AZ 85746 2 02/28/05 00 0401073549 03 04/01/05 0.0000 0401073549 N 03/01/35 0 9828321 Q01/G02 F 72,400.00 ZZ 360 72,339.17 1 6.8750 475.62 80 6.6250 475.62 SALT LAKE CITYUT 84111 1 03/01/05 00 0438999823 05 04/01/05 0.0000 251198 N 03/01/35 0 9828401 P27/G02 F 64,500.00 ZZ 360 64,452.14 1 7.5000 450.99 93 7.2500 450.99 NEW PORT RICHEFL 34652 5 02/14/05 14 0439003021 05 04/01/05 30.0000 IA79677 O 03/01/35 0 9828413 N74/G02 F 71,500.00 ZZ 360 71,367.19 2 6.3750 446.07 73 6.1250 446.07 OOLTEWAH TN 37363 2 02/25/05 00 0438996175 05 03/25/05 0.0000 2200003084 N 02/25/35 0 9828471 N74/G02 F 71,500.00 ZZ 360 71,367.19 2 6.3750 446.07 73 6.1250 446.07 OOLETWAH TN 37363 2 02/25/05 00 0438996100 05 03/25/05 0.0000 2200003083 N 02/25/35 0 9828539 E22/G02 F 271,000.00 ZZ 360 270,736.61 2 6.1250 1646.62 80 5.8750 1646.62 BRIDGEPORT CT 06606 5 02/25/05 00 0423440841 05 04/01/05 0.0000 0423440841 O 03/01/35 0 9828623 E22/G02 F 91,350.00 ZZ 360 91,350.00 1 6.5000 577.39 90 6.2500 577.39 AMARILLO TX 79106 1 03/02/05 04 0423078443 05 05/01/05 25.0000 0423078443 O 04/01/35 0 9828639 E22/U57 F 86,070.00 ZZ 360 85,992.19 1 6.5000 544.02 95 6.2500 544.02 GONZALES LA 70737 2 03/02/05 10 0423165083 05 04/01/05 30.0000 0423165083 N 03/01/35 0 9828679 E22/G02 F 90,250.00 ZZ 360 90,187.89 1 7.8750 654.38 95 7.6250 654.38 LEXINGTON OK 73051 5 02/25/05 10 0423237379 05 04/01/05 30.0000 0423237379 O 03/01/35 0 9828689 E22/U57 F 84,800.00 TX 360 84,800.00 1 6.0000 508.42 80 5.7500 508.42 DALLAS TX 75216 5 03/02/05 00 0423255538 05 05/01/05 0.0000 0423255538 N 04/01/35 0 9828711 E22/U57 F 90,000.00 ZZ 360 89,918.64 1 6.5000 568.86 80 6.2500 568.86 SPOKANE WA 99205 1 02/25/05 00 0423284009 05 04/01/05 0.0000 0423284009 O 03/01/35 0 9828751 E22/U57 F 52,000.00 ZZ 360 51,954.12 2 6.6250 332.96 80 6.3750 332.96 MILWAUKEE WI 53208 1 03/02/05 00 0423308162 05 04/01/05 0.0000 0423308162 O 03/01/35 0 9828805 E22/G02 F 85,000.00 ZZ 360 84,921.27 1 6.3750 530.29 80 6.1250 530.29 SAINT LOUIS MO 63135 5 02/25/05 00 0423361989 05 04/01/05 0.0000 0423361989 O 03/01/35 0 9828823 E22/U57 F 74,320.00 ZZ 360 74,247.76 1 6.1250 451.58 80 5.8750 451.58 BATON ROUGE LA 70816 5 02/28/05 00 0423376052 05 04/01/05 0.0000 0423376052 N 03/01/35 0 9829347 Q87/G02 F 86,250.00 ZZ 360 86,175.74 1 6.7500 559.42 75 6.5000 559.42 CLARKSON KY 42726 5 02/23/05 00 0439004144 05 04/01/05 0.0000 MIB002 O 03/01/35 0 9829457 X62/G02 F 210,200.00 ZZ 360 210,200.00 1 5.9900 1049.25 80 5.7400 1049.25 GIG HARBOR WA 98335 1 01/26/05 00 0439001371 03 03/01/05 0.0000 10502386 O 02/01/35 0 9829569 742/G02 F 246,000.00 ZZ 360 245,766.59 3 6.2500 1514.66 73 6.0000 1514.66 BEACON NY 12508 5 02/23/05 00 0439003435 05 04/01/05 0.0000 10674794 O 03/01/35 0 9829577 Q14/G02 F 61,100.00 ZZ 360 61,048.67 1 6.8750 401.38 78 6.6250 401.38 VINTON IA 52349 5 02/25/05 00 0439005851 05 04/01/05 0.0000 0000524918 O 03/01/35 0 9829591 Y60/G02 F 252,800.00 ZZ 360 252,560.14 1 6.2500 1556.53 79 6.0000 1556.53 ROSWELL GA 30076 5 02/25/05 00 0439006818 05 04/02/05 0.0000 001708208 O 03/02/35 0 9829603 P01/G02 F 85,000.00 ZZ 300 84,881.99 2 6.2500 560.72 70 6.0000 560.72 ALBANY NY 12209 5 02/17/05 00 0439002593 05 04/01/05 0.0000 05000115 N 03/01/30 0 9829613 S27/G02 F 188,000.00 ZZ 360 187,817.27 1 6.1250 1142.31 80 5.8750 1142.31 MIAMI FL 33162 5 02/25/05 00 0439000555 05 04/01/05 0.0000 1010040086 O 03/01/35 0 9829959 E22/G02 F 117,600.00 ZZ 360 117,600.00 1 5.8750 575.75 80 5.6250 575.75 ARVADA CO 80003 2 03/03/05 00 0423039460 01 05/01/05 0.0000 0423039460 N 04/01/35 0 9829993 E22/U57 F 236,480.00 ZZ 360 236,480.00 1 5.8750 1398.87 80 5.6250 1398.87 SPOKANE VALLEYWA 99216 1 03/02/05 00 0423198597 05 05/01/05 0.0000 0423198597 O 04/01/35 0 9830089 E22/G02 F 76,050.00 ZZ 360 76,050.00 1 6.2500 468.25 90 6.0000 468.25 LUGOFF SC 29078 1 03/03/05 04 0423353382 05 05/01/05 25.0000 0423353382 N 04/01/35 0 9830101 E22/U57 F 83,200.00 ZZ 360 83,119.14 1 6.1250 505.53 80 5.8750 505.53 BATON ROUGE LA 70817 5 02/28/05 00 0423377753 05 04/01/05 0.0000 0423377753 N 03/01/35 0 9830127 E22/U57 F 60,000.00 TX 360 59,525.00 1 6.5000 379.24 69 6.2500 379.24 WATAUGA TX 76148 5 03/03/05 00 0423441682 05 04/01/05 0.0000 0423441682 N 03/01/35 0 9830169 E22/G02 F 75,600.00 ZZ 360 75,600.00 1 6.0000 453.26 70 5.7500 453.26 SAINT GEORGE UT 84790 1 03/03/05 00 0423515287 05 05/01/05 0.0000 0423515287 N 04/01/35 0 9830175 E22/U57 F 476,000.00 ZZ 360 475,526.14 1 6.0000 2853.86 80 5.7500 2853.86 CORAL SPRINGS FL 33071 1 03/03/05 00 0423537281 03 04/01/05 0.0000 0423537281 O 03/01/35 0 9830971 X89/G02 F 99,600.00 ZZ 360 99,516.32 1 6.8750 654.31 80 6.6250 654.31 NEWPORT NC 28570 5 02/21/05 00 0439007667 05 04/01/05 0.0000 2081485 O 03/01/35 0 9831651 A52/G02 F 313,980.00 ZZ 360 313,980.00 1 6.3750 1958.83 80 6.1250 1958.83 ATLANTA GA 30305 1 03/02/05 00 0438999963 06 05/01/05 0.0000 32642 O 04/01/35 0 9832077 A50/U57 F 187,000.00 ZZ 360 186,626.75 1 6.0000 1121.16 95 5.7500 1121.16 CRESTVIEW FL 32536 5 01/14/05 01 0439007386 05 03/01/05 30.0000 02181378 O 02/01/35 0 9832103 E82/G02 F 73,700.00 ZZ 360 73,700.00 2 6.5000 465.83 90 6.2500 465.83 OLD TOWN ME 04468 2 03/02/05 04 0401090410 05 05/01/05 25.0000 0401090410 O 04/01/35 0 9832107 E82/G02 F 79,800.00 ZZ 360 79,800.00 1 6.7500 517.58 54 6.5000 517.58 KING CITY OR 97224 2 03/03/05 00 0401084082 03 05/01/05 0.0000 0401084082 N 04/01/35 0 9832173 E22/G02 F 74,400.00 ZZ 360 74,400.00 4 6.5000 470.26 80 6.2500 470.26 KOKOMO IN 46901 1 03/04/05 00 0423491737 05 05/01/05 0.0000 0423491737 N 04/01/35 0 9832189 E22/G02 F 47,920.00 ZZ 360 47,920.00 1 6.6250 306.84 80 6.3750 306.84 AVA MO 65608 1 03/04/05 00 0423526938 05 05/01/05 0.0000 0423526938 O 04/01/35 0 9832229 E22/G02 F 90,000.00 ZZ 360 90,000.00 4 6.8750 591.24 75 6.6250 591.24 BLASDEL NY 14219 2 03/04/05 00 0423021302 05 05/01/05 0.0000 0423021302 N 04/01/35 0 9832253 E22/G02 F 90,000.00 ZZ 360 90,000.00 4 6.8750 591.24 75 6.6250 591.24 BLASDELL NY 14219 2 03/04/05 00 0423096783 05 05/01/05 0.0000 0423096783 N 04/01/35 0 9832281 E22/G02 F 73,000.00 ZZ 360 72,934.01 1 6.5000 461.41 49 6.2500 461.41 LAGRANGEVILLE NY 12540 5 02/17/05 00 0423150481 01 04/01/05 0.0000 0423150481 O 03/01/35 0 9832305 E22/U57 F 209,600.00 ZZ 360 209,391.34 1 6.0000 1256.66 80 5.7500 1256.66 GAITHERSBURG MD 20886 5 02/28/05 00 0423206812 09 04/01/05 0.0000 0423206812 O 03/01/35 0 9832325 E22/G02 F 110,500.00 ZZ 360 110,500.00 1 5.7500 644.85 84 5.5000 644.85 VINEMONT AL 35179 5 02/28/05 04 0423229707 05 05/01/05 12.0000 0423229707 O 04/01/35 0 9832373 E22/U57 F 229,000.00 ZZ 360 229,000.00 1 6.2500 1409.99 77 6.0000 1409.99 COON RAPIDS MN 55433 2 03/04/05 00 0423277722 05 05/01/05 0.0000 0423277722 N 04/01/35 0 9832403 E22/G02 F 90,000.00 ZZ 360 89,914.60 1 6.2500 554.15 72 6.0000 554.15 MILWAUKEE WI 53213 5 02/28/05 00 0423321157 05 04/01/05 0.0000 0423321157 O 03/01/35 0 9832427 E22/G02 F 51,300.00 ZZ 360 51,260.96 1 7.3750 354.32 90 7.1250 354.32 SAINT LOUIS MO 63120 5 02/28/05 10 0423340280 05 04/01/05 25.0000 0423340280 O 03/01/35 0 9832453 E22/G02 F 45,000.00 ZZ 360 45,000.00 1 6.3750 239.06 74 6.1250 239.06 PENSACOLA FL 32505 2 03/04/05 00 0423361203 05 04/01/05 0.0000 0423361203 N 03/01/35 0 9832465 E22/G02 F 28,500.00 ZZ 360 28,500.00 1 7.7500 204.18 75 7.5000 204.18 LOUISIANA MO 63353 5 03/04/05 00 0423368158 05 05/01/05 0.0000 0423368158 N 04/01/35 0 9832467 E22/G02 F 38,000.00 ZZ 360 38,000.00 1 7.2500 259.23 95 7.0000 259.23 DALLAS TX 75243 1 03/03/05 10 0423368224 01 05/01/05 30.0000 0423368224 O 04/01/35 0 9832531 E22/G02 F 82,800.00 ZZ 360 82,725.15 1 6.5000 523.35 90 6.2500 523.35 LARGO FL 33778 1 03/04/05 10 0423431840 05 04/01/05 30.0000 0423431840 O 03/01/35 0 9832533 E22/U57 F 66,500.00 ZZ 360 66,500.00 1 6.3750 414.87 74 6.1250 414.87 CINCINNATI OH 45251 5 03/04/05 00 0423432210 05 05/01/05 0.0000 0423432210 N 04/01/35 0 9832537 E22/U57 F 90,800.00 ZZ 360 90,715.91 1 6.3750 566.47 80 6.1250 566.47 CLINTON MO 64735 1 03/04/05 00 0423437722 05 04/01/05 0.0000 0423437722 O 03/01/35 0 9833395 E22/G02 F 347,500.00 ZZ 360 347,500.00 1 6.3750 2167.95 75 6.1250 2167.95 DELHI CA 95315 5 02/28/05 00 0423485952 05 05/01/05 0.0000 0423485952 O 04/01/35 0 9833429 E22/G02 F 57,000.00 ZZ 360 57,000.00 1 7.2500 344.38 75 7.0000 344.38 COVINGTON TN 38019 5 03/07/05 00 0423521483 05 04/01/05 0.0000 0423521483 N 03/01/35 0 9833455 E22/U57 F 70,400.00 ZZ 360 70,345.08 1 7.2500 480.25 80 7.0000 480.25 ROSSVILLE GA 30741 1 03/07/05 00 0423466820 05 04/01/05 0.0000 0423466820 O 03/01/35 0 9833477 E22/G02 F 86,400.00 ZZ 360 86,400.00 2 6.2500 450.00 80 6.0000 450.00 HAMPTON GA 30228 1 03/07/05 00 0423429513 05 04/01/05 0.0000 0423429513 N 03/01/35 0 9833479 E22/G02 F 86,400.00 ZZ 360 86,400.00 2 6.2500 450.00 80 6.0000 450.00 HAMPTON GA 30228 1 03/07/05 00 0423429935 05 04/01/05 0.0000 0423429935 N 03/01/35 0 9833481 E22/G02 F 86,400.00 ZZ 360 86,400.00 2 6.2500 450.00 80 6.0000 450.00 HAMPTON GA 30228 1 03/07/05 00 0423430131 05 04/01/05 0.0000 0423430131 N 03/01/35 0 9833485 E22/U57 F 59,850.00 ZZ 360 59,797.19 1 6.6250 383.23 90 6.3750 383.23 BOLTON MS 39041 5 03/02/05 10 0423432517 05 04/01/05 25.0000 0423432517 O 03/01/35 0 9833497 E22/G02 F 86,500.00 ZZ 240 86,500.00 1 6.7500 657.71 76 6.5000 657.71 HOUSTON TX 77099 2 03/02/05 00 0423438977 03 05/01/05 0.0000 0423438977 O 04/01/25 0 9833517 E22/G02 F 77,859.00 ZZ 360 77,859.00 2 6.5000 492.12 90 6.2500 492.12 PUEBLO CO 81008 1 03/08/04 04 0423401231 05 05/01/05 25.0000 0423401231 N 04/01/35 0 9833535 E22/G02 F 232,000.00 ZZ 360 232,000.00 1 6.2500 1208.33 80 6.0000 1208.33 MESQUITE NV 89027 5 03/01/05 00 0423390590 03 05/01/05 0.0000 0423390590 O 04/01/35 0 9833537 E22/G02 F 145,600.00 TX 360 145,471.54 1 6.6250 932.29 80 6.3750 932.29 PFLUGERVILLE TX 78660 5 03/01/05 00 0423415678 05 04/01/05 0.0000 0423415678 O 03/01/35 0 9833585 E22/G02 F 164,000.00 ZZ 360 163,858.80 1 6.7500 1063.70 80 6.5000 1063.70 PORTLAND OR 97266 2 02/28/05 00 0423345149 05 04/01/05 0.0000 0423345149 O 03/01/35 0 9833605 E22/U57 F 90,000.00 ZZ 360 90,000.00 1 6.7500 583.74 90 6.5000 583.74 CLINTON MS 39056 5 03/07/05 04 0423355577 05 05/01/05 25.0000 0423355577 N 04/01/35 0 9833623 E22/G02 F 264,000.00 ZZ 360 264,000.00 1 5.8750 1292.50 80 5.6250 1292.50 LIVERMORE CO 80536 5 03/02/05 00 0423328996 03 05/01/05 0.0000 0423328996 O 04/01/35 0 9833625 E22/G02 F 333,000.00 ZZ 360 333,000.00 4 6.5000 2104.79 90 6.2500 2104.79 ANCHORAGE AK 99504 1 03/01/05 04 0423329176 05 05/01/05 25.0000 0423329176 N 04/01/35 0 9833633 E22/U57 F 80,750.00 ZZ 360 80,750.00 1 7.2500 550.86 95 7.0000 550.86 KALAMAZOO MI 49048 1 03/07/05 04 0423331354 05 05/01/05 30.0000 0423331354 O 04/01/35 0 9833637 E22/G02 F 87,000.00 ZZ 360 87,000.00 1 6.7500 564.28 75 6.5000 564.28 MC VEYTOWN PA 17051 1 03/07/05 00 0423332758 05 05/01/05 0.0000 0423332758 N 04/01/35 0 9833649 E22/G02 F 84,000.00 ZZ 360 84,000.00 1 6.2500 517.20 64 6.0000 517.20 VIRGINIA BEACHVA 23464 2 03/07/05 00 0423339308 07 05/01/05 0.0000 0423339308 N 04/01/35 0 9833689 E22/G02 F 203,920.00 ZZ 360 203,717.00 1 6.0000 1222.60 80 5.7500 1222.60 SANDY UT 84092 1 02/28/05 00 0423318658 05 04/01/05 0.0000 0423318658 O 03/01/35 0 9833699 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.5000 632.07 88 6.2500 632.07 DOLOMITE AL 35061 5 03/02/05 10 0423244334 05 05/01/05 25.0000 0423244334 O 04/01/35 0 9833707 E22/G02 F 73,500.00 ZZ 360 73,375.16 1 6.1250 446.59 73 5.8750 446.59 SANDUSKY OH 44870 2 03/01/05 00 0423255769 01 04/01/05 0.0000 0423255769 O 03/01/35 0 9833713 E22/G02 F 204,000.00 ZZ 360 204,000.00 1 6.2500 1062.50 80 6.0000 1062.50 NORTH PROVIDENRI 02911 5 03/01/05 00 0423268077 05 05/01/05 0.0000 0423268077 O 04/01/35 0 9833763 E22/G02 F 68,800.00 TX 360 68,800.00 1 6.3750 429.22 80 6.1250 429.22 SEAGOVILLE TX 75159 5 03/02/05 00 0423234236 05 05/01/05 0.0000 0423234236 O 04/01/35 0 9833765 E22/G02 F 332,800.00 ZZ 360 332,800.00 1 6.5000 2103.52 80 6.2500 2103.52 AULT CO 80610 5 03/02/05 00 0423236892 05 05/01/05 0.0000 0423236892 O 04/01/35 0 9833787 E22/G02 F 327,800.00 ZZ 360 327,473.67 2 6.0000 1965.33 80 5.7500 1965.33 ELIZABETH NJ 07206 5 03/02/05 00 0423147602 05 04/01/05 0.0000 0423147602 O 03/01/35 0 9833847 E22/U57 F 244,000.00 ZZ 360 244,000.00 1 6.0000 1462.90 80 5.7500 1462.90 OKLAHOMA CITY OK 73139 5 03/02/05 00 0423102797 05 05/01/05 0.0000 0423102797 O 04/01/35 0 9833849 E22/G02 F 224,000.00 ZZ 360 223,800.00 1 6.0000 1120.00 80 5.7500 1120.00 MARGATE FL 33063 5 03/02/05 00 0422921957 05 04/01/05 0.0000 0422921957 O 03/01/35 0 9833875 E82/G02 F 162,700.00 ZZ 360 162,700.00 1 6.0000 975.47 63 5.7500 975.47 CALIFORNIA MD 20619 2 03/04/05 00 0401084397 05 05/01/05 0.0000 0401084397 O 04/01/35 0 9833881 E82/G02 F 149,500.00 ZZ 360 149,500.00 1 6.3750 932.69 86 6.1250 932.69 FLORENCE AL 35630 2 03/04/05 04 0401090824 05 05/01/05 25.0000 0401090824 O 04/01/35 0 9835459 N74/G02 F 71,235.00 ZZ 360 71,183.44 1 7.6250 504.20 90 7.3750 504.20 JACKSONVILLE NC 28540 1 02/25/05 10 0439005331 05 04/01/05 25.0000 2200003089 N 03/01/35 0 9835475 P44/G02 F 255,000.00 ZZ 360 254,900.00 1 6.1250 1301.56 70 5.8750 1301.56 MASHPEE MA 02649 5 02/22/05 00 0439007485 05 04/01/05 0.0000 0502010004 O 03/01/35 0 9835569 U85/G02 F 84,000.00 ZZ 360 84,000.00 1 6.1250 510.39 80 5.8750 510.39 GENESEO IL 61254 2 03/03/05 00 0439004920 05 05/01/05 0.0000 TQSREDELL1 O 04/01/35 0 9835943 E22/U57 F 90,250.00 ZZ 360 90,250.00 1 7.0000 600.44 95 6.7500 600.44 VERO BEACH FL 32962 1 03/04/05 10 0423340116 05 05/01/05 30.0000 0423340116 N 04/01/35 0 9835945 E22/G02 F 157,700.00 ZZ 360 157,567.51 1 6.8750 1035.98 95 6.6250 1035.98 LITTLE ROCK AR 72207 2 02/11/05 04 0423158807 05 04/01/05 30.0000 0423158807 O 03/01/35 0 9835949 E22/U57 F 468,000.00 ZZ 360 468,000.00 1 6.2500 2881.56 80 6.0000 2881.56 ADAMSTOWN MD 21710 2 03/02/05 00 0423185834 05 05/01/05 0.0000 0423185834 O 04/01/35 0 9835965 E22/G02 F 186,000.00 ZZ 360 186,000.00 1 6.6250 1026.88 76 6.3750 1026.88 BRADENTON FL 34209 5 03/08/05 00 0423245935 05 05/01/05 0.0000 0423245935 N 04/01/35 0 9835993 E22/G02 F 60,800.00 ZZ 360 60,746.36 1 6.6250 389.31 95 6.3750 389.31 BRUNSWICK GA 31525 1 02/16/05 04 0422921999 05 04/01/05 30.0000 0422921999 O 03/01/35 0 9835999 E22/G02 F 50,000.00 ZZ 360 50,000.00 1 6.2500 307.86 67 6.0000 307.86 MISHAWAKA IN 46544 5 03/03/05 00 0423059500 05 05/01/05 0.0000 0423059500 O 04/01/35 0 9836003 E22/G02 F 52,200.00 ZZ 360 52,200.00 1 6.7500 338.57 100 6.5000 338.57 FORT MILL SC 29715 1 03/08/05 01 0423075472 08 05/01/05 35.0000 0423075472 O 04/01/35 0 9836031 E22/G02 F 39,000.00 ZZ 360 39,000.00 1 6.0000 233.82 46 5.7500 233.82 SAN ANTONIO TX 78251 2 03/07/05 00 0423357946 05 05/01/05 0.0000 0423357946 N 04/01/35 0 9836037 E22/G02 F 35,700.00 ZZ 360 35,700.00 1 6.0000 214.04 41 5.7500 214.04 SAN ANTONIO TX 78250 2 03/07/05 00 0423358035 03 05/01/05 0.0000 0423358035 N 04/01/35 0 9836045 E22/G02 F 36,700.00 ZZ 360 36,700.00 1 6.0000 220.04 43 5.7500 220.04 SAN ANTONIO TX 78245 2 03/07/05 00 0423358134 05 05/01/05 0.0000 0423358134 N 04/01/35 0 9836091 E22/G02 F 65,750.00 ZZ 360 65,750.00 1 6.7500 426.45 89 6.5000 426.45 GREENVILLE NC 27858 2 03/08/05 04 0423384866 07 05/01/05 25.0000 0423384866 N 04/01/35 0 9836113 E22/G02 F 83,170.00 ZZ 360 83,170.00 1 6.5000 525.69 95 6.2500 525.69 KAWKAWLIN MI 48631 1 03/08/05 04 0423413327 05 05/01/05 30.0000 0423413327 O 04/01/35 0 9836153 E22/G02 F 70,000.00 ZZ 360 70,000.00 1 5.8750 414.08 46 5.6250 414.08 TAMPA FL 33625 5 03/03/05 00 0423460922 05 05/01/05 0.0000 0423460922 O 04/01/35 0 9836163 E22/G02 F 179,550.00 ZZ 360 179,550.00 1 6.5000 1134.88 95 6.2500 1134.88 DIAMONDHEAD MS 39525 1 03/08/05 10 0423465061 03 05/01/05 35.0000 0423465061 O 04/01/35 0 9836167 E22/G02 F 196,000.00 ZZ 360 196,000.00 1 6.3750 1222.79 80 6.1250 1222.79 STOCKTON CA 95205 5 02/25/05 00 0423466911 05 05/01/05 0.0000 0423466911 O 04/01/35 0 9836171 E22/G02 F 298,000.00 ZZ 360 298,000.00 1 6.0000 1786.66 80 5.7500 1786.66 SALT LAKE CITYUT 84121 1 03/03/05 00 0423467729 01 05/01/05 0.0000 0423467729 N 04/01/35 0 9836207 E22/G02 F 314,250.00 ZZ 360 314,250.00 1 6.5000 1986.27 75 6.2500 1986.27 SACRAMENTO CA 95831 1 03/02/05 00 0423530773 05 05/01/05 0.0000 0423530773 N 04/01/35 0 9836211 E22/G02 F 65,000.00 ZZ 360 65,000.00 1 6.5000 410.84 78 6.2500 410.84 FAIRFIELD AL 35064 2 03/08/05 00 0423536796 05 05/01/05 0.0000 0423536796 N 04/01/35 0 9836973 Y69/G02 F 107,550.00 ZZ 360 107,461.84 1 7.0000 715.53 90 6.7500 715.53 LAS CRUCES NM 88005 1 02/01/05 14 0439050923 05 04/01/05 25.0000 3010024428 N 03/01/35 0 9837095 N74/U57 F 69,750.00 ZZ 360 69,685.40 1 6.3750 435.15 90 6.1250 435.15 DANVILLE VA 24541 1 03/01/05 01 0439018060 05 04/01/05 25.0000 2200003106 N 03/01/35 0 9837097 356/G02 F 382,000.00 ZZ 360 381,628.71 1 6.1250 2321.08 62 5.8750 2321.08 PITTSBURG CA 94565 5 02/15/05 00 0439071010 05 04/01/05 0.0000 29177169 O 03/01/35 0 9837113 T76/U56 F 70,000.00 ZZ 360 70,000.00 1 6.6500 449.38 67 6.4000 449.38 MERRILLVILLE IN 46410 5 03/03/05 00 0439020843 05 05/01/05 0.0000 90312683 N 04/01/35 0 9837279 U85/G02 F 168,800.00 ZZ 360 168,800.00 1 6.2500 1039.33 80 6.0000 1039.33 COON RAPIDS MN 55448 2 03/04/05 00 0439021338 05 05/01/05 0.0000 HANSENBETHMN O 04/01/35 0 9837309 N74/G02 F 80,000.00 ZZ 360 79,924.10 1 6.2500 492.57 80 6.0000 492.57 CONCORD NC 28027 5 03/01/05 00 0439021841 05 04/07/05 0.0000 2200003101 O 03/07/35 0 9837327 N74/G02 F 232,000.00 ZZ 300 231,658.73 1 5.8750 1477.10 80 5.6250 1477.10 VIRGINIA BEACHVA 23456 5 02/25/05 00 0439010661 03 04/02/05 0.0000 0035922010 O 03/02/30 0 9837387 Q14/U57 F 68,000.00 ZZ 360 67,937.02 1 6.3750 424.23 80 6.1250 424.23 BUFFALO IA 52728 5 02/28/05 00 0439011297 05 04/01/05 0.0000 00005-24854 O 03/01/35 0 9837821 E22/U57 F 650,000.00 ZZ 360 650,000.00 2 6.5000 4108.44 79 6.2500 4108.44 SHIP BOTTOM NJ 08008 1 03/09/05 00 0423025683 05 05/01/05 0.0000 0423025683 N 04/01/35 0 9837843 E22/U57 F 88,000.00 ZZ 360 88,000.00 1 6.7500 570.77 80 6.5000 570.77 LOUISVILLE KY 40272 5 03/04/05 00 0423303635 05 05/01/05 0.0000 0423303635 O 04/01/35 0 9837849 E22/G02 F 272,000.00 ZZ 360 272,000.00 2 6.5000 1719.23 80 6.2500 1719.23 ISLIP NY 11751 5 03/09/05 00 0423307578 05 05/01/05 0.0000 0423307578 N 04/01/35 0 9837885 E22/G02 F 152,000.00 ZZ 360 151,855.78 1 6.2500 935.89 80 6.0000 935.89 GARDENDALE AL 35071 5 03/04/05 00 0423326891 05 04/01/05 0.0000 0423326891 O 03/01/35 0 9837907 E22/G02 F 111,600.00 ZZ 360 111,600.00 1 6.3750 696.24 90 6.1250 696.24 CHARLOTTE NC 28214 2 03/02/05 10 0423353697 05 05/01/05 25.0000 0423353697 N 04/01/35 0 9837931 E22/G02 F 95,000.00 ZZ 360 95,000.00 1 6.2500 584.93 84 6.0000 584.93 LANSING MI 48906 5 03/04/05 04 0423178946 05 05/01/05 12.0000 0423178946 O 04/01/35 0 9837951 E22/U57 F 73,600.00 TX 240 73,600.00 1 6.7500 559.63 80 6.5000 559.63 SILSBEE TX 77656 5 03/02/05 00 0423211093 05 05/01/05 0.0000 0423211093 O 04/01/25 0 9837957 E22/G02 F 240,000.00 ZZ 360 240,000.00 1 6.1250 1458.27 78 5.8750 1458.27 TIMNATH CO 80547 5 03/04/05 00 0423218734 05 05/01/05 0.0000 0423218734 O 04/01/35 0 9838005 E22/G02 F 82,800.00 ZZ 360 82,800.00 1 6.3750 439.88 90 6.1250 439.88 PINEVILLE NC 28134 1 03/09/05 04 0423360916 05 05/01/05 25.0000 0423360916 N 04/01/35 0 9838013 E22/G02 F 352,100.00 ZZ 360 352,100.00 3 5.8750 1723.82 70 5.6250 1723.82 EVANSTON IL 60202 5 03/04/05 00 0423363795 05 05/01/05 0.0000 0423363795 O 04/01/35 0 9838017 E22/G02 F 172,000.00 ZZ 360 172,000.00 1 6.5000 1087.16 80 6.2500 1087.16 CHESTERLAND OH 44026 5 03/04/05 00 0423368174 05 05/01/05 0.0000 0423368174 O 04/01/35 0 9838039 E22/G02 F 250,000.00 ZZ 360 250,000.00 1 6.1250 1519.03 63 5.8750 1519.03 SAN JOSE CA 95110 5 03/01/05 00 0423385319 05 05/01/05 0.0000 0423385319 O 04/01/35 0 9838063 E22/U57 F 90,000.00 ZZ 240 90,000.00 1 6.5000 671.02 79 6.2500 671.02 SAN JUAN TX 78589 1 03/09/05 00 0423409424 05 05/01/05 0.0000 0423409424 O 04/01/25 0 9838069 E22/U57 F 76,500.00 ZZ 360 76,500.00 1 6.6250 489.84 85 6.3750 489.84 TULSA OK 74129 2 03/09/05 04 0423413418 05 05/01/05 20.0000 0423413418 N 04/01/35 0 9838101 E22/G02 F 90,000.00 ZZ 360 89,918.64 1 6.5000 568.86 68 6.2500 568.86 SANDPOINT ID 83860 5 02/25/05 00 0423445337 05 04/01/05 0.0000 0423445337 N 03/01/35 0 9838111 E22/G02 F 72,000.00 ZZ 360 71,928.32 1 6.0000 431.68 80 5.7500 431.68 MADISON AL 35758 1 03/09/05 00 0423453257 05 04/01/05 0.0000 0423453257 N 03/01/35 0 9838117 E22/G02 F 247,600.00 ZZ 360 247,600.00 4 6.6250 1366.96 80 6.3750 1366.96 WOONSOCKET RI 02895 1 03/09/05 00 0423460823 05 05/01/05 0.0000 0423460823 N 04/01/35 0 9838123 E22/G02 F 84,720.00 ZZ 360 84,720.00 1 6.1250 514.77 80 5.8750 514.77 DETROIT MI 48227 1 03/09/05 00 0423462308 05 05/01/05 0.0000 0423462308 O 04/01/35 0 9838141 E22/U57 F 58,650.00 ZZ 360 58,650.00 1 7.0000 390.20 85 6.7500 390.20 SOUTH BEND IN 46628 1 03/09/05 04 0423478957 05 05/01/05 20.0000 0423478957 N 04/01/35 0 9838201 E22/G02 F 88,650.00 ZZ 360 88,650.00 1 6.6250 567.64 90 6.3750 567.64 PASADENA TX 77504 1 03/08/05 04 0423567312 05 05/01/05 25.0000 0423567312 N 04/01/35 0 9838223 E82/G02 F 154,000.00 ZZ 360 154,000.00 1 6.2500 948.20 79 6.0000 948.20 PEMBROKE PINESFL 33025 2 03/07/05 00 0401084884 03 05/01/05 0.0000 0401084884 O 04/01/35 0 9838239 E82/G02 F 86,300.00 ZZ 360 86,300.00 1 6.1250 524.37 31 5.8750 524.37 MIAMI FL 33173 2 03/07/05 00 0401097407 05 05/01/05 0.0000 0401097407 O 04/01/35 0 9838251 E82/G02 F 108,000.00 ZZ 360 108,000.00 1 6.2500 664.97 90 6.0000 664.97 SWEET HOME OR 97386 2 03/10/05 04 0401073515 03 05/01/05 25.0000 0401073515 N 04/01/35 0 9838377 Y69/G02 F 102,500.00 ZZ 360 102,392.98 1 5.7500 598.17 65 5.5000 598.17 ATLANTA GA 30316 5 02/28/05 00 0439055104 05 04/01/05 0.0000 5010020986 N 03/01/35 0 9838381 Y69/G02 F 119,000.00 ZZ 360 118,889.78 1 6.3750 742.41 50 6.1250 742.41 RIO DELL CA 95562 5 02/03/05 00 0439051426 05 04/01/05 0.0000 1040024411 N 03/01/35 0 9838385 Y69/G02 F 175,000.00 ZZ 360 174,837.91 1 6.3750 1091.78 90 6.1250 1091.78 PRESCOTT AZ 86303 1 02/04/05 12 0439052861 05 04/01/05 25.0000 1010024404 N 03/01/35 0 9838389 Y69/G02 F 545,300.00 ZZ 360 544,744.04 1 5.8750 3225.66 80 5.6250 3225.66 SAN LEANDRO CA 94577 2 02/02/05 00 0439010620 05 04/01/05 0.0000 1040024513 O 03/01/35 0 9838397 Y69/G02 F 160,000.00 ZZ 360 159,657.08 1 5.6250 921.06 48 5.3750 921.06 LATHROP CA 95330 5 01/25/05 00 0439010711 05 03/01/05 0.0000 1020024396 N 02/01/35 0 9838399 Y69/G02 F 272,000.00 ZZ 360 271,741.91 1 6.2500 1674.76 80 6.0000 1674.76 DOUGLASVILLE GA 30135 2 02/09/05 00 0439051517 03 04/01/05 0.0000 5010024190 O 03/01/35 0 9838417 Y69/G02 F 172,000.00 ZZ 360 171,844.51 1 6.5000 1087.16 80 6.2500 1087.16 PAYSON AZ 85541 1 02/23/05 00 0439051533 05 04/01/05 0.0000 1010026913 N 03/01/35 0 9838449 Y69/G02 F 267,000.00 ZZ 360 266,727.78 1 5.8750 1579.41 74 5.6250 1579.41 BOERNE TX 78006 2 02/17/05 00 0439051210 05 04/01/05 0.0000 3010026399 O 03/01/35 0 9838459 Y69/G02 F 271,200.00 ZZ 360 270,916.85 1 5.7500 1582.65 80 5.5000 1582.65 DENVER CO 80206 1 02/15/05 00 0439017435 05 04/01/05 0.0000 3030024718 O 03/01/35 0 9838471 Y69/G02 F 200,000.00 ZZ 360 199,796.09 1 5.8750 1183.08 79 5.6250 1183.08 SACRAMENTO CA 95838 5 02/15/05 00 0439049222 05 04/01/05 0.0000 1020026026 O 03/01/35 0 9838479 E82/G02 F 113,600.00 ZZ 360 113,600.00 1 6.2500 699.45 80 6.0000 699.45 SALEM OR 97304 2 03/02/05 00 0401073010 05 05/01/05 0.0000 0401073010 N 04/01/35 0 9838797 588/G02 F 512,000.00 ZZ 360 511,478.00 1 5.8750 3028.67 80 5.6250 3028.67 ABINGTON TOWNSPA 19046 1 02/25/05 00 0439021676 05 04/01/05 0.0000 1144530 O 03/01/35 0 9838917 A52/G02 F 265,000.00 ZZ 360 265,000.00 1 6.7500 1718.78 85 6.5000 1718.78 MCDONOUGH GA 30252 5 03/10/05 11 0439020744 03 05/01/05 12.0000 32719 O 04/01/35 0 9838919 P44/U57 F 284,000.00 ZZ 360 284,000.00 1 6.5000 1795.07 80 6.2500 1795.07 MASHPEE MA 02649 5 03/04/05 00 0439020678 05 05/01/05 0.0000 0502230003 O 04/01/35 0 9838979 E47/G02 F 84,000.00 TX 360 83,914.36 1 5.8750 496.89 79 5.6250 496.89 SAN ANTONIO TX 78249 5 02/23/05 00 0439092495 03 04/01/05 0.0000 7362010555 O 03/01/35 0 9839351 E22/G02 F 45,000.00 ZZ 360 45,000.00 1 6.5000 243.75 71 6.2500 243.75 PENSACOLA FL 32507 2 03/10/05 00 0423570357 05 05/01/05 0.0000 0423570357 N 04/01/35 0 9839405 E22/G02 F 72,000.00 ZZ 360 72,000.00 1 6.7500 466.99 80 6.5000 466.99 FORT WORTH TX 76133 2 03/10/05 00 0423549039 05 05/01/05 0.0000 0423549039 N 04/01/35 0 9839469 E22/G02 F 75,200.00 ZZ 240 75,034.82 1 5.8750 533.35 80 5.6250 533.35 NORTH LITTLE RAR 72116 1 02/22/05 00 0423416007 05 04/01/05 0.0000 0423416007 N 03/01/25 0 9839485 E22/U57 F 57,600.00 ZZ 360 57,600.00 1 6.5000 364.07 80 6.2500 364.07 OAK RIDGE TN 37830 1 03/10/05 00 0423430552 09 05/01/05 0.0000 0423430552 O 04/01/35 0 9839491 E22/G02 F 83,120.00 ZZ 360 83,120.00 1 5.8750 491.69 80 5.6250 491.69 ALBUQUERQUE NM 87113 1 03/10/05 00 0423299361 01 05/01/05 0.0000 0423299361 O 04/01/35 0 9839501 E22/U57 F 241,500.00 ZZ 360 241,500.00 1 6.2500 1486.96 74 6.0000 1486.96 PICO RIVERA CA 90660 5 03/02/05 00 0423328756 05 05/01/05 0.0000 0423328756 O 04/01/35 0 9839549 E22/U57 F 82,400.00 ZZ 360 82,400.00 1 6.6250 527.62 80 6.3750 527.62 ALLEN TX 75002 1 03/10/05 00 0423261627 05 05/01/05 0.0000 0423261627 N 04/01/35 0 9839553 E22/U57 F 333,000.00 ZZ 360 332,698.96 2 6.5000 2104.79 74 6.2500 2104.79 WEST NEW YORK NJ 07093 5 02/25/05 00 0423268630 05 04/01/05 0.0000 0423268630 O 03/01/35 0 9839621 E82/G02 F 111,800.00 ZZ 360 111,800.00 1 6.8750 734.45 78 6.6250 734.45 WEST PALM BEACFL 33417 5 03/08/05 00 0401085048 05 05/01/05 0.0000 0401085048 O 04/01/35 0 9839807 P44/U57 F 260,000.00 ZZ 360 260,000.00 1 7.0000 1729.79 80 6.7500 1729.79 QUINCY MA 02169 1 03/04/05 00 0439031238 01 05/01/05 0.0000 0503020008 O 04/01/35 0 9839829 N74/G02 F 143,450.00 ZZ 360 143,208.29 1 6.8750 942.36 95 6.6250 942.36 CLEVELAND NC 27013 2 02/15/05 10 0439028408 05 03/22/05 30.0000 0035872010 O 02/22/35 0 9839907 U85/G02 F 55,350.00 ZZ 360 55,305.74 3 7.1250 372.90 90 6.8750 372.90 BELOIT WI 53511 1 02/25/05 11 0439079179 05 04/01/05 25.0000 90307051 N 03/01/35 0 9840285 E82/G02 F 171,000.00 ZZ 360 171,000.00 1 6.7500 1109.10 95 6.5000 1109.10 MANSFIELD TX 76063 2 03/10/05 04 0401072228 03 05/01/05 30.0000 0401072228 O 04/01/35 0 9840293 E82/G02 F 50,000.00 ZZ 360 50,000.00 1 7.3750 345.34 67 7.1250 345.34 TULSA OK 74146 2 03/14/05 00 0401080122 05 05/01/05 0.0000 0401080122 N 04/01/35 0 9840301 E82/G02 F 263,500.00 ZZ 360 263,500.00 1 6.1250 1601.05 51 5.8750 1601.05 SAN BRUNO CA 94066 2 03/10/05 00 0401089800 05 05/01/05 0.0000 0401089800 O 04/01/35 0 9840303 E82/G02 F 139,000.00 ZZ 360 139,000.00 1 6.3750 867.18 90 6.1250 867.18 PINE CO 80470 2 03/10/05 04 0401094214 05 05/01/05 25.0000 0401094214 O 04/01/35 0 9840317 E22/U57 F 53,600.00 ZZ 360 53,600.00 1 6.8750 352.11 80 6.6250 352.11 DAYTON OH 45427 2 03/11/05 00 0423517424 05 05/01/05 0.0000 0423517424 N 04/01/35 0 9840333 E22/G02 F 70,000.00 TX 360 70,000.00 1 6.5000 442.45 54 6.2500 442.45 UNIVERSAL CITX 78148 5 03/11/05 00 0423528488 03 05/01/05 0.0000 0423528488 N 04/01/35 0 9840345 E22/U57 F 89,250.00 ZZ 360 89,250.00 1 7.1250 601.29 85 6.8750 601.29 ARLINGTON TX 76010 2 03/11/05 10 0423545847 05 05/01/05 20.0000 0423545847 N 04/01/35 0 9840381 E22/U57 F 60,000.00 ZZ 360 60,000.00 1 6.8750 394.16 75 6.6250 394.16 NEW CARLISLE IN 46552 1 03/11/05 00 0423505791 05 05/01/05 0.0000 0423505791 N 04/01/35 0 9840393 E22/G02 F 53,600.00 ZZ 360 53,600.00 1 6.8750 352.11 80 6.6250 352.11 XENIA OH 45385 5 03/11/05 00 0423550250 05 05/01/05 0.0000 0423550250 N 04/01/35 0 9840439 E22/G02 F 241,600.00 ZZ 360 241,600.00 1 6.0000 1448.51 80 5.7500 1448.51 GROSSE POINTE MI 48236 1 03/11/05 00 0423601301 05 05/01/05 0.0000 0423601301 O 04/01/35 0 9840459 E22/U57 F 287,920.00 ZZ 360 287,920.00 1 6.8750 1891.43 80 6.6250 1891.43 HOUSTON TX 77025 1 03/11/05 00 0423635184 09 05/01/05 0.0000 0423635184 O 04/01/35 0 9840473 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.1250 607.61 77 5.8750 607.61 GREENVILLE NC 27858 5 03/11/05 00 0423438159 05 05/01/05 0.0000 0423438159 N 04/01/35 0 9840543 E22/G02 F 108,000.00 ZZ 360 108,000.00 1 6.5000 682.63 80 6.2500 682.63 HOLIDAY FL 34691 5 03/07/05 00 0423434612 05 05/01/05 0.0000 0423434612 O 04/01/35 0 9840607 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 0423361443 01 05/01/05 0.0000 0423361443 N 04/01/35 0 9840635 E22/G02 F 164,800.00 ZZ 360 164,800.00 1 6.2500 1014.70 80 6.0000 1014.70 LAND O LAKES FL 34638 1 03/11/05 00 0423302280 03 05/01/05 0.0000 0423302280 O 04/01/35 0 9840679 E22/G02 F 221,250.00 ZZ 360 221,250.00 1 6.3750 1380.31 75 6.1250 1380.31 TAMPA FL 33605 5 03/11/05 00 0423270842 05 05/01/05 0.0000 0423270842 N 04/01/35 0 9840711 E22/U57 F 281,250.00 ZZ 360 281,250.00 2 6.6250 1800.87 75 6.3750 1800.87 PATERSON NJ 07504 5 03/07/05 00 0423187400 05 05/01/05 0.0000 0423187400 O 04/01/35 0 9840725 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 0423222942 01 05/01/05 0.0000 0423222942 N 04/01/35 0 9840749 E22/G02 F 24,000.00 ZZ 360 24,000.00 1 6.6250 153.67 75 6.3750 153.67 FORT WAYNE IN 46807 5 03/11/05 00 0422807115 05 05/01/05 0.0000 0422807115 N 04/01/35 0 9841069 U85/U57 F 80,800.00 ZZ 360 80,800.00 1 7.2500 551.20 80 7.0000 551.20 KENOSHA WI 53144 1 03/14/05 00 0439048828 05 05/01/05 0.0000 TQSWAUK1024 N 04/01/35 0 9841091 S43/G02 F 88,000.00 ZZ 360 88,000.00 3 6.6250 563.47 80 6.3750 563.47 ALBUQUERQUE NM 87108 1 03/02/05 00 0439049420 05 05/01/05 0.0000 0957707000 N 04/01/35 0 9841137 225/225 F 258,000.00 ZZ 360 257,532.26 1 6.5000 1630.74 80 6.2500 1630.74 ROTUNDA WEST FL 33947 1 01/14/05 00 6946566 05 03/01/05 0.0000 6946566 O 02/01/35 0 9841139 225/225 F 290,000.00 ZZ 360 288,984.06 1 6.6250 1856.90 75 6.3750 1856.90 NEWPORT NEWS VA 23607 1 01/14/05 00 6946581 05 03/01/05 0.0000 6946581 O 02/01/35 0 9841145 225/225 F 365,000.00 ZZ 360 363,637.00 1 6.3750 2277.13 84 6.1250 2277.13 STROUDSBURG PA 18321 2 04/06/04 11 6964793 05 02/01/05 12.0000 6964793 O 01/01/35 0 9841157 225/225 F 223,000.00 ZZ 360 222,196.41 1 6.3750 1391.23 79 6.1250 1391.23 MIAMI FL 33187 5 01/24/05 00 5711967 05 03/01/05 0.0000 5711967 O 02/01/35 0 9841161 225/225 F 637,000.00 ZZ 360 635,667.81 1 6.6250 4078.78 69 6.3750 4078.78 DEERFIELD BEACFL 33441 1 01/20/05 00 5711167 05 03/01/05 0.0000 5711167 O 02/01/35 0 9841171 225/225 F 436,800.00 ZZ 360 436,045.72 1 6.7500 2833.08 80 6.5000 2833.08 FAIRFAX VA 22032 1 01/20/05 00 005710126 05 03/01/05 0.0000 005710126 O 02/01/35 0 9841173 225/225 F 215,000.00 ZZ 360 214,137.43 1 6.0000 1289.03 54 5.7500 1289.03 STAFFORD VA 22554 5 11/03/04 00 005699927 03 01/01/05 0.0000 005699927 O 12/01/34 0 9841181 225/225 F 365,000.00 ZZ 360 363,560.30 1 5.7500 2130.04 47 5.5000 2130.04 ARLINGTON VA 22201 2 12/10/04 00 005705914 05 02/01/05 0.0000 005705914 N 01/01/35 0 9841189 225/225 F 157,500.00 ZZ 360 157,207.46 1 6.3750 982.60 90 6.1250 982.60 MATHEWS VA 23109 1 02/04/05 10 005718578 05 03/01/05 25.0000 005718578 O 02/01/35 0 9841191 225/225 F 78,375.00 T 360 78,246.14 1 7.0000 521.43 95 6.7500 521.43 LANCASTER SC 29720 1 01/18/05 12 005716342 05 03/01/05 30.0000 005716342 O 02/01/35 0 9841193 225/225 F 391,920.00 ZZ 360 391,156.21 1 6.1250 2381.35 80 5.8750 2381.35 TYBEE ISLAND GA 31328 1 01/31/05 00 005716617 05 03/01/05 0.0000 005716617 N 02/01/35 0 9841195 225/225 F 213,200.00 ZZ 360 213,011.90 1 6.6250 1365.14 79 6.3750 1365.14 FAIRFIELD NJ 07004 1 02/03/05 00 005715819 05 04/01/05 0.0000 005715819 N 03/01/35 0 9841199 225/225 F 460,000.00 ZZ 360 459,045.61 1 6.2500 2832.30 72 6.0000 2832.30 WESTFIELD NJ 07090 2 01/28/05 00 005714735 05 03/01/05 0.0000 005714735 O 02/01/35 0 9841205 225/225 F 467,000.00 ZZ 360 466,067.88 1 6.0000 2799.90 67 5.7500 2799.90 FAIRFAX VA 22030 2 01/04/05 00 005713343 03 03/01/05 0.0000 005713343 O 02/01/35 0 9841213 W49/U57 F 74,000.00 ZZ 360 74,000.00 1 6.3750 461.66 80 6.1250 461.66 TOLEDO OH 43613 5 03/08/05 00 0439041195 05 05/01/05 0.0000 2005020681 N 04/01/35 0 9841655 E22/G02 F 67,200.00 ZZ 360 67,200.00 1 5.8750 397.51 80 5.6250 397.51 KANNAPOLIS NC 28083 1 03/14/05 00 0423426741 05 05/01/05 0.0000 0423426741 N 04/01/35 0 9841657 E22/G02 F 67,200.00 ZZ 360 67,200.00 1 5.8750 397.51 80 5.6250 397.51 CONCORD NC 28025 1 03/14/05 00 0423426980 05 05/01/05 0.0000 0423426980 N 04/01/35 0 9841667 E22/G02 F 309,000.00 ZZ 360 309,000.00 1 5.8750 1827.85 66 5.6250 1827.85 GAINESVILLE GA 30506 2 03/07/05 00 0423431238 05 05/01/05 0.0000 0423431238 O 04/01/35 0 9841707 E22/G02 F 211,200.00 T 360 211,200.00 1 5.8750 1249.33 80 5.6250 1249.33 SALT LAKE CITYUT 84121 1 03/09/05 00 0423597012 01 05/01/05 0.0000 0423597012 O 04/01/35 0 9841719 E22/G02 F 80,000.00 ZZ 360 80,000.00 1 6.3750 499.10 80 6.1250 499.10 CHALMETTE LA 70043 2 03/11/05 00 0423626381 05 05/01/05 0.0000 0423626381 N 04/01/35 0 9841721 E22/G02 F 286,000.00 T 360 286,000.00 1 6.0000 1430.00 80 5.7500 1430.00 SALT LAKE CITYUT 84121 1 03/09/05 00 0423631530 01 05/01/05 0.0000 0423631530 O 04/01/35 0 9841731 E22/G02 F 322,500.00 ZZ 360 322,500.00 1 6.1250 1646.09 80 5.8750 1646.09 MIAMI FL 33186 5 03/09/05 00 0423642578 05 05/01/05 0.0000 0423642578 O 04/01/35 0 9841741 E22/G02 F 100,000.00 TX 360 100,000.00 1 6.5000 632.07 80 6.2500 632.07 GALVESTON TX 77550 5 03/08/05 00 0423553700 05 05/01/05 0.0000 0423553700 O 04/01/35 0 9841745 E22/G02 F 457,000.00 ZZ 360 457,000.00 1 6.0000 2739.95 61 5.7500 2739.95 TERREBONNE OR 97760 1 03/11/05 00 0423554013 05 05/01/05 0.0000 0423554013 O 04/01/35 0 9841751 E22/U57 F 406,850.00 ZZ 360 406,850.00 4 6.6250 2605.11 79 6.3750 2605.11 OAKLAND CA 94621 1 03/07/05 00 0423559947 05 05/01/05 0.0000 0423559947 N 04/01/35 0 9841797 E22/G02 F 94,000.00 ZZ 360 93,579.15 1 6.1250 571.15 77 5.8750 571.15 HUEYTOWN AL 35023 2 03/09/05 00 0423447069 05 05/01/05 0.0000 0423447069 O 04/01/35 0 9841907 E22/G02 F 59,200.00 ZZ 360 59,200.00 1 6.3750 369.33 80 6.1250 369.33 MERIDEN CT 06450 1 03/14/05 00 0423109099 01 05/01/05 0.0000 0423109099 O 04/01/35 0 9841921 E22/G02 F 243,750.00 ZZ 360 243,750.00 3 6.5000 1540.67 75 6.2500 1540.67 CHICAGO IL 60649 5 03/08/05 00 0423178573 05 05/01/05 0.0000 0423178573 O 04/01/35 0 9841951 E22/U57 F 252,000.00 T 360 252,000.00 1 6.6250 1613.58 90 6.3750 1613.58 CAPE CORAL FL 33904 1 03/14/05 10 0423247410 05 05/01/05 25.0000 0423247410 O 04/01/35 0 9841993 E22/G02 F 100,000.00 TX 360 100,000.00 1 6.3750 623.87 72 6.1250 623.87 MARBLE FALLS TX 78654 5 03/09/05 00 0423323013 05 05/01/05 0.0000 0423323013 O 04/01/35 0 9842043 E22/G02 F 111,200.00 ZZ 360 111,200.00 1 6.5000 702.86 80 6.2500 702.86 BOAZ AL 35956 5 03/09/05 00 0423362995 05 05/01/05 0.0000 0423362995 O 04/01/35 0 9842087 E22/U57 F 347,000.00 ZZ 360 347,000.00 1 7.1250 2337.80 90 6.8750 2337.80 WIXOM MI 48390 5 03/09/05 10 0423400795 05 05/01/05 25.0000 0423400795 O 04/01/35 0 9842117 E22/G02 F 52,000.00 ZZ 360 52,000.00 1 7.7500 372.53 80 7.5000 372.53 WICHITA KS 67213 5 03/14/05 00 0423508977 05 05/01/05 0.0000 0423508977 N 04/01/35 0 9842173 E22/U57 F 91,200.00 TX 360 91,200.00 1 6.8750 599.12 80 6.6250 599.12 HOUSTON TX 77301 5 03/08/05 00 0423548189 05 05/01/05 0.0000 0423548189 O 04/01/35 0 9842189 E82/G02 F 153,750.00 ZZ 360 153,750.00 1 6.0000 921.81 75 5.7500 921.81 PORT ORANGE FL 32129 2 03/11/05 00 0401085105 05 05/01/05 0.0000 0401085105 O 04/01/35 0 9842191 E82/G02 F 129,000.00 ZZ 360 129,000.00 1 6.6250 826.00 95 6.3750 826.00 MOBERLY MO 65270 2 03/11/05 04 0401063896 05 05/01/05 30.0000 0401063896 O 04/01/35 0 9842197 E82/G02 F 327,000.00 ZZ 360 327,000.00 1 6.1250 1986.88 71 5.8750 1986.88 BOULDER CO 80304 2 03/11/05 00 0401085626 05 05/01/05 0.0000 0401085626 O 04/01/35 0 9842201 E82/G02 F 98,000.00 ZZ 360 98,000.00 1 6.0000 587.56 76 5.7500 587.56 LANTANA FL 33462 2 03/15/05 00 0401089438 05 05/01/05 0.0000 0401089438 N 04/01/35 0 9842203 E82/G02 F 148,800.00 ZZ 360 148,800.00 1 6.6250 952.78 89 6.3750 952.78 ATLANTA GA 30310 2 03/15/05 04 0401083910 05 05/01/05 25.0000 0401083910 N 04/01/35 0 9845629 E22/G02 F 228,000.00 ZZ 360 228,000.00 1 6.5000 1441.12 95 6.2500 1441.12 ELGIN OR 97827 1 03/02/05 04 0423116375 05 05/01/05 30.0000 0423116375 O 04/01/35 0 9845635 E22/G02 F 131,000.00 ZZ 360 131,000.00 1 5.8750 774.91 76 5.6250 774.91 TUMWATER WA 98501 2 03/08/05 00 0423166123 05 05/01/05 0.0000 0423166123 O 04/01/35 0 9845691 E22/G02 F 170,000.00 ZZ 360 170,000.00 1 6.2500 1046.72 77 6.0000 1046.72 MIAMI FL 33126 5 03/10/05 00 0423309319 05 05/01/05 0.0000 0423309319 O 04/01/35 0 9845699 E22/G02 F 264,000.00 ZZ 360 264,000.00 1 6.0000 1582.81 80 5.7500 1582.81 SACRAMENTO CA 95828 1 03/03/05 00 0423325208 05 05/01/05 0.0000 0423325208 O 04/01/35 0 9845767 E22/G02 F 267,500.00 ZZ 360 267,500.00 1 6.3750 1668.85 54 6.1250 1668.85 PINE GROVE CA 95665 5 03/04/05 00 0423440247 05 05/01/05 0.0000 0423440247 O 04/01/35 0 9845785 E22/G02 F 248,000.00 ZZ 360 248,000.00 1 6.2500 1526.98 80 6.0000 1526.98 PHOENIX AZ 85018 1 03/07/05 00 0423465707 05 05/01/05 0.0000 0423465707 N 04/01/35 0 9845855 E22/U57 F 65,600.00 ZZ 360 65,600.00 1 6.2500 403.91 80 6.0000 403.91 MCKEES ROCKS PA 15136 1 03/15/05 00 0423535913 05 05/01/05 0.0000 0423535913 O 04/01/35 0 9845861 E22/G02 F 148,400.00 ZZ 360 148,400.00 1 6.6250 950.22 80 6.3750 950.22 PHOENIX AZ 85032 5 03/08/05 00 0423537307 05 05/01/05 0.0000 0423537307 O 04/01/35 0 9845927 E22/U57 F 309,600.00 TX 360 309,600.00 1 6.2500 1906.26 80 6.0000 1906.26 SUGAR LAND TX 77479 5 03/10/05 00 0423604313 03 05/01/05 0.0000 0423604313 O 04/01/35 0 9845955 E22/G02 F 35,250.00 ZZ 360 35,250.00 1 7.3750 243.46 75 7.1250 243.46 JACKSON MS 39203 1 03/15/05 00 0423663525 05 05/01/05 0.0000 0423663525 N 04/01/35 0 9846309 P44/G02 F 322,000.00 ZZ 360 322,000.00 1 6.1250 1643.54 70 5.8750 1643.54 EAST FALMOUTH MA 02536 2 12/16/04 00 0439050725 05 02/01/05 0.0000 0411090002 O 01/01/35 0 9846319 T51/G02 F 91,375.00 ZZ 360 91,375.00 4 7.0000 607.92 85 6.7500 607.92 MILWAUKEE WI 53212 2 03/14/05 10 0439069204 05 05/01/05 12.0000 0000025475 N 04/01/35 0 9846509 B76/G02 F 55,000.00 ZZ 360 55,000.00 1 6.6250 352.17 25 6.3750 352.17 HOWELL MI 48843 5 03/11/05 00 0439071895 05 05/01/05 0.0000 1995091 O 04/01/35 0 9846531 Q87/G02 F 125,250.00 TX 360 125,131.15 1 6.2500 771.19 75 6.0000 771.19 EL CAMPO TX 77437 5 02/28/05 00 0439080326 05 04/04/05 0.0000 VEST01 O 03/04/35 0 9846685 H76/U57 F 304,950.00 ZZ 360 304,369.79 1 6.2500 1877.63 95 6.0000 1877.63 STEPHENS CITY VA 22655 5 01/28/05 12 0439052853 03 03/01/05 30.0000 46042063170 O 02/01/35 0 9847039 E22/G02 F 109,000.00 ZZ 360 109,000.00 1 6.3750 680.02 94 6.1250 680.02 HOUSTON TX 77034 2 03/03/05 04 0423398874 03 05/01/05 30.0000 0423398874 O 04/01/35 0 9847061 E22/U57 F 208,000.00 ZZ 360 208,000.00 1 6.0000 1247.07 80 5.7500 1247.07 MODESTO CA 95357 1 03/07/05 00 0423417997 05 05/01/05 0.0000 0423417997 O 04/01/35 0 9847085 E22/G02 F 236,500.00 ZZ 360 236,500.00 1 6.0000 1182.50 60 5.7500 1182.50 BEND OR 97701 2 03/09/05 00 0423433267 05 05/01/05 0.0000 0423433267 N 04/01/35 0 9847111 E22/U57 F 89,300.00 ZZ 360 89,300.00 1 6.5000 564.44 94 6.2500 564.44 HOUSTON TX 77041 2 03/09/05 10 0423448315 03 05/01/05 30.0000 0423448315 O 04/01/35 0 9847113 E22/G02 F 116,800.00 ZZ 360 116,800.00 1 6.3750 728.68 80 6.1250 728.68 FLEETWOOD PA 19522 5 03/10/05 00 0423448430 05 05/01/05 0.0000 0423448430 O 04/01/35 0 9847125 E22/G02 F 77,500.00 ZZ 360 77,500.00 1 6.0000 387.50 23 5.7500 387.50 BLUE POINT NY 11715 5 03/11/05 00 0423454578 05 05/01/05 0.0000 0423454578 O 04/01/35 0 9847145 E22/G02 F 152,000.00 ZZ 360 152,000.00 1 6.1250 923.57 80 5.8750 923.57 RED BLUFF CA 96080 1 03/09/05 00 0423469840 05 05/01/05 0.0000 0423469840 N 04/01/35 0 9847167 E22/G02 F 97,600.00 ZZ 360 97,600.00 1 6.0000 585.16 80 5.7500 585.16 NEW ORLEANS LA 70117 5 03/11/05 00 0422913616 05 05/01/05 0.0000 0422913616 O 04/01/35 0 9847195 E22/G02 F 95,500.00 ZZ 360 95,500.00 1 6.5000 603.62 80 6.2500 603.62 MARRERO LA 70072 2 03/15/05 00 0423175660 05 05/01/05 0.0000 0423175660 N 04/01/35 0 9847213 E22/G02 F 500,000.00 ZZ 360 500,000.00 1 6.1250 3038.05 58 5.8750 3038.05 ST PETERSBURG FL 33706 5 03/11/05 00 0423259217 05 05/01/05 0.0000 0423259217 O 04/01/35 0 9847215 E22/G02 F 260,000.00 ZZ 360 260,000.00 2 6.5000 1643.38 80 6.2500 1643.38 PATERSON NJ 07501 5 03/11/05 00 0423268218 05 05/01/05 0.0000 0423268218 O 04/01/35 0 9847241 E22/G02 F 91,200.00 ZZ 360 91,200.00 1 6.3750 568.97 80 6.1250 568.97 NAMPA ID 83687 2 03/11/05 00 0423485390 03 05/01/05 0.0000 0423485390 O 04/01/35 0 9847263 E22/G02 F 344,000.00 ZZ 360 344,000.00 1 6.1250 2090.18 80 5.8750 2090.18 LAKE FOREST PAWA 98155 1 03/11/05 00 0423522309 05 05/01/05 0.0000 0423522309 N 04/01/35 0 9847275 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 0423529650 07 05/01/05 0.0000 0423529650 N 04/01/35 0 9847277 E22/G02 F 81,600.00 ZZ 360 81,600.00 1 6.2500 502.43 80 6.0000 502.43 SOAP LAKE WA 98851 1 03/11/05 00 0423533199 05 05/01/05 0.0000 0423533199 O 04/01/35 0 9847293 E22/U57 F 64,800.00 ZZ 360 64,800.00 1 6.5000 409.58 80 6.2500 409.58 ALTOONA PA 16602 1 03/16/05 00 0423550441 05 05/01/05 0.0000 0423550441 O 04/01/35 0 9847303 E22/G02 F 113,000.00 ZZ 360 113,000.00 1 6.5000 714.24 78 6.2500 714.24 BOUNTIFUL UT 84010 5 03/09/05 00 0423553320 05 05/01/05 0.0000 0423553320 O 04/01/35 0 9847313 E22/G02 F 117,300.00 ZZ 360 117,300.00 1 6.2500 722.24 84 6.0000 722.24 ALBUQUERQUE NM 87108 5 03/11/05 04 0423558980 05 05/01/05 12.0000 0423558980 O 04/01/35 0 9847319 E22/G02 F 296,000.00 ZZ 360 296,000.00 1 6.2500 1822.52 80 6.0000 1822.52 STANWOOD WA 98292 2 03/10/05 00 0423566579 05 05/01/05 0.0000 0423566579 O 04/01/35 0 9847341 E22/G02 F 80,000.00 ZZ 360 80,000.00 1 6.2500 492.57 80 6.0000 492.57 MISSOURI CITY TX 77489 2 03/16/05 00 0423594316 03 05/01/05 0.0000 0423594316 N 04/01/35 0 9847353 E22/G02 F 146,775.00 ZZ 360 146,775.00 4 6.7500 951.98 95 6.5000 951.98 HOUSTON TX 77088 1 03/16/05 10 0423608561 05 05/01/05 30.0000 0423608561 O 04/01/35 0 9847371 E22/U57 F 315,000.00 ZZ 360 315,000.00 1 6.3750 1965.19 90 6.1250 1965.19 LINCOLN PARK NJ 07035 5 03/11/05 01 0423622091 05 05/01/05 25.0000 0423622091 O 04/01/35 0 9847373 E22/G02 F 228,000.00 ZZ 360 228,000.00 1 7.1250 1353.75 95 6.8750 1353.75 SHEPHERDSVILLEKY 40165 2 03/11/05 10 0423622661 05 05/01/05 30.0000 0423622661 O 04/01/35 0 9847397 E22/U57 F 88,000.00 ZZ 360 88,000.00 1 6.8750 578.10 80 6.6250 578.10 AVONDALE LA 70094 5 03/16/05 00 0423673029 05 05/01/05 0.0000 0423673029 N 04/01/35 0 9847401 E22/U57 F 88,000.00 ZZ 360 88,000.00 1 6.8750 578.10 80 6.6250 578.10 HARVEY LA 70058 5 03/16/05 00 0423677863 05 05/01/05 0.0000 0423677863 N 04/01/35 0 9848105 477/U57 F 395,200.00 T 360 394,815.89 1 6.1250 2401.28 80 5.8750 2401.28 ARNOLD CA 95223 1 02/18/05 00 0439084484 05 04/01/05 0.0000 266629 O 03/01/35 0 9848125 Z37/G02 F 131,850.00 ZZ 360 131,663.28 1 7.7500 944.59 90 7.5000 944.59 WASILLA AK 99654 1 01/18/05 14 0439084633 05 03/01/05 25.0000 002346338 N 02/01/35 0 9848135 Q14/G02 F 69,750.00 ZZ 360 69,750.00 1 6.3750 370.55 75 6.1250 370.55 DAVENPORT IA 52803 5 03/08/05 00 0439067414 05 05/01/05 0.0000 00005-25346 O 04/01/35 0 9848341 Q30/G02 F 260,000.00 ZZ 360 260,000.00 1 6.7500 1686.36 70 6.5000 1686.36 NORTH MYRTLE BSC 29582 1 03/10/05 00 0439066069 06 05/01/05 0.0000 40039661 N 04/01/35 0 9848451 U85/U57 F 272,000.00 ZZ 360 272,000.00 1 6.7500 1764.19 80 6.5000 1764.19 OAK PARK IL 60304 1 03/15/05 00 0439084104 05 05/01/05 0.0000 90316455 N 04/01/35 0 9848647 E22/G02 F 269,300.00 ZZ 360 269,300.00 1 6.1250 1636.30 80 5.8750 1636.30 COMMERCE CITY CO 80022 1 03/17/05 00 0422972414 03 05/01/05 0.0000 0422972414 O 04/01/35 0 9848661 E22/U57 F 85,100.00 ZZ 360 85,100.00 1 6.6250 544.90 80 6.3750 544.90 ABBEVILLE LA 70510 1 03/17/05 00 0423151364 05 05/01/05 0.0000 0423151364 O 04/01/35 0 9848663 E22/G02 F 67,800.00 ZZ 360 67,800.00 1 6.2500 417.46 66 6.0000 417.46 SHELBYVILLE KY 40065 2 03/17/05 00 0423152784 05 05/01/05 0.0000 0423152784 N 04/01/35 0 9848693 E22/U57 F 76,855.00 ZZ 360 76,855.00 1 6.5000 485.78 95 6.2500 485.78 KALAMAZOO MI 49008 1 03/17/05 10 0423322122 05 05/01/05 30.0000 0423322122 N 04/01/35 0 9848707 E22/U57 F 50,000.00 ZZ 360 50,000.00 1 6.1250 303.81 80 5.8750 303.81 NASHVILLE TN 37217 1 03/17/05 00 0423361583 01 05/01/05 0.0000 0423361583 O 04/01/35 0 9848715 E22/U57 F 58,950.00 ZZ 360 58,950.00 1 6.6250 377.46 90 6.3750 377.46 HOPKINS SC 29061 1 03/17/05 04 0423396555 05 05/01/05 25.0000 0423396555 O 04/01/35 0 9848729 E22/G02 F 150,000.00 ZZ 360 150,000.00 1 6.6250 960.47 71 6.3750 960.47 WILDER ID 83676 5 03/07/05 00 0423426527 05 05/01/05 0.0000 0423426527 O 04/01/35 0 9848745 E22/U57 F 84,000.00 ZZ 360 84,000.00 1 6.6250 537.86 80 6.3750 537.86 MIAMI FL 33161 1 03/17/05 00 0423448349 01 05/01/05 0.0000 0423448349 O 04/01/35 0 9848753 E22/G02 F 81,000.00 ZZ 360 81,000.00 1 6.3750 505.33 90 6.1250 505.33 MARTINSBURG WV 25401 1 03/17/05 04 0423450907 05 05/01/05 25.0000 0423450907 N 04/01/35 0 9848767 E22/U57 F 50,400.00 ZZ 360 50,400.00 1 6.5000 318.56 80 6.2500 318.56 WICHITA KS 67217 1 03/17/05 00 0423464437 05 05/01/05 0.0000 0423464437 O 04/01/35 0 9848769 E22/G02 F 97,500.00 ZZ 360 97,500.00 1 6.3750 608.27 75 6.1250 608.27 WILLOW SPRINGSNC 27592 2 03/17/05 00 0423472885 05 05/01/05 0.0000 0423472885 N 04/01/35 0 9848869 E82/G02 F 113,050.00 ZZ 360 113,050.00 1 6.6250 723.87 95 6.3750 723.87 HOUSTON TX 77083 2 03/16/05 04 0401082268 03 05/01/05 30.0000 0401082268 O 04/01/35 0 9848871 E82/G02 F 123,700.00 ZZ 360 123,700.00 1 6.2500 761.64 79 6.0000 761.64 SALT LAKE CITYUT 84105 2 03/16/05 00 0401084967 05 05/01/05 0.0000 0401084967 O 04/01/35 0 9848905 E82/G02 F 150,900.00 ZZ 360 150,900.00 1 6.1250 916.88 89 5.8750 916.88 ROAKNOKE VA 24019 2 03/16/05 04 0401087218 05 05/01/05 25.0000 0401087218 O 04/01/35 0 9849311 B39/G02 F 225,000.00 ZZ 360 225,000.00 1 6.2500 1385.36 77 6.0000 1385.36 BROOKLYN PARK MN 55443 5 03/14/05 00 0439090374 05 05/01/05 0.0000 05801213F O 04/01/35 0 9849341 E82/G02 F 179,900.00 ZZ 360 179,900.00 1 6.2500 1107.67 95 6.0000 1107.67 GOLD HILL OR 97525 2 03/03/05 04 0401080841 05 05/01/05 30.0000 0401080841 O 04/01/35 0 9849345 825/G02 F 166,400.00 T 360 166,400.00 1 6.5000 901.33 80 6.2500 901.33 SILVERTHORNE CO 80498 1 03/16/05 00 0439090556 01 05/01/05 0.0000 0365 O 04/01/35 0 9849469 U85/G02 F 126,000.00 ZZ 360 126,000.00 2 7.8750 913.59 90 7.6250 913.59 MILWAUKEE WI 53216 1 03/15/05 48 0439088501 05 05/01/05 25.0000 0503070010 N 04/01/35 0 9854025 L21/G02 F 500,000.00 ZZ 360 500,000.00 1 5.8750 2957.69 65 5.6250 2957.69 HINGHAM MA 02043 5 03/10/05 00 0439058496 05 05/01/05 0.0000 28503176 O 04/01/35 0 9854545 E22/U57 F 304,000.00 ZZ 360 304,000.00 1 6.3750 1896.56 80 6.1250 1896.56 SOUTH OZONE PANY 11420 1 03/18/05 00 0423196575 05 05/01/05 0.0000 0423196575 O 04/01/35 0 9854553 E22/G02 F 225,000.00 ZZ 360 225,000.00 1 6.1250 1367.12 63 5.8750 1367.12 INGLEWOOD CA 90303 5 03/14/05 00 0423249077 05 05/01/05 0.0000 0423249077 O 04/01/35 0 9854573 E22/G02 F 248,000.00 ZZ 360 248,000.00 2 5.8750 1467.01 58 5.6250 1467.01 ELIZABETH NJ 07201 5 03/14/05 00 0423299940 05 05/01/05 0.0000 0423299940 O 04/01/35 0 9854613 E22/G02 F 89,100.00 ZZ 360 89,100.00 3 7.2500 607.82 90 7.0000 607.82 JACKSON MI 49202 1 03/18/05 04 0423363936 05 05/01/05 25.0000 0423363936 N 04/01/35 0 9854631 E82/G02 F 88,000.00 ZZ 360 88,000.00 1 6.6250 563.47 64 6.3750 563.47 PENSACOLA FL 32514 2 03/21/05 00 0401093034 05 05/01/05 0.0000 0401093034 N 04/01/35 0 9854655 E82/G02 F 278,850.00 ZZ 360 278,850.00 1 6.1250 1694.32 79 5.8750 1694.32 LAKE WORTH FL 33462 2 03/17/05 00 0401093877 03 05/01/05 0.0000 0401093877 O 04/01/35 0 9854661 E22/G02 F 84,720.00 ZZ 360 84,720.00 1 6.1250 514.77 80 5.8750 514.77 MISHAWAKA IN 46544 1 03/18/05 00 0423398171 05 05/01/05 0.0000 0423398171 O 04/01/35 0 9854705 E22/U57 F 237,600.00 ZZ 360 237,600.00 1 6.6250 1521.38 80 6.3750 1521.38 BRADY MI 49097 5 03/14/05 00 0423428580 05 05/01/05 0.0000 0423428580 O 04/01/35 0 9854727 E22/U57 F 208,000.00 ZZ 360 208,000.00 1 5.7500 1213.83 80 5.5000 1213.83 AUBURN WA 98001 5 03/08/05 00 0423453521 05 05/01/05 0.0000 0423453521 O 04/01/35 0 9854765 E22/G02 F 83,000.00 ZZ 360 83,000.00 2 6.5000 524.62 60 6.2500 524.62 COEUR D ALENE ID 83814 5 03/10/05 00 0423484948 05 05/01/05 0.0000 0423484948 O 04/01/35 0 9854785 E22/G02 F 90,000.00 ZZ 360 90,000.00 1 6.3750 561.48 90 6.1250 561.48 SPRING TX 77373 1 03/18/05 10 0423501246 03 05/01/05 25.0000 0423501246 N 04/01/35 0 9854799 E22/G02 F 26,625.00 ZZ 360 26,625.00 1 6.7500 172.69 75 6.5000 172.69 FORT WAYNE IN 46808 1 03/18/05 00 0423515121 05 05/01/05 0.0000 0423515121 N 04/01/35 0 9854803 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 0423517036 05 05/01/05 0.0000 0423517036 N 04/01/35 0 9854807 E22/G02 F 105,200.00 ZZ 360 105,200.00 1 6.7500 682.33 80 6.5000 682.33 DORR MI 49323 1 03/18/05 00 0423519081 29 05/01/05 0.0000 0423519081 O 04/01/35 0 9854809 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 0423519206 05 05/01/05 0.0000 0423519206 N 04/01/35 0 9854811 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 0423519883 05 05/01/05 0.0000 0423519883 N 04/01/35 0 9854835 E22/G02 F 53,999.00 ZZ 360 53,999.00 3 7.2500 368.37 90 7.0000 368.37 YORK PA 17404 1 03/18/05 04 0423534924 05 05/01/05 25.0000 0423534924 N 04/01/35 0 9854845 E22/G02 F 118,500.00 ZZ 360 118,500.00 1 6.3750 739.29 75 6.1250 739.29 TACOMA WA 98408 1 03/07/05 00 0423540293 05 05/01/05 0.0000 0423540293 N 04/01/35 0 9854885 E22/U57 F 61,100.00 ZZ 360 61,100.00 1 6.7500 396.29 85 6.5000 396.29 MYRTLE BEACH SC 29577 1 03/18/05 01 0423555291 09 05/01/05 20.0000 0423555291 N 04/01/35 0 9854887 E22/G02 F 62,999.00 ZZ 360 62,999.00 4 7.2500 429.76 90 7.0000 429.76 YORK PA 17404 1 03/18/05 04 0423557792 05 05/01/05 25.0000 0423557792 N 04/01/35 0 9854933 E22/G02 F 268,000.00 ZZ 360 268,000.00 1 6.7500 1738.24 80 6.5000 1738.24 CANBY OR 97013 2 03/15/05 00 0423592005 05 05/01/05 0.0000 0423592005 N 04/01/35 0 9854937 E22/U57 F 292,000.00 ZZ 360 292,000.00 1 6.3750 1821.70 80 6.1250 1821.70 CHICAGO IL 60630 5 03/14/05 00 0423592633 05 05/01/05 0.0000 0423592633 O 04/01/35 0 9854943 E22/U57 F 79,900.00 ZZ 360 79,900.00 1 7.3750 551.85 85 7.1250 551.85 INDEPENDENCE MO 64055 5 03/18/05 04 0423600923 05 05/01/05 20.0000 0423600923 N 04/01/35 0 9854947 E22/G02 F 93,600.00 ZZ 360 93,600.00 1 7.0000 622.72 90 6.7500 622.72 ORLANDO FL 32822 1 03/18/05 10 0423601657 07 05/01/05 25.0000 0423601657 N 04/01/35 0 9854961 E22/G02 F 25,403.00 ZZ 360 25,403.00 1 7.0000 169.01 52 6.7500 169.01 SAINT LOUIS MO 63129 1 03/18/05 00 0423610161 01 05/01/05 0.0000 0423610161 N 04/01/35 0 9854983 E22/G02 F 25,403.00 ZZ 360 25,403.00 1 7.0000 169.01 52 6.7500 169.01 SAINT LOUIS MO 63129 1 03/18/05 00 0423622646 01 05/01/05 0.0000 0423622646 N 04/01/35 0 9855003 E22/G02 F 63,000.00 ZZ 360 63,000.00 1 6.8750 413.87 28 6.6250 413.87 HIALEAH FL 33012 5 03/18/05 00 0423635531 05 05/01/05 0.0000 0423635531 N 04/01/35 0 9855007 E22/G02 F 101,250.00 ZZ 360 101,250.00 1 6.2500 527.34 75 6.0000 527.34 CLEARWATER FL 33756 1 03/18/05 00 0423644376 05 05/01/05 0.0000 0423644376 N 04/01/35 0 9855011 E22/G02 F 256,150.00 ZZ 360 256,150.00 2 6.3750 1598.04 70 6.1250 1598.04 HUDSON MA 01749 1 03/18/05 00 0423653187 05 05/01/05 0.0000 0423653187 N 04/01/35 0 9855035 E22/U57 F 228,000.00 ZZ 360 228,000.00 1 6.6250 1459.91 80 6.3750 1459.91 SEATTLE WA 98112 2 03/07/05 00 0422436147 01 05/01/05 0.0000 0422436147 O 04/01/35 0 9855069 E22/G02 F 72,000.00 TX 360 72,000.00 1 5.8750 425.91 48 5.6250 425.91 KATY TX 77450 5 03/14/05 00 0423165489 03 05/01/05 0.0000 0423165489 O 04/01/35 0 9855503 Y78/U57 F 89,910.00 ZZ 360 89,910.00 1 7.1250 605.74 90 6.8750 605.74 INDIANAPOLIS IN 46268 1 03/17/05 11 0439090416 03 05/01/05 30.0000 19507573 N 04/01/35 0 9855551 E84/G02 F 94,800.00 ZZ 360 94,710.05 1 6.2500 583.70 80 6.0000 583.70 COLORADO SPRINCO 80916 2 03/07/05 00 0439092560 05 04/01/05 0.0000 7010268296 N 03/01/35 0 9855561 E84/G02 F 456,900.00 ZZ 360 456,900.00 1 6.0000 2739.35 74 5.7500 2739.35 MURRIETA CA 92562 1 03/01/05 00 0439088915 03 05/01/05 0.0000 11510211125 O 04/01/35 0 9855563 E84/G02 F 330,000.00 ZZ 360 330,000.00 1 6.1250 2005.12 77 5.8750 2005.12 HELENDALE CA 92342 1 03/01/05 00 0439088964 03 05/01/05 0.0000 11910265968 O 04/01/35 0 9855581 E84/G02 F 720,000.00 ZZ 360 720,000.00 1 5.8750 4259.08 80 5.6250 4259.08 ORANGE VILLAGEOH 44022 5 03/02/05 00 0439092636 05 05/01/05 0.0000 32910270802 O 04/01/35 0 9855583 E84/G02 F 676,000.00 ZZ 360 675,294.21 1 5.7500 3944.96 80 5.5000 3944.96 UNION CITY CA 94587 5 02/22/05 00 0439089137 03 04/01/05 0.0000 39510258520 O 03/01/35 0 9855591 E84/G02 F 525,600.00 ZZ 360 525,600.00 1 6.0000 3151.24 80 5.7500 3151.24 CORONA CA 92880 5 03/01/05 00 0439090275 05 05/01/05 0.0000 39510263520 O 04/01/35 0 9855723 E22/G02 F 45,750.00 ZZ 360 45,750.00 1 6.7500 296.73 75 6.5000 296.73 KANSAS CITY KS 66101 2 03/17/05 00 0423338219 05 05/01/05 0.0000 0423338219 N 04/01/35 0 9855733 E22/G02 F 120,000.00 TX 360 120,000.00 1 6.3750 748.64 80 6.1250 748.64 SMITHVILLE TX 78957 5 03/16/05 00 0423357847 05 05/01/05 0.0000 0423357847 O 04/01/35 0 9855755 E22/U57 F 321,500.00 ZZ 360 321,500.00 1 5.8750 1901.79 80 5.6250 1901.79 CARSON CA 90810 5 03/15/05 00 0423400910 05 05/01/05 0.0000 0423400910 O 04/01/35 0 9855815 E22/U57 F 81,600.00 TX 360 81,600.00 2 7.2500 556.66 80 7.0000 556.66 ARLINGTON TX 76011 5 03/21/05 00 0423456557 05 05/01/05 0.0000 0423456557 N 04/01/35 0 9855847 E22/G02 F 372,000.00 ZZ 360 372,000.00 1 6.7500 2412.78 80 6.5000 2412.78 WESTON FL 33326 5 03/16/05 00 0423491612 03 05/01/05 0.0000 0423491612 O 04/01/35 0 9855857 E22/U57 F 89,600.00 ZZ 360 89,600.00 1 6.5000 566.33 80 6.2500 566.33 WAUKEGAN IL 60085 5 03/16/05 00 0423498385 05 05/01/05 0.0000 0423498385 O 04/01/35 0 9855911 E22/U57 F 84,800.00 ZZ 360 84,800.00 1 6.6250 542.98 80 6.3750 542.98 YPSILANTI MI 48197 5 03/21/05 00 0423535301 05 05/01/05 0.0000 0423535301 N 04/01/35 0 9855935 E22/G02 F 258,000.00 ZZ 360 258,000.00 1 7.1250 1738.19 78 6.8750 1738.19 SURPRISE AZ 85379 2 03/07/05 00 0423551001 03 05/01/05 0.0000 0423551001 O 04/01/35 0 9855943 E22/G02 F 97,994.00 ZZ 360 97,994.00 1 5.8750 579.67 28 5.6250 579.67 FORT COLLINS CO 80525 5 03/15/05 00 0423561182 03 05/01/05 0.0000 0423561182 O 04/01/35 0 9855973 E22/U57 F 91,200.00 ZZ 360 91,200.00 2 7.0000 606.76 80 6.7500 606.76 MONTOURSVILLE PA 17754 2 03/16/05 00 0423584630 05 05/01/05 0.0000 0423584630 O 04/01/35 0 9855977 E22/U57 F 51,850.00 ZZ 360 51,850.00 1 6.6250 332.00 66 6.3750 332.00 DURHAM NC 27703 2 03/21/05 00 0423587872 05 05/01/05 0.0000 0423587872 N 04/01/35 0 9856003 E22/G02 F 132,000.00 ZZ 360 132,000.00 1 6.2500 812.75 80 6.0000 812.75 SPOKANE VALLEYWA 99206 1 03/16/05 00 0423602127 05 05/01/05 0.0000 0423602127 O 04/01/35 0 9857025 Q87/G02 F 132,800.00 TX 240 132,512.58 1 6.0000 951.42 52 5.7500 951.42 ROSHARON TX 77583 5 03/11/05 00 0439113721 05 04/16/05 0.0000 CAHA01 O 03/16/25 0 9857041 A46/G02 F 110,800.00 TX 360 110,800.00 1 7.1250 746.48 80 6.8750 746.48 ALVIN TX 77511 5 03/03/05 00 0439093451 05 05/01/05 0.0000 0295745 N 04/01/35 0 9857063 A50/U57 F 87,200.00 ZZ 360 87,200.00 1 6.8750 572.85 80 6.6250 572.85 CARROLLTON GA 30117 2 03/15/05 00 0439093303 05 05/01/05 0.0000 02194025 N 04/01/35 0 9857643 A52/G02 F 65,280.00 ZZ 360 65,280.00 1 6.5000 412.61 80 6.2500 412.61 PORT RICHEY FL 34668 1 03/18/05 00 0439096090 05 05/01/05 0.0000 32787 N 04/01/35 0 9857647 Y78/G02 F 59,850.00 ZZ 360 59,850.00 4 7.2500 408.28 90 7.0000 408.28 AKRON OH 44311 1 03/17/05 11 0439095613 05 05/01/05 30.0000 19542362 N 04/01/35 0 9857667 F34/G02 F 102,950.00 ZZ 360 102,950.00 1 6.2500 633.88 80 6.0000 633.88 NAMPA ID 83686 1 03/10/05 00 0439091315 03 05/01/05 0.0000 4900502211 N 04/01/35 0 9857861 E22/G02 F 314,010.00 ZZ 360 314,010.00 3 6.6250 2010.64 90 6.3750 2010.64 CHICAGO IL 60607 1 03/22/05 04 0422908152 05 05/01/05 25.0000 0422908152 N 04/01/35 0 9857869 E22/G02 F 85,000.00 ZZ 360 85,000.00 2 6.1250 516.47 43 5.8750 516.47 BRUNSWICK ME 04011 5 03/17/05 00 0423064948 05 05/01/05 0.0000 0423064948 O 04/01/35 0 9857897 E22/G02 F 239,920.00 ZZ 360 239,920.00 3 6.3750 1496.79 80 6.1250 1496.79 PROVIDENCE RI 02903 1 03/22/05 00 0423225432 05 05/01/05 0.0000 0423225432 N 04/01/35 0 9857919 E22/G02 F 132,800.00 ZZ 360 132,800.00 1 6.2500 691.67 80 6.0000 691.67 WICHITA KS 67210 2 03/17/05 00 0423319185 05 05/01/05 0.0000 0423319185 O 04/01/35 0 9857967 E22/G02 F 140,000.00 ZZ 360 140,000.00 1 5.8750 828.15 80 5.6250 828.15 LACEY WA 98503 5 03/16/05 00 0423442383 05 05/01/05 0.0000 0423442383 O 04/01/35 0 9857971 E22/G02 F 52,800.00 ZZ 360 52,800.00 1 6.7500 342.46 80 6.5000 342.46 GREENVILLE NC 27834 2 03/22/05 00 0423444280 09 05/01/05 0.0000 0423444280 N 04/01/35 0 9857977 E22/G02 F 300,000.00 ZZ 360 300,000.00 2 6.3750 1871.61 80 6.1250 1871.61 BRONX NY 10457 5 03/17/05 00 0423450972 05 05/01/05 0.0000 0423450972 O 04/01/35 0 9857983 E22/G02 F 211,100.00 ZZ 360 211,100.00 1 6.2500 1299.78 80 6.0000 1299.78 SPARROW BUSH NY 12780 5 03/17/05 00 0423464973 05 05/01/05 0.0000 0423464973 O 04/01/35 0 9857985 E22/G02 F 326,250.00 ZZ 360 326,250.00 4 7.1250 2198.01 90 6.8750 2198.01 ORLANDO FL 32826 1 03/22/05 10 0423469915 05 05/01/05 25.0000 0423469915 N 04/01/35 0 9858061 E22/G02 F 292,500.00 ZZ 360 292,500.00 4 6.5000 1584.38 75 6.2500 1584.38 FEDERAL WAY WA 98003 1 03/17/05 00 0423546472 05 05/01/05 0.0000 0423546472 N 04/01/35 0 9858109 E22/G02 F 198,075.00 ZZ 360 198,075.00 1 6.5000 1251.97 95 6.2500 1251.97 GRAND JUNCTIONCO 81504 5 03/15/05 01 0423592559 05 05/01/05 30.0000 0423592559 O 04/01/35 0 9858129 E22/G02 F 115,920.00 ZZ 360 115,920.00 1 6.3750 723.19 80 6.1250 723.19 NASHVILLE TN 37206 1 03/22/05 00 0423624477 05 05/01/05 0.0000 0423624477 O 04/01/35 0 9858135 E22/G02 F 113,000.00 ZZ 360 113,000.00 1 6.3750 704.97 80 6.1250 704.97 HELENA AL 35080 5 03/17/05 00 0423634310 05 05/01/05 0.0000 0423634310 O 04/01/35 0 9858161 E22/G02 F 88,000.00 ZZ 360 88,000.00 1 6.5000 556.22 80 6.2500 556.22 YAKIMA WA 98902 2 03/17/05 00 0423666049 05 05/01/05 0.0000 0423666049 N 04/01/35 0 9858165 E22/G02 F 326,250.00 ZZ 360 326,250.00 4 7.1250 2198.01 90 6.8750 2198.01 ORLANDO FL 32826 1 03/22/05 10 0423674357 05 05/01/05 25.0000 0423674357 N 04/01/35 0 9858171 E22/G02 F 90,640.00 ZZ 360 90,640.00 1 6.3750 565.48 80 6.1250 565.48 AUBURN WA 98002 1 03/18/05 00 0423680602 01 05/01/05 0.0000 0423680602 N 04/01/35 0 9858279 144/144 F 69,960.00 ZZ 360 69,892.01 1 6.1250 425.08 80 5.8750 425.08 WAPPINGERS FALNY 12590 1 02/25/05 00 160766865 01 04/01/05 0.0000 160766865 N 03/01/35 0 9858293 S54/G02 F 96,000.00 ZZ 360 96,000.00 2 7.2500 654.89 80 7.0000 654.89 INDIANAPOLIS IN 46218 1 03/17/05 00 0439093071 05 05/01/05 0.0000 11485602RFC N 04/01/35 0 9859831 H49/G02 F 101,840.00 ZZ 360 101,840.00 1 6.6250 652.09 80 6.3750 652.09 LEXINGTON KY 40511 1 03/11/05 00 0439096082 03 05/01/05 0.0000 636740 N 04/01/35 0 9859983 E22/U57 F 77,600.00 ZZ 360 77,600.00 1 6.2500 477.80 80 6.0000 477.80 UNIVERSTIY PLAWA 98466 5 03/17/05 00 0423325109 01 05/01/05 0.0000 0423325109 O 04/01/35 0 9860041 E22/U57 F 353,000.00 ZZ 360 353,000.00 1 6.2500 2173.48 79 6.0000 2173.48 NEW EGYPT NJ 08533 5 03/14/05 00 0423411412 05 05/01/05 0.0000 0423411412 O 04/01/35 0 9860061 E22/G02 F 79,200.00 ZZ 360 79,200.00 1 6.7500 513.69 90 6.5000 513.69 LYNN IN 47355 5 03/18/05 04 0423461458 05 05/01/05 25.0000 0423461458 O 04/01/35 0 9860069 E22/G02 F 114,550.00 ZZ 360 114,550.00 1 5.8750 677.61 79 5.6250 677.61 JACKSONVILLE FL 32208 5 03/17/05 00 0423477363 05 05/01/05 0.0000 0423477363 O 04/01/35 0 9860071 E22/G02 F 56,000.00 ZZ 360 56,000.00 1 6.5000 353.96 80 6.2500 353.96 NEWTON KS 67114 2 03/18/05 00 0423482074 05 05/01/05 0.0000 0423482074 O 04/01/35 0 9860131 E22/G02 F 113,400.00 ZZ 360 113,400.00 1 6.2500 698.22 90 6.0000 698.22 DORAVILLE GA 30340 1 03/23/05 04 0423533173 05 05/01/05 25.0000 0423533173 N 04/01/35 0 9860157 E22/G02 F 156,000.00 ZZ 360 156,000.00 1 6.7500 877.50 80 6.5000 877.50 TUSCUMBIA AL 35674 5 03/18/05 00 0423544204 05 05/01/05 0.0000 0423544204 O 04/01/35 0 9860159 E22/U57 F 88,000.00 ZZ 360 88,000.00 1 6.3750 549.01 80 6.1250 549.01 NAMPA ID 83686 2 03/18/05 00 0423545649 03 05/01/05 0.0000 0423545649 N 04/01/35 0 9860163 E22/G02 F 172,000.00 ZZ 360 172,000.00 1 6.2500 895.83 80 6.0000 895.83 GLASTONBURY CT 06033 2 03/18/05 00 0423549427 05 05/01/05 0.0000 0423549427 O 04/01/35 0 9860185 E22/G02 F 588,400.00 ZZ 360 588,400.00 1 6.0000 2942.00 80 5.7500 2942.00 (CASTAIC AREA)CA 91321 1 03/15/05 00 0423563543 05 05/01/05 0.0000 0423563543 O 04/01/35 0 9860227 E22/G02 F 292,000.00 ZZ 360 292,000.00 1 6.2500 1797.89 80 6.0000 1797.89 PANORAMA AREA,CA 91402 1 03/11/05 00 0423593177 05 05/01/05 0.0000 0423593177 O 04/01/35 0 9860295 E22/G02 F 102,000.00 ZZ 360 102,000.00 1 6.5000 644.71 75 6.2500 644.71 DES MOINES IA 50312 5 03/18/05 00 0423644475 05 05/01/05 0.0000 0423644475 O 04/01/35 0 9860299 E22/U57 F 259,000.00 ZZ 360 259,000.00 1 6.7500 1679.87 70 6.5000 1679.87 LONG BEACH CA 90805 5 03/18/05 00 0423655737 05 05/01/05 0.0000 0423655737 O 04/01/35 0 9860349 E22/G02 F 198,000.00 ZZ 360 198,000.00 1 6.5000 1251.49 78 6.2500 1251.49 LANCASTER CA 93535 5 03/16/05 00 0423705391 05 05/01/05 0.0000 0423705391 O 04/01/35 0 9860355 E22/U57 F 50,000.00 ZZ 360 50,000.00 1 7.5000 349.61 90 7.2500 349.61 MEMPHIS TN 38114 1 03/23/05 04 0423710706 05 05/01/05 25.0000 0423710706 N 04/01/35 0 9860361 E22/G02 F 50,000.00 ZZ 240 50,000.00 2 6.7500 380.18 63 6.5000 380.18 COLUMBIA MO 65202 2 03/23/05 00 0423719517 05 05/01/05 0.0000 0423719517 N 04/01/25 0 9860367 E22/G02 F 138,000.00 ZZ 360 138,000.00 1 6.2500 849.69 75 6.0000 849.69 FRESNO CA 93703 5 03/17/05 00 0423739051 05 05/01/05 0.0000 0423739051 O 04/01/35 0 9860371 E22/U57 F 42,320.00 ZZ 360 42,320.00 1 7.5000 295.91 80 7.2500 295.91 ALTOONA PA 16602 1 03/23/05 00 0423742584 05 05/01/05 0.0000 0423742584 O 04/01/35 0 9860811 X75/G02 F 130,400.00 ZZ 360 130,400.00 1 6.6250 834.97 80 6.3750 834.97 ORLANDO FL 32835 5 03/18/05 00 0439096991 05 05/01/05 0.0000 1050104662 O 04/01/35 0 9860819 Q87/G02 F 62,000.00 ZZ 360 61,943.95 1 6.5000 391.88 40 6.2500 391.88 SPANISH FORT AL 36527 2 03/18/05 00 0439096892 05 04/23/05 0.0000 BUPH03 O 03/23/35 0 9860939 825/G02 F 380,000.00 ZZ 360 380,000.00 1 6.2500 1979.17 79 6.0000 1979.17 BRECKENRIDGE CO 80424 5 03/18/05 00 0439096058 05 05/01/05 0.0000 0125 O 04/01/35 0 9861169 F62/F62 F 373,600.00 ZZ 360 373,600.00 1 6.0000 2239.92 80 5.7500 2239.92 MIAMI FL 33176 1 03/08/05 00 44680 03 05/01/05 0.0000 44680 O 04/01/35 0 9862569 E22/U57 F 220,000.00 ZZ 360 220,000.00 1 6.1250 1336.74 80 5.8750 1336.74 PUYALLUP WA 98374 2 03/17/05 00 0423243088 05 05/01/05 0.0000 0423243088 O 04/01/35 0 9862603 E22/G02 F 145,000.00 ZZ 360 145,000.00 1 6.5000 916.50 93 6.2500 916.50 WILLIAMSBURG MI 49690 2 03/19/05 04 0423378801 05 05/01/05 30.0000 0423378801 O 04/01/35 0 9862709 E22/G02 F 144,000.00 ZZ 360 144,000.00 1 6.2500 886.63 80 6.0000 886.63 COLORADO SPRINCO 80917 2 03/24/05 00 0423551969 05 05/01/05 0.0000 0423551969 N 04/01/35 0 9862857 E82/G02 F 273,000.00 ZZ 360 273,000.00 1 6.3750 1703.17 78 6.1250 1703.17 DYER IN 46311 2 03/22/05 00 0401083001 05 05/01/05 0.0000 0401083001 O 04/01/35 0 9862881 E82/G02 F 126,700.00 ZZ 360 126,700.00 1 6.1250 769.84 67 5.8750 769.84 MADERA CA 93638 5 03/22/05 00 0401082367 05 05/01/05 0.0000 0401082367 O 04/01/35 0 9863299 Q30/G02 F 183,920.00 ZZ 360 183,736.56 1 5.9900 1101.51 80 5.7400 1101.51 ALPHARETTA GA 30004 1 02/28/05 00 0439095159 03 04/01/05 0.0000 40038668 O 03/01/35 0 9863481 B39/G02 F 183,500.00 ZZ 360 183,500.00 1 6.3750 974.84 77 6.1250 974.84 COON RAPIDS MN 55433 5 03/21/05 00 0439096751 05 05/01/05 0.0000 05801206F O 04/01/35 0 9863493 U85/G02 F 85,000.00 ZZ 360 85,000.00 4 7.5000 594.33 85 7.2500 594.33 EAST PEORIA IL 61611 1 03/23/05 48 0439094954 05 05/01/05 20.0000 TQSSNYDER200 N 04/01/35 0 9863623 U42/G02 F 81,000.00 ZZ 360 81,000.00 1 6.5000 438.75 75 6.2500 438.75 FORT WORTH TX 76134 1 03/08/05 00 0439098401 05 05/01/05 0.0000 12500478 N 04/01/35 0 9864569 E22/G02 F 60,000.00 ZZ 360 60,000.00 1 6.2500 369.43 80 6.0000 369.43 AMERICUS GA 31719 5 03/21/05 00 0423221332 05 05/01/05 0.0000 0423221332 O 04/01/35 0 9864573 E22/G02 F 156,400.00 ZZ 360 156,400.00 1 6.2500 962.98 80 6.0000 962.98 MERRIMACK NH 03054 1 03/25/05 00 0423232867 01 05/01/05 0.0000 0423232867 O 04/01/35 0 9864575 E22/G02 F 132,000.00 ZZ 360 132,000.00 1 7.1250 783.75 75 6.8750 783.75 ROCKLEDGE FL 32955 5 03/25/05 00 0423241249 05 05/01/05 0.0000 0423241249 N 04/01/35 0 9864633 E22/G02 F 629,000.00 ZZ 360 629,000.00 1 6.2500 3276.04 70 6.0000 3276.04 CYPRESS CA 90630 1 02/25/05 00 0423429901 05 05/01/05 0.0000 0423429901 O 04/01/35 0 9864717 E22/U57 F 242,250.00 ZZ 360 242,250.00 1 6.6250 1551.15 95 6.3750 1551.15 MOBILE AL 36608 5 03/21/05 10 0423537596 05 05/01/05 30.0000 0423537596 O 04/01/35 0 9864731 E22/U57 F 75,200.00 ZZ 360 75,200.00 1 6.6250 481.51 80 6.3750 481.51 DES MOINES IA 50310 5 03/25/05 00 0423546522 05 05/01/05 0.0000 0423546522 N 04/01/35 0 9864733 E22/G02 F 207,200.00 ZZ 360 207,200.00 1 6.0000 1242.27 80 5.7500 1242.27 ELIZABETH CO 80107 1 03/25/05 00 0423547983 05 05/01/05 0.0000 0423547983 O 04/01/35 0 9864749 E22/U57 F 295,000.00 ZZ 360 295,000.00 1 5.8750 1444.27 71 5.6250 1444.27 LINCOLN CA 95648 5 03/17/05 00 0423565233 03 05/01/05 0.0000 0423565233 O 04/01/35 0 9864799 E22/G02 F 92,000.00 ZZ 360 92,000.00 2 6.7500 596.71 80 6.5000 596.71 BARSTOW CA 92311 1 03/17/05 00 0423603596 05 05/01/05 0.0000 0423603596 N 04/01/35 0 9864827 E22/G02 F 112,000.00 TX 360 112,000.00 1 6.3750 698.73 80 6.1250 698.73 LIPAN TX 76462 5 03/21/05 00 0423630938 05 05/01/05 0.0000 0423630938 O 04/01/35 0 9864941 E22/U57 F 71,200.00 ZZ 360 71,200.00 1 6.8750 467.73 80 6.6250 467.73 BRANSON MO 65616 1 03/25/05 00 0423788850 05 05/01/05 0.0000 0423788850 O 04/01/35 0 9864965 E82/G02 F 87,000.00 ZZ 360 87,000.00 1 6.7500 564.28 80 6.5000 564.28 ROMULUS MI 48174 2 03/24/05 00 0401096425 05 05/01/05 0.0000 0401096425 N 04/01/35 0 9866125 N16/G02 F 472,000.00 ZZ 360 471,507.21 1 5.7500 2754.46 80 5.5000 2754.46 PALMDALE CA 93551 5 03/18/05 00 0439103250 05 04/22/05 0.0000 548838480 O 03/22/35 0 9866129 F62/F62 F 279,500.00 ZZ 360 279,500.00 1 6.3750 1743.72 78 6.1250 1743.72 PLANTATION FL 33317 5 03/01/05 00 44712 05 05/01/05 0.0000 44712 O 04/01/35 0 9866445 E22/G02 F 108,000.00 ZZ 360 108,000.00 1 6.2500 664.97 80 6.0000 664.97 LACKAWAXEN PA 18435 5 03/23/05 00 0423093681 03 05/01/05 0.0000 0423093681 O 04/01/35 0 9866519 E22/U57 F 75,880.00 ZZ 360 75,880.00 1 6.6250 485.87 80 6.3750 485.87 PFLUGERVILLE TX 78660 1 03/28/05 00 0423375187 03 05/01/05 0.0000 0423375187 N 04/01/35 0 9866559 E22/G02 F 150,100.00 ZZ 360 150,100.00 1 6.7500 973.55 95 6.5000 973.55 RUSSELL PA 16345 5 03/22/05 04 0423437904 05 05/01/05 30.0000 0423437904 O 04/01/35 0 9866563 E22/G02 F 146,792.00 ZZ 360 146,792.00 1 6.2500 903.82 80 6.0000 903.82 JUNCTION CITY OR 97448 1 03/16/05 00 0423444413 05 05/01/05 0.0000 0423444413 O 04/01/35 0 9866587 E22/G02 F 63,200.00 TX 360 63,200.00 1 7.2500 431.14 80 7.0000 431.14 SAN ANTONIO TX 78237 5 03/28/05 00 0423465095 05 05/01/05 0.0000 0423465095 N 04/01/35 0 9866603 E22/U57 F 254,450.00 ZZ 360 254,450.00 1 5.8750 1505.17 80 5.6250 1505.17 ELK GROVE CA 95758 1 03/14/05 00 0423474113 05 05/01/05 0.0000 0423474113 O 04/01/35 0 9866611 E22/G02 F 244,000.00 ZZ 360 244,000.00 1 6.6250 1562.36 85 6.3750 1562.36 BERKELEY TOWNSNJ 08721 5 03/22/05 04 0423479823 05 05/01/05 12.0000 0423479823 O 04/01/35 0 9866647 E22/U57 F 237,500.00 ZZ 360 237,500.00 1 6.1250 1443.08 95 5.8750 1443.08 MIAMI FL 33175 2 03/23/05 10 0423515147 05 05/01/05 30.0000 0423515147 O 04/01/35 0 9866655 E22/G02 F 264,000.00 ZZ 360 264,000.00 1 5.8750 1561.66 80 5.6250 1561.66 EARLEVILLE MD 21919 5 03/21/05 00 0423518596 03 05/01/05 0.0000 0423518596 O 04/01/35 0 9866657 E22/G02 F 78,400.00 ZZ 360 78,400.00 2 7.1250 528.20 80 6.8750 528.20 PHILADELPHIA PA 19151 5 03/28/05 00 0423519180 05 05/01/05 0.0000 0423519180 N 04/01/35 0 9866691 E22/U57 F 292,000.00 ZZ 360 292,000.00 1 6.6250 1869.71 80 6.3750 1869.71 GALT CA 95632 5 03/11/05 00 0423540467 05 05/01/05 0.0000 0423540467 O 04/01/35 0 9866735 E22/G02 F 225,000.00 ZZ 360 225,000.00 1 6.0000 1348.99 65 5.7500 1348.99 LONG BEACH CA 90805 5 03/18/05 00 0423561950 05 05/01/05 0.0000 0423561950 O 04/01/35 0 9866845 E22/U57 F 316,350.00 ZZ 360 316,350.00 2 7.1250 2131.31 95 6.8750 2131.31 NEW ORLEANS LA 70118 1 03/28/05 10 0423634112 05 05/01/05 30.0000 0423634112 O 04/01/35 0 9866877 E22/G02 F 260,000.00 TX 360 260,000.00 1 6.5000 1643.38 68 6.2500 1643.38 HOUSTON TX 77019 5 03/23/05 00 0423659036 03 05/01/05 0.0000 0423659036 O 04/01/35 0 9866919 E22/G02 F 85,500.00 ZZ 360 85,500.00 1 6.2500 526.44 90 6.0000 526.44 SPOKANE WA 99205 5 03/21/05 01 0423691351 05 05/01/05 25.0000 0423691351 O 04/01/35 0 9866987 E22/G02 F 123,500.00 ZZ 360 123,500.00 1 6.6250 790.78 88 6.3750 790.78 SEAFORD DE 19973 5 03/23/05 01 0423737279 05 05/01/05 25.0000 0423737279 O 04/01/35 0 9867005 E22/U57 F 59,200.00 ZZ 360 59,200.00 1 6.6250 326.83 80 6.3750 326.83 EAGLE ID 83616 1 03/24/05 00 0423760115 09 05/01/05 0.0000 0423760115 N 04/01/35 0 9867009 E22/G02 F 84,800.00 ZZ 360 84,800.00 1 6.2500 522.13 80 6.0000 522.13 DERBY KS 67037 2 03/25/05 00 0423766120 05 05/01/05 0.0000 0423766120 N 04/01/35 0 9867023 E82/G02 F 83,000.00 ZZ 360 83,000.00 1 6.0000 497.63 83 5.7500 497.63 HEMLOCK MI 48626 2 03/25/05 04 0401087499 05 05/01/05 12.0000 0401095013 O 04/01/35 0 9867029 E82/G02 F 153,000.00 ZZ 360 153,000.00 1 6.1250 929.64 74 5.8750 929.64 MORENO VALLEY CA 92553 2 03/25/05 00 0401086889 05 05/01/05 0.0000 0401086889 O 04/01/35 0 9867069 E82/G02 F 77,700.00 ZZ 360 77,700.00 1 6.2500 478.41 50 6.0000 478.41 ARLINGTON TX 76017 2 03/25/05 00 0401091053 03 05/01/05 0.0000 0401091053 O 04/01/35 0 9867077 E82/G02 F 83,150.00 ZZ 360 83,150.00 1 7.0000 553.20 95 6.7500 553.20 VIRGINIA BEACHVA 23464 5 03/25/05 04 0401103098 05 05/01/05 30.0000 0401103098 O 04/01/35 0 9867519 U42/G02 F 75,200.00 ZZ 360 75,200.00 1 6.6250 481.51 80 6.3750 481.51 SAN ANTONIO TX 78233 1 03/24/05 00 0439107301 03 05/01/05 0.0000 49500212 N 04/01/35 0 9868033 N74/G02 F 58,425.00 ZZ 360 58,374.70 1 6.7500 378.94 95 6.5000 378.94 HOT SPRINGS AR 71913 1 03/24/05 10 0439114372 05 04/24/05 30.0000 2200003193 O 03/24/35 0 9868039 N74/G02 F 262,400.00 ZZ 360 262,400.00 1 6.8750 1503.33 80 6.6250 1503.33 WILLIAMSTON SC 29697 5 03/18/05 00 0439110933 05 04/23/05 0.0000 2200003167 O 03/23/35 0 9868185 E22/G02 F 76,287.00 ZZ 360 76,287.00 1 6.3750 475.93 80 6.1250 475.93 PILOT POINT TX 76258 1 03/29/05 00 0423709179 05 05/01/05 0.0000 0423709179 N 04/01/35 0 9868193 E22/G02 F 276,000.00 ZZ 360 276,000.00 1 6.6250 1767.26 76 6.3750 1767.26 CAMERON PARK CA 95682 5 03/23/05 00 0423714435 05 05/01/05 0.0000 0423714435 O 04/01/35 0 9868227 E22/G02 F 83,800.00 ZZ 360 83,800.00 1 6.1250 509.18 80 5.8750 509.18 CHEYENNE WY 82001 1 03/29/05 00 0423735000 07 05/01/05 0.0000 0423735000 N 04/01/35 0 9868237 E22/G02 F 172,000.00 TX 360 172,000.00 1 6.2500 1059.03 80 6.0000 1059.03 DUNCANVILLE TX 75137 5 03/24/05 00 0423742022 05 05/01/05 0.0000 0423742022 O 04/01/35 0 9868243 E22/G02 F 270,000.00 ZZ 360 270,000.00 3 6.7500 1518.75 75 6.5000 1518.75 ANDOVER NJ 07821 1 03/29/05 00 0423747377 05 05/01/05 0.0000 0423747377 N 04/01/35 0 9868271 E22/G02 F 112,000.00 ZZ 360 112,000.00 1 6.7500 726.43 80 6.5000 726.43 MOORE ID 83255 5 03/24/05 00 0423781731 05 05/01/05 0.0000 0423781731 O 04/01/35 0 9868335 E22/G02 F 225,000.00 ZZ 360 225,000.00 1 6.8750 1478.09 90 6.6250 1478.09 MADERA CA 93638 1 03/16/05 10 0423283845 05 05/01/05 25.0000 0423283845 N 04/01/35 0 9868433 E22/G02 F 285,500.00 ZZ 360 285,500.00 4 6.7500 1851.75 79 6.5000 1851.75 BLUESPRINGS MO 64014 2 03/28/05 00 0423641026 05 05/01/05 0.0000 0423641026 N 04/01/35 0 9868435 E22/G02 F 285,500.00 ZZ 360 285,500.00 4 6.7500 1851.75 79 6.5000 1851.75 BLUESPRINGS MO 64075 2 03/28/05 00 0423641190 05 05/01/05 0.0000 0423641190 N 04/01/35 0 9868465 E22/G02 F 238,000.00 ZZ 360 238,000.00 3 6.3750 1484.81 60 6.1250 1484.81 SILVERDALE WA 98383 5 03/23/05 00 0423502616 05 05/01/05 0.0000 0423502616 O 04/01/35 0 9868505 E22/G02 F 270,000.00 ZZ 360 270,000.00 2 6.3750 1684.45 75 6.1250 1684.45 MILFORD MA 01757 5 03/24/05 00 0423659382 05 05/01/05 0.0000 0423659382 O 04/01/35 0 9868511 E22/G02 F 64,000.00 ZZ 360 64,000.00 2 6.5000 404.52 80 6.2500 404.52 NEW ORLEANS LA 70119 1 03/29/05 00 0423666544 05 05/01/05 0.0000 0423666544 N 04/01/35 0 9868519 E22/G02 F 102,400.00 ZZ 360 102,400.00 1 6.8750 672.70 80 6.6250 672.70 ST LOUIS MO 63139 5 03/29/05 00 0423518588 05 05/01/05 0.0000 0423518588 N 04/01/35 0 9868545 E22/G02 F 450,000.00 ZZ 360 450,000.00 1 6.5000 2437.50 53 6.2500 2437.50 RINGWOOD NJ 07456 5 03/24/05 00 0423556653 05 05/01/05 0.0000 0423556653 O 04/01/35 0 9868925 W02/G02 F 60,299.00 ZZ 360 60,299.00 1 5.8750 356.69 90 5.6250 356.69 WILKES-BARRE PA 18702 5 03/24/05 12 0439116153 05 05/01/05 25.0000 0090107300 O 04/01/35 0 9868949 975/G02 F 312,000.00 ZZ 360 312,000.00 2 6.3750 1946.47 80 6.1250 1946.47 INGLEWOOD CA 90303 5 03/18/05 00 0439112178 05 05/01/05 0.0000 2051045 O 04/01/35 0 9868975 975/G02 F 356,250.00 ZZ 360 356,250.00 1 6.2500 2193.49 75 6.0000 2193.49 LAKEWOOD CA 90713 5 03/17/05 00 0439109174 05 05/01/05 0.0000 2051010 O 04/01/35 0 9869041 Q30/G02 F 59,375.00 ZZ 360 59,375.00 1 6.9900 394.63 95 6.7400 394.63 WILKES BARRE PA 18702 5 03/17/05 04 0439103409 05 05/01/05 30.0000 40039604 O 04/01/35 0 9869113 X64/G02 F 364,000.00 ZZ 360 364,000.00 1 6.5000 2300.73 80 6.2500 2300.73 ELK GROVE VILLIL 60007 5 03/24/05 00 0439107285 05 05/01/05 0.0000 0000040460 O 04/01/35 0 9869161 L20/G02 F 82,674.00 ZZ 360 82,674.00 1 6.8750 543.11 90 6.6250 543.11 WASHINGTON TERUT 84405 1 03/28/05 14 0439109034 05 05/01/05 25.0000 1061120330 N 04/01/35 0 9869415 E22/G02 F 128,000.00 ZZ 360 128,000.00 1 6.1250 653.33 80 5.8750 653.33 JACKSON GA 30233 2 03/30/05 00 0423275569 05 05/01/05 0.0000 0423275569 N 04/01/35 0 9869531 E22/G02 F 206,250.00 ZZ 360 206,250.00 1 6.6250 1320.64 75 6.3750 1320.64 PAWTUCKET RI 02860 5 03/25/05 00 0423475425 05 05/01/05 0.0000 0423475425 O 04/01/35 0 9869557 E22/G02 F 68,250.00 ZZ 360 68,250.00 1 6.7500 442.67 75 6.5000 442.67 MONROE LA 71201 5 03/30/05 00 0423500107 05 05/01/05 0.0000 0423500107 N 04/01/35 0 9869639 E22/G02 F 60,000.00 ZZ 360 60,000.00 1 6.5000 379.24 60 6.2500 379.24 LAKESIDE OR 97449 2 03/17/05 00 0423548999 05 05/01/05 0.0000 0423548999 O 04/01/35 0 9869677 E22/G02 F 85,000.00 ZZ 360 85,000.00 1 6.7500 551.31 49 6.5000 551.31 EL CENTRO CA 92243 5 03/23/05 00 0423565548 05 05/01/05 0.0000 0423565548 N 04/01/35 0 9869797 E22/G02 F 112,500.00 ZZ 360 112,500.00 1 6.8750 644.53 90 6.6250 644.53 AUSTIN TX 78748 1 03/18/05 04 0423631498 05 05/01/05 25.0000 0423631498 N 04/01/35 0 9869815 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 7.2500 682.18 80 7.0000 682.18 LEXINGTON KY 40514 5 03/30/05 00 0423644822 05 05/01/05 0.0000 0423644822 N 04/01/35 0 9869833 E22/G02 F 174,200.00 ZZ 360 174,200.00 1 6.1250 889.15 78 5.8750 889.15 LUSBY MD 20657 5 03/25/05 00 0423649086 03 05/01/05 0.0000 0423649086 O 04/01/35 0 9869949 E22/G02 F 60,800.00 ZZ 360 60,800.00 1 6.6250 389.31 95 6.3750 389.31 BATON ROUGE LA 70816 1 03/30/05 10 0423728641 01 05/01/05 30.0000 0423728641 O 04/01/35 0 9869955 E22/G02 F 65,000.00 ZZ 360 65,000.00 1 6.0000 389.71 66 5.7500 389.71 IDAHO FALLS ID 83401 1 03/28/05 00 0423733666 05 05/01/05 0.0000 0423733666 N 04/01/35 0 9869959 E22/G02 F 113,600.00 ZZ 360 113,600.00 1 6.2500 591.67 80 6.0000 591.67 BOISE ID 83713 1 03/24/05 00 0423734508 03 05/01/05 0.0000 0423734508 N 04/01/35 0 9869973 E22/G02 F 76,175.00 ZZ 360 76,175.00 1 6.5000 481.48 80 6.2500 481.48 ST. PETERSBURGFL 33703 1 03/30/05 00 0423740687 01 05/01/05 0.0000 0423740687 O 04/01/35 0 9870119 E22/G02 F 320,000.00 ZZ 360 320,000.00 1 6.5000 2022.62 80 6.2500 2022.62 WOODINVILLE WA 98072 5 03/24/05 00 0423059351 05 05/01/05 0.0000 0423059351 O 04/01/35 0 9870121 E22/G02 F 108,000.00 ZZ 360 108,000.00 1 6.3750 673.78 80 6.1250 673.78 WILLMAR MN 56201 5 03/25/05 00 0423089119 05 05/01/05 0.0000 0423089119 O 04/01/35 0 9870137 E22/G02 F 98,800.00 ZZ 360 98,800.00 1 6.1250 600.32 80 5.8750 600.32 ALBANY OR 97322 1 03/28/05 00 0423183243 05 05/01/05 0.0000 0423183243 O 04/01/35 0 9870147 E22/G02 F 100,000.00 ZZ 360 100,000.00 2 7.0000 665.30 80 6.7500 665.30 ZANESVILLE OH 43701 5 03/30/05 00 0423212299 05 05/01/05 0.0000 0423212299 N 04/01/35 0 9871291 N74/G02 F 71,200.00 ZZ 360 71,200.00 1 6.5000 450.03 80 6.2500 450.03 TRINITY NC 27370 5 03/16/05 00 0439104886 05 05/01/05 0.0000 0035976010 O 04/01/35 0 9871343 E82/G02 F 81,400.00 ZZ 360 81,400.00 1 6.2500 501.19 29 6.0000 501.19 PINE CITY MN 55063 2 03/26/05 00 0401101407 05 05/01/05 0.0000 0401101407 O 04/01/35 0 9871377 A46/G02 F 304,000.00 TX 360 304,000.00 1 6.5000 1921.49 80 6.2500 1921.49 AUSTIN TX 78738 5 03/23/05 00 0439112129 05 05/01/05 0.0000 0784221 O 04/01/35 0 9871511 144/144 F 333,000.00 ZZ 360 333,000.00 1 6.2500 2050.34 69 6.0000 2050.34 FISHKILL NY 12524 5 03/08/05 00 160741173 05 05/01/05 0.0000 160741173 O 04/01/35 0 9871831 E22/G02 F 61,200.00 ZZ 360 61,200.00 1 6.5000 386.83 85 6.2500 386.83 SAGINAW MI 48602 5 03/26/05 10 0423674506 05 05/01/05 12.0000 0423674506 O 04/01/35 0 9871949 E22/G02 F 197,000.00 ZZ 360 197,000.00 1 6.2500 1026.04 84 6.0000 1026.04 WHITE PLAINS MD 20695 5 03/25/05 01 0423730589 09 05/01/05 12.0000 0423730589 O 04/01/35 0 9871989 E22/G02 F 40,500.00 ZZ 360 40,500.00 1 8.1250 300.71 72 7.8750 300.71 MUSKEGON MI 49444 5 03/31/05 00 0423749860 05 05/01/05 0.0000 0423749860 N 04/01/35 0 9872029 E22/G02 F 428,000.00 ZZ 360 428,000.00 1 6.6250 2740.53 80 6.3750 2740.53 BELLAIRE TX 77401 1 03/29/05 00 0423773118 05 05/01/05 0.0000 0423773118 O 04/01/35 0 9872071 E22/G02 F 60,000.00 ZZ 360 60,000.00 1 7.1250 404.23 80 6.8750 404.23 HOUSTON TX 77077 1 03/31/05 00 0423799170 09 05/01/05 0.0000 0423799170 N 04/01/35 0 9872075 E22/G02 F 252,400.00 ZZ 360 252,400.00 1 6.3750 1574.65 80 6.1250 1574.65 BOULDER CITY NV 89005 1 03/25/05 00 0423800481 05 05/01/05 0.0000 0423800481 N 04/01/35 0 9872077 E22/G02 F 98,500.00 ZZ 360 98,500.00 1 5.8750 582.66 77 5.6250 582.66 ERATH LA 70533 1 03/31/05 00 0423801950 05 05/01/05 0.0000 0423801950 O 04/01/35 0 9872189 E22/G02 F 248,000.00 ZZ 360 248,000.00 1 6.1250 1265.83 70 5.8750 1265.83 IJAMSVILLE MD 21754 5 03/25/05 00 0423449016 05 05/01/05 0.0000 0423449016 O 04/01/35 0 9872203 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 03/31/05 00 0423466051 05 05/01/05 0.0000 0423466051 N 04/01/35 0 9872237 E22/G02 F 73,000.00 ZZ 360 73,000.00 1 6.0000 437.67 73 5.7500 437.67 SPOKANE WA 99207 2 03/29/05 00 0423493519 05 05/01/05 0.0000 0423493519 N 04/01/35 0 9872293 E22/G02 F 85,725.00 ZZ 360 85,725.00 1 6.7500 556.01 75 6.5000 556.01 CHESAPEAKE VA 23322 1 03/31/05 00 0423543420 05 05/01/05 0.0000 0423543420 N 04/01/35 0 9872301 E22/G02 F 88,800.00 ZZ 360 88,800.00 1 6.2500 546.76 80 6.0000 546.76 KENNEWICK WA 99337 1 03/22/05 00 0423548601 05 05/01/05 0.0000 0423548601 O 04/01/35 0 9872389 E22/G02 F 242,000.00 ZZ 360 242,000.00 1 5.8750 1184.79 90 5.6250 1184.79 SUMNER WA 98390 5 03/25/05 01 0423605179 03 05/01/05 25.0000 0423605179 O 04/01/35 0 9872419 E22/G02 F 66,000.00 ZZ 360 66,000.00 1 7.2500 450.24 71 7.0000 450.24 TITUSVILLE FL 32796 5 03/31/05 00 0423396381 05 05/01/05 0.0000 0423396381 N 04/01/35 0 9872451 E22/G02 F 78,300.00 ZZ 360 78,300.00 4 7.0000 520.93 90 6.7500 520.93 XENIA OH 45385 1 03/31/05 04 0423448968 05 05/01/05 25.0000 0423448968 N 04/01/35 0 9873121 E11/G02 F 234,700.00 ZZ 360 234,700.00 1 6.1250 1426.06 80 5.8750 1426.06 SAINT MICHAEL MN 55376 1 03/29/05 00 0439113531 05 05/01/05 0.0000 1 N 04/01/35 0 9873345 E22/G02 F 79,500.00 ZZ 360 79,500.00 1 6.5000 502.49 75 6.2500 502.49 OKLAHOMA CITY OK 73141 1 04/01/05 00 0422782169 05 05/01/05 0.0000 0422782169 O 04/01/35 0 9873363 E22/G02 F 84,000.00 ZZ 360 84,000.00 1 6.6250 537.86 80 6.3750 537.86 WILMINGTON DE 19806 5 03/28/05 00 0423221209 08 05/01/05 0.0000 0423221209 O 04/01/35 0 9873397 E22/G02 F 296,000.00 ZZ 240 296,000.00 1 6.3750 2185.17 80 6.1250 2185.17 BELLEVILLE NJ 08812 2 03/29/05 00 0423374883 05 05/01/05 0.0000 0423374883 O 04/01/25 0 9873481 E22/G02 F 90,900.00 ZZ 360 90,900.00 1 7.0000 530.25 90 6.7500 530.25 OCALA FL 34479 1 04/01/05 10 0423541119 05 05/01/05 30.0000 0423541119 O 04/01/35 0 9873565 E22/G02 F 68,400.00 ZZ 360 68,400.00 1 6.1250 415.61 80 5.8750 415.61 SPOKANE WA 99205 1 03/30/05 00 0423628155 05 05/01/05 0.0000 0423628155 N 04/01/35 0 9873641 E22/G02 F 286,400.00 ZZ 360 286,400.00 1 6.5000 1810.24 80 6.2500 1810.24 MIAMI FL 33185 1 04/01/05 00 0423725803 05 05/01/05 0.0000 0423725803 O 04/01/35 0 9873645 E22/G02 F 45,000.00 ZZ 360 45,000.00 1 7.3750 310.80 100 7.1250 310.80 THEODORE AL 36582 1 04/01/05 10 0423733567 05 05/01/05 35.0000 0423733567 O 04/01/35 0 9873657 E22/G02 F 182,000.00 ZZ 360 182,000.00 1 6.3750 1135.44 80 6.1250 1135.44 BOULDER CITY NV 89005 1 03/29/05 00 0423745561 01 05/01/05 0.0000 0423745561 N 04/01/35 0 9873669 E22/G02 F 279,920.00 ZZ 360 279,920.00 1 6.8750 1603.71 80 6.6250 1603.71 SUN CITY CA 92586 1 03/23/05 00 0423760479 05 05/01/05 0.0000 0423760479 O 04/01/35 0 9873727 E22/G02 F 168,000.00 ZZ 360 168,000.00 4 6.8750 1103.64 80 6.6250 1103.64 GARDNER KS 66030 2 04/01/05 00 0423854454 05 05/01/05 0.0000 0423854454 N 04/01/35 0 9873791 E82/G02 F 235,000.00 ZZ 360 235,000.00 1 6.8750 1543.78 72 6.6250 1543.78 HENDERSON NV 89015 5 03/29/05 00 0401099346 05 05/01/05 0.0000 0401099346 O 04/01/35 0 9874049 U05/G02 F 240,000.00 TX 360 240,000.00 1 6.7500 1556.64 80 6.5000 1556.64 HOUSTON TX 77079 5 03/21/05 00 0439112756 03 05/01/05 0.0000 3000730515 O 04/01/35 0 9874095 Q73/G02 F 88,400.00 ZZ 360 88,400.00 1 6.5000 558.75 85 6.2500 558.75 BILOXI MS 39532 5 03/18/05 01 0439115841 05 05/01/05 12.0000 3250161 O 04/01/35 0 9874475 E22/G02 F 66,800.00 ZZ 360 66,800.00 1 6.5000 422.22 88 6.2500 422.22 PUEBLO CO 81001 2 04/04/05 10 0423844711 05 05/01/05 20.0000 0423844711 N 04/01/35 0 9874645 E22/G02 F 310,000.00 ZZ 360 310,000.00 3 6.6250 1711.46 64 6.3750 1711.46 WEST NEW YORK NJ 07093 5 03/29/05 00 0423480128 05 05/01/05 0.0000 0423480128 O 04/01/35 0 9874651 E22/G02 F 108,000.00 ZZ 360 108,000.00 1 5.8750 638.86 80 5.6250 638.86 EAST WENATCHEEWA 98802 2 03/24/05 00 0423493949 05 05/01/05 0.0000 0423493949 O 04/01/35 0 9874675 E22/G02 F 326,670.00 ZZ 360 326,670.00 1 6.3750 2038.00 85 6.1250 2038.00 RALEIGH NC 27614 1 04/04/05 04 0423535228 03 05/01/05 12.0000 0423535228 O 04/01/35 0 9874691 E22/G02 F 289,000.00 ZZ 360 289,000.00 4 6.7500 1874.45 80 6.5000 1874.45 BLUE SPRINGS MO 64015 2 04/01/05 00 0423552595 05 05/01/05 0.0000 0423552595 N 04/01/35 0 9874719 E22/G02 F 50,250.00 ZZ 360 50,250.00 1 6.2500 309.40 75 6.0000 309.40 JACKSONVILLE NC 28540 1 04/04/05 00 0423589001 05 05/01/05 0.0000 0423589001 N 04/01/35 0 9874783 E22/G02 F 228,000.00 T 360 228,000.00 1 6.0000 1366.98 80 5.7500 1366.98 RODANTHE NC 27968 1 04/04/05 00 0423644525 05 05/01/05 0.0000 0423644525 O 04/01/35 0 9874805 E22/G02 F 87,500.00 ZZ 360 87,500.00 1 6.5000 553.06 56 6.2500 553.06 ST. PETERS MO 63376 2 03/29/05 00 0423663780 05 05/01/05 0.0000 0423663780 O 04/01/35 0 9874889 E22/G02 F 76,500.00 ZZ 360 76,500.00 1 6.8750 502.55 90 6.6250 502.55 OLATHE KS 66061 1 04/04/05 10 0423713734 09 05/01/05 25.0000 0423713734 N 04/01/35 0 9874891 E22/G02 F 289,000.00 ZZ 360 289,000.00 4 6.7500 1874.45 80 6.5000 1874.45 BLUE SPRINGS MO 64015 2 04/01/05 00 0423714252 05 05/01/05 0.0000 0423714252 N 04/01/35 0 9876243 E22/G02 F 52,800.00 ZZ 360 52,800.00 1 6.3750 329.40 80 6.1250 329.40 DAYTON OH 45406 5 04/05/05 00 0423801737 05 05/01/05 0.0000 0423801737 N 04/01/35 0 9877981 E22/G02 F 88,000.00 ZZ 360 88,000.00 1 7.3750 540.83 80 7.1250 540.83 GREER SC 29650 5 04/06/05 00 0423877224 05 05/01/05 0.0000 0423877224 N 04/01/35 0 Total Number of Loans 1,276 Total Original Balance 214,424,190.00 Total Principal Balance 214,032,268.78 Total Original P+I 1,314,935.00 Total Current P+I 1,314,933.09 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 8335202 0.2500 426560.05 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 8340760 0.2500 125381.13 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9585273 0.2500 270194.40 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9585525 0.2500 307434.57 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9609343 0.2500 178842.29 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9614522 0.2500 135646.72 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9628932 0.2500 23108.08 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9628940 0.2500 48872.71 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9628966 0.2500 40352.36 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9628990 0.2500 57384.90 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9629010 0.2500 80515.22 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9629030 0.2500 75514.55 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9629058 0.2500 49856.93 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9629066 0.2500 245081.33 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9629068 0.2500 61033.11 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9629070 0.2500 69119.99 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9629072 0.2500 73239.72 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9629080 0.2500 89836.82 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9629086 0.2500 55339.30 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9629106 0.2500 56082.08 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9629110 0.2500 33362.05 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9629112 0.2500 71803.67 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9629124 0.2500 264925.64 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9629132 0.2500 36799.36 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9629138 0.2500 80863.49 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9629140 0.2500 56577.40 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9629158 0.2500 44839.88 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9629176 0.2500 212581.70 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.7500 1.0450 9629186 0.2500 249194.41 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9629212 0.2500 49754.50 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9629228 0.2500 44719.16 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9629240 0.2500 82638.62 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9631324 0.2500 72770.25 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631622 0.2500 470199.30 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9631626 0.2500 335939.39 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631712 0.2500 211545.66 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631754 0.2500 76962.71 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9631770 0.2500 332674.33 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9631778 0.2500 75245.06 0.0300 5.3750 0.0000 5.1250 0.0000 5.0950 5.0950 0.0000 9633756 0.2500 73463.30 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9633790 0.2500 74891.08 0.0800 7.6250 0.0000 7.3750 0.0000 7.2950 5.7500 1.5450 9633820 0.2500 59888.54 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9633836 0.2500 68756.05 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9633840 0.2500 49909.26 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9633850 0.2500 61510.53 0.0800 7.6250 0.0000 7.3750 0.0000 7.2950 5.7500 1.5450 9633872 0.2500 85041.76 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9633874 0.2500 42536.56 0.0800 7.5000 0.0000 7.2500 0.0000 7.1700 5.7500 1.4200 9634018 0.2500 66878.53 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9634030 0.2500 405986.59 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9634052 0.2500 71778.83 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9634058 0.2500 318108.90 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9634076 0.2500 63880.20 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9634080 0.2500 332438.86 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9634094 0.2500 302437.23 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9634136 0.2500 90846.65 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9634156 0.2500 184245.21 0.0800 7.8750 0.0000 7.6250 0.0000 7.5450 5.7500 1.7950 9634168 0.2500 68650.74 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9634170 0.2500 49929.19 0.0800 7.7500 0.0000 7.5000 0.0000 7.4200 5.7500 1.6700 9634172 0.2500 72805.71 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9634184 0.2500 94306.82 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9635310 0.2500 51825.87 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9635320 0.2500 73331.70 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9635322 0.2500 59828.31 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9635326 0.2500 246421.98 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9635350 0.2500 78973.38 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9635358 0.2500 84622.50 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9635364 0.2500 69386.04 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9635370 0.2500 90124.01 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9635394 0.2500 59885.82 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9635422 0.2500 81503.99 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9635424 0.2500 59844.15 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9635426 0.2500 63079.74 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9635428 0.2500 82170.76 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9635430 0.2500 68242.28 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9635513 0.2500 44329.71 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9635552 0.2500 81536.54 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9635554 0.2500 81985.73 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9635558 0.2500 81959.09 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9635564 0.2500 41409.88 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9635606 0.2500 90028.95 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9635622 0.2500 57422.94 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9635646 0.2500 89820.35 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9635652 0.2500 83753.79 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9635654 0.2500 63675.13 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9635662 0.2500 86324.14 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9635694 0.2500 71723.87 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9635706 0.2500 82151.71 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9635714 0.2500 78955.58 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9635760 0.2500 239543.35 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9635764 0.2500 87851.71 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9635774 0.2500 61635.31 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9635952 0.2500 423661.77 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.7500 1.1700 9635964 0.2500 398432.92 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9639295 0.2500 338370.07 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9649984 0.2500 82694.22 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9649994 0.2500 31403.38 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9649998 0.2500 31383.88 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9650050 0.2500 79834.13 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9650052 0.2500 68886.55 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.7500 0.9200 9654272 0.2500 243233.22 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9654292 0.2500 226499.24 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654294 0.2500 287114.79 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654298 0.2500 324303.47 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9654302 0.2500 268585.70 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9654314 0.2500 244128.18 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9654318 0.2500 81843.98 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9654332 0.2500 274029.47 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654334 0.2500 319174.81 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9654338 0.2500 84223.33 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654346 0.2500 300759.31 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654350 0.2500 255249.72 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9654354 0.2500 159215.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9654356 0.2500 145357.03 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654362 0.2500 358925.15 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9654364 0.2500 109653.78 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654372 0.2500 83924.06 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9654374 0.2500 271444.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654378 0.2500 81861.81 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9654384 0.2500 104500.80 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654386 0.2500 358897.20 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654388 0.2500 249578.72 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9654400 0.2500 243286.22 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9654404 0.2500 262672.70 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9654420 0.2500 332262.94 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9654422 0.2500 266898.97 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654426 0.2500 98616.49 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9654430 0.2500 164620.34 0.0300 5.2500 0.0000 5.0000 0.0000 4.9700 4.9700 0.0000 9654750 0.2500 175622.80 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9654762 0.2500 284756.28 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9654764 0.2500 236086.05 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9654766 0.2500 299372.06 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654768 0.2500 333264.69 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9654774 0.2500 108465.57 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654776 0.2500 82243.21 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9654782 0.2500 209559.45 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654784 0.2500 278295.13 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9654786 0.2500 168436.55 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9654788 0.2500 359279.72 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9654790 0.2500 358949.08 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9654796 0.2500 242393.24 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654798 0.2500 66875.55 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9654800 0.2500 91330.03 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9654814 0.2500 236515.54 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654818 0.2500 302218.97 0.0300 5.3750 0.0000 5.1250 0.0000 5.0950 5.0950 0.0000 9654820 0.2500 164654.63 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654830 0.2500 237757.35 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654834 0.2500 264471.06 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9654836 0.2500 287338.81 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9654838 0.2500 358932.13 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9654840 0.2500 216556.43 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654842 0.2500 99823.04 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9654844 0.2500 282857.06 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9654846 0.2500 319959.94 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9654848 0.2500 89816.02 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654850 0.2500 96116.77 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9654854 0.2500 184914.15 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9654856 0.2500 317749.15 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654858 0.2500 219337.35 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9654862 0.2500 299354.33 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654864 0.2500 259389.79 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9654868 0.2500 223231.73 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5.7500 0.6700 9868335 0.2500 225000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9868433 0.2500 285500.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9868435 0.2500 285500.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9868465 0.2500 238000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9868505 0.2500 270000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9868511 0.2500 64000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9868519 0.2500 102400.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9868545 0.2500 450000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9868925 0.2500 60299.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9868949 0.2500 312000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9868975 0.2500 356250.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9869041 0.2500 59375.00 0.0800 6.9900 0.0000 6.7400 0.0000 6.6600 5.7500 0.9100 9869113 0.2500 364000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9869161 0.2500 82674.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9869415 0.2500 128000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9869531 0.2500 206250.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9869557 0.2500 68250.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9869639 0.2500 60000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9869677 0.2500 85000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9869797 0.2500 112500.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9869815 0.2500 100000.00 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.7500 1.1700 9869833 0.2500 174200.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9869949 0.2500 60800.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9869955 0.2500 65000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9869959 0.2500 113600.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9869973 0.2500 76175.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9870119 0.2500 320000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9870121 0.2500 108000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9870137 0.2500 98800.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9870147 0.2500 100000.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.7500 0.9200 9871291 0.2500 71200.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9871343 0.2500 81400.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9871377 0.2500 304000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9871511 0.2500 333000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9871831 0.2500 61200.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9871949 0.2500 197000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9871989 0.2500 40500.00 0.0800 8.1250 0.0000 7.8750 0.0000 7.7950 5.7500 2.0450 9872029 0.2500 428000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9872071 0.2500 60000.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.7500 1.0450 9872075 0.2500 252400.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9872077 0.2500 98500.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9872189 0.2500 248000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9872203 0.2500 66400.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9872237 0.2500 73000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9872293 0.2500 85725.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9872301 0.2500 88800.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9872389 0.2500 242000.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9872419 0.2500 66000.00 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.7500 1.1700 9872451 0.2500 78300.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.7500 0.9200 9873121 0.2500 234700.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9873345 0.2500 79500.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9873363 0.2500 84000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9873397 0.2500 296000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9873481 0.2500 90900.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.7500 0.9200 9873565 0.2500 68400.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.7500 0.0450 9873641 0.2500 286400.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9873645 0.2500 45000.00 0.0800 7.3750 0.0000 7.1250 0.0000 7.0450 5.7500 1.2950 9873657 0.2500 182000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9873669 0.2500 279920.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9873727 0.2500 168000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9873791 0.2500 235000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9874049 0.2500 240000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9874095 0.2500 88400.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9874475 0.2500 66800.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9874645 0.2500 310000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.7500 0.5450 9874651 0.2500 108000.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9874675 0.2500 326670.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9874691 0.2500 289000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9874719 0.2500 50250.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.7500 0.1700 9874783 0.2500 228000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9874805 0.2500 87500.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.7500 0.4200 9874889 0.2500 76500.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.7500 0.7950 9874891 0.2500 289000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.7500 0.6700 9876243 0.2500 52800.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.7500 0.2950 9877981 0.2500 88000.00 0.0800 7.3750 0.0000 7.1250 0.0000 7.0450 5.7500 1.2950 Total Number of Loans: 1,276 Total Original Balance: 214,424,190.00 Total Principal Balance: 214,032,268.78 Total Original P+I: 1,314,935.00 Total Current P+I: 1,314,933.09 EXHIBIT TWO SCHEDULE OF DISCOUNT FRACTIONS Schedule of Discount Fractions Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 9629086 $55,339.30 5.720% .5217% $288.73 9629110 $33,362.05 5.595% 2.6957% $899.32 9629186 $249,194.41 5.345% 7.0435% $17,551.95 9631324 $72,770.25 5.470% 4.8696% $3,543.59 9631622 $470,199.30 5.595% 2.6957% $12,674.94 9631626 $335,939.39 5.470% 4.8696% $16,358.79 9631712 $211,545.66 5.345% 7.0435% $14,900.17 9631754 $76,962.71 5.595% 2.6957% $2,074.65 9631770 $332,674.33 5.595% 2.6957% $8,967.74 9631778 $75,245.06 5.095% 11.3913% $8,571.39 9634030 $405,986.59 5.720% .5217% $2,118.19 9634184 $94,306.82 5.595% 2.6957% $2,542.18 9635326 $246,421.98 5.470% 4.8696% $11,999.68 9635358 $84,622.50 5.470% 4.8696% $4,120.75 9635364 $69,386.04 5.595% 2.6957% $1,870.41 9635422 $81,503.99 5.720% .5217% $425.24 9635430 $68,242.28 5.595% 2.6957% $1,839.57 9635554 $81,985.73 5.720% .5217% $427.75 9635558 $81,959.09 5.720% .5217% $427.61 9635606 $90,028.95 5.720% .5217% $469.72 9635622 $57,422.94 5.595% 2.6957% $1,547.92 9635646 $89,820.35 5.720% .5217% $468.63 9635654 $63,675.13 5.345% 7.0435% $4,484.94 9635706 $82,151.71 5.595% 2.6957% $2,214.52 9635714 $78,955.58 5.595% 2.6957% $2,128.37 9650050 $79,834.13 5.595% 2.6957% $2,152.05 9654292 $226,499.24 5.470% 4.8696% $11,029.53 9654294 $287,114.79 5.595% 2.6957% $7,739.62 9654298 $324,303.47 5.345% 7.0435% $22,842.24 9654332 $274,029.47 5.595% 2.6957% $7,386.88 9654338 $84,223.33 5.470% 4.8696% $4,101.31 9654346 $300,759.31 5.595% 2.6957% $8,107.42 9654354 $159,215.00 5.220% 9.2174% $14,675.47 9654356 $145,357.03 5.595% 2.6957% $3,918.32 9654364 $109,653.78 5.470% 4.8696% $5,339.66 9654374 $271,444.00 5.595% 2.6957% $7,317.19 9654384 $104,500.80 5.470% 4.8696% $5,088.73 9654386 $358,897.20 5.470% 4.8696% $17,476.73 9654404 $262,672.70 5.720% .5217% $1,370.47 9654420 $332,262.94 5.345% 7.0435% $23,402.87 9654422 $266,898.97 5.595% 2.6957% $7,194.67 9654430 $164,620.34 4.970% 13.5652% $22,331.11 9654750 $175,622.80 5.345% 7.0435% $12,369.95 9654764 $236,086.05 5.720% .5217% $1,231.75 9654766 $299,372.06 5.470% 4.8696% $14,578.12 9654774 $108,465.57 5.595% 2.6957% $2,923.85 9654782 $209,559.45 5.470% 4.8696% $10,204.63 9654796 $242,393.24 5.470% 4.8696% $11,803.50 9654814 $236,515.54 5.595% 2.6957% $6,375.64 9654818 $302,218.97 5.095% 11.3913% $34,426.68 9654820 $164,654.63 5.470% 4.8696% $8,017.96 9654830 $237,757.35 5.595% 2.6957% $6,409.11 9654834 $264,471.06 5.720% .5217% $1,379.85 9654836 $287,338.81 5.720% .5217% $1,499.16 9654838 $358,932.13 5.720% .5217% $1,872.69 9654840 $216,556.43 5.595% 2.6957% $5,837.61 9654848 $89,816.02 5.595% 2.6957% $2,421.13 9654856 $317,749.15 5.595% 2.6957% $8,565.41 9654858 $219,337.35 5.470% 4.8696% $10,680.78 9654862 $299,354.33 5.595% 2.6957% $8,069.55 9654864 $259,389.79 5.595% 2.6957% $6,992.25 9654868 $223,231.73 5.595% 2.6957% $6,017.55 9655340 $154,335.36 5.720% .5217% $805.23 9655344 $212,774.44 5.720% .5217% $1,110.13 9655346 $125,918.09 5.595% 2.6957% $3,394.31 9655350 $131,380.90 5.595% 2.6957% $3,541.57 9655356 $107,699.34 5.595% 2.6957% $2,903.20 9655362 $93,887.69 5.595% 2.6957% $2,530.89 9655364 $110,967.23 5.470% 4.8696% $5,403.62 9655388 $303,332.98 5.220% 9.2174% $27,959.39 9655394 $91,109.20 5.720% .5217% $475.35 9655410 $155,177.65 5.720% .5217% $809.62 9655422 $101,306.12 5.595% 2.6957% $2,730.86 9655424 $151,645.03 5.595% 2.6957% $4,087.82 9655430 $158,874.58 5.595% 2.6957% $4,282.71 9655438 $135,475.84 5.470% 4.8696% $6,597.08 9655444 $171,639.98 5.470% 4.8696% $8,358.12 9655446 $89,332.61 5.470% 4.8696% $4,350.11 9655454 $147,690.22 5.470% 4.8696% $7,191.87 9655458 $149,843.39 5.470% 4.8696% $7,296.72 9655460 $203,781.91 5.345% 7.0435% $14,353.33 9655468 $151,609.45 5.595% 2.6957% $4,086.86 9655474 $214,770.45 5.720% .5217% $1,120.54 9655480 $104,580.63 5.470% 4.8696% $5,092.62 9655484 $200,768.79 5.345% 7.0435% $14,141.11 9655488 $130,270.18 5.720% .5217% $679.67 9655490 $115,878.88 5.470% 4.8696% $5,642.80 9655492 $263,473.05 5.720% .5217% $1,374.64 9655596 $50,097.37 5.595% 2.6957% $1,350.45 9655644 $103,867.62 5.220% 9.2174% $9,573.89 9655652 $324,548.23 5.720% .5217% $1,693.30 9655708 $110,828.33 5.720% .5217% $578.23 9655710 $567,713.16 5.720% .5217% $2,961.98 9655766 $188,423.14 5.720% .5217% $983.08 9655768 $259,468.53 5.595% 2.6957% $6,994.37 9655806 $124,744.48 5.595% 2.6957% $3,362.68 9655826 $243,312.47 5.720% .5217% $1,269.46 9655958 $209,560.43 5.470% 4.8696% $10,204.68 9655962 $179,623.22 5.470% 4.8696% $8,746.87 9655978 $87,910.27 5.595% 2.6957% $2,369.76 9655992 $227,773.02 5.720% .5217% $1,188.38 9656098 $328,936.65 5.345% 7.0435% $23,168.58 9656104 $254,466.24 5.470% 4.8696% $12,391.40 9656120 $101,152.80 5.595% 2.6957% $2,726.73 9656130 $349,267.39 5.470% 4.8696% $17,007.80 9656132 $74,843.02 5.470% 4.8696% $3,644.53 9656140 $159,680.62 5.720% .5217% $833.12 9656148 $249,488.97 5.595% 2.6957% $6,725.35 9656162 $339,288.34 5.470% 4.8696% $16,521.87 9656168 $132,045.54 5.595% 2.6957% $3,559.49 9656178 $237,445.48 5.220% 9.2174% $21,886.28 9656180 $309,366.33 5.595% 2.6957% $8,339.44 9656186 $399,592.17 5.595% 2.6957% $10,771.62 9656188 $199,528.26 5.095% 11.3913% $22,728.87 9656192 $279,189.88 5.720% .5217% $1,456.64 9656196 $163,355.99 5.470% 4.8696% $7,954.73 9656206 $140,106.12 5.470% 4.8696% $6,822.56 9656216 $378,443.11 5.720% .5217% $1,974.49 9656238 $251,484.88 5.595% 2.6957% $6,779.16 9656240 $355,468.34 5.220% 9.2174% $32,764.91 9656244 $169,660.67 5.720% .5217% $885.19 9656246 $122,844.77 5.595% 2.6957% $3,311.47 9656250 $144,696.48 5.470% 4.8696% $7,046.09 9656254 $255,464.16 5.470% 4.8696% $12,439.99 9656272 $248,491.02 5.595% 2.6957% $6,698.45 9656278 $127,519.58 5.220% 9.2174% $11,753.98 9656280 $230,738.51 5.720% .5217% $1,203.85 9656282 $302,380.64 5.595% 2.6957% $8,151.13 9656288 $290,081.72 5.595% 2.6957% $7,819.59 9656320 $344,656.55 5.720% .5217% $1,798.21 9656334 $178,117.44 5.345% 7.0435% $12,545.66 9656354 $148,103.78 5.720% .5217% $772.72 9656366 $69,677.87 5.220% 9.2174% $6,422.48 9656386 $358,914.84 5.595% 2.6957% $9,675.10 9656394 $214,766.93 5.720% .5217% $1,120.52 9656404 $129,870.58 5.720% .5217% $677.59 9656440 $145,694.39 5.470% 4.8696% $7,094.68 9656448 $419,561.49 5.470% 4.8696% $20,430.82 9656454 $302,620.15 5.595% 2.6957% $8,157.59 9656464 $281,037.92 5.720% .5217% $1,466.28 9656466 $115,626.19 5.345% 7.0435% $8,144.11 9656468 $73,379.09 5.720% .5217% $382.85 9656470 $180,139.72 5.720% .5217% $939.86 9656478 $129,734.27 5.595% 2.6957% $3,497.18 9656484 $99,795.58 5.595% 2.6957% $2,690.14 9656504 $294,221.08 5.470% 4.8696% $14,327.29 9656518 $338,789.38 5.470% 4.8696% $16,497.57 9656540 $122,305.39 5.720% .5217% $638.12 9656542 $81,910.24 5.220% 9.2174% $7,549.99 9656666 $207,574.83 5.595% 2.6957% $5,595.50 9656672 $65,462.80 5.720% .5217% $341.55 9656678 $60,678.64 5.720% .5217% $316.58 9656682 $309,683.94 5.595% 2.6957% $8,348.00 9656686 $53,407.97 5.470% 4.8696% $2,600.74 9656698 $139,559.37 5.470% 4.8696% $6,795.93 9656708 $224,683.58 5.720% .5217% $1,172.26 9656712 $85,564.73 5.720% .5217% $446.42 9656726 $155,205.98 5.470% 4.8696% $7,557.86 9656768 $166,866.09 5.720% .5217% $870.61 9656772 $103,791.51 5.470% 4.8696% $5,054.20 9656776 $128,920.12 5.720% .5217% $672.63 9656786 $225,538.03 5.595% 2.6957% $6,079.72 9656792 $171,127.72 5.470% 4.8696% $8,333.18 9656794 $182,769.63 5.595% 2.6957% $4,926.83 9656800 $111,620.26 5.470% 4.8696% $5,435.42 9656808 $201,960.89 5.470% 4.8696% $9,834.62 9656814 $102,683.40 5.595% 2.6957% $2,767.99 9656816 $128,438.09 5.345% 7.0435% $9,046.51 9656818 $256,681.60 5.470% 4.8696% $12,499.28 9659991 $118,579.29 5.595% 2.6957% $3,196.49 9661083 $373,069.52 5.595% 2.6957% $10,056.66 9668050 $458,909.95 5.345% 7.0435% $32,323.22 9668052 $473,031.11 5.595% 2.6957% $12,751.27 9668054 $547,414.15 5.345% 7.0435% $38,557.00 9668058 $498,953.44 5.470% 4.8696% $24,296.86 9668064 $300,036.29 5.470% 4.8696% $14,610.46 9668066 $399,582.38 5.470% 4.8696% $19,457.92 9668068 $399,182.37 5.595% 2.6957% $10,760.57 9668074 $388,166.33 5.345% 7.0435% $27,340.41 9668082 $411,797.39 5.595% 2.6957% $11,100.63 9668090 $375,194.18 5.345% 7.0435% $26,426.72 9668106 $113,186.80 5.470% 4.8696% $5,511.71 9668112 $638,660.39 5.470% 4.8696% $31,099.98 9668116 $253,468.33 5.470% 4.8696% $12,342.81 9668132 $498,953.44 5.470% 4.8696% $24,296.86 9668134 $295,380.42 5.470% 4.8696% $14,383.74 9668138 $299,679.28 5.345% 7.0435% $21,107.84 9668148 $315,338.58 5.470% 4.8696% $15,355.62 9668154 $79,920.36 5.720% .5217% $416.98 9668160 $413,511.88 5.345% 7.0435% $29,125.62 9668162 $212,278.14 5.470% 4.8696% $10,337.02 9668164 $429,561.60 5.595% 2.6957% $11,579.49 9707341 $507,904.81 5.595% 2.6957% $13,691.35 9714567 $351,798.76 5.595% 2.6957% $9,483.27 9720257 $481,749.68 5.720% .5217% $2,513.48 9726547 $259,728.57 5.595% 2.6957% $7,001.38 9741717 $356,925.48 5.720% .5217% $1,862.22 9766359 $61,016.30 5.720% .5217% $318.35 9772029 $255,489.03 5.720% .5217% $1,332.99 9777589 $84,507.47 5.720% .5217% $440.91 9784563 $250,586.73 5.595% 2.6957% $6,754.95 9789655 $82,481.05 5.595% 2.6957% $2,223.40 9794813 $224,317.15 5.720% .5217% $1,170.35 9796187 $67,131.49 5.595% 2.6957% $1,809.63 9797783 $239,497.64 5.470% 4.8696% $11,662.49 9798941 $106,782.88 5.470% 4.8696% $5,199.86 9799059 $59,355.13 5.595% 2.6957% $1,600.01 9799207 $235,000.00 5.595% 2.6957% $6,334.78 9799323 $83,448.78 5.720% .5217% $435.38 9800679 $87,820.12 5.595% 2.6957% $2,367.33 9800737 $114,629.57 5.470% 4.8696% $5,581.96 9802381 $79,824.28 5.595% 2.6957% $2,151.78 9805741 $265,329.21 5.595% 2.6957% $7,152.35 9806225 $79,836.46 5.595% 2.6957% $2,152.11 9806327 $343,296.84 5.595% 2.6957% $9,254.09 9809057 $61,936.79 5.595% 2.6957% $1,669.60 9815069 $249,345.52 5.595% 2.6957% $6,721.49 9815411 $202,198.51 5.720% .5217% $1,054.95 9816383 $74,625.64 5.720% .5217% $389.35 9817599 $274,256.23 5.595% 2.6957% $7,392.99 9817621 $485,679.18 5.595% 2.6957% $13,092.22 9817635 $168,000.00 5.720% .5217% $876.52 9817637 $121,104.77 5.470% 4.8696% $5,897.28 9817639 $295,589.98 5.470% 4.8696% $14,393.95 9817671 $74,850.29 5.720% .5217% $390.52 9817695 $233,000.00 5.470% 4.8696% $11,346.09 9817705 $79,836.46 5.595% 2.6957% $2,152.11 9817723 $159,672.92 5.595% 2.6957% $4,304.23 9817725 $116,868.62 5.595% 2.6957% $3,150.37 9817737 $198,250.00 5.470% 4.8696% $9,653.91 9817743 $251,484.88 5.595% 2.6957% $6,779.16 9817749 $216,343.21 5.470% 4.8696% $10,534.97 9817769 $256,462.05 5.470% 4.8696% $12,488.59 9817791 $179,100.00 5.470% 4.8696% $8,721.39 9817795 $128,736.30 5.595% 2.6957% $3,470.28 9817825 $89,820.35 5.720% .5217% $468.63 9817831 $407,200.00 5.720% .5217% $2,124.52 9817833 $56,787.32 5.095% 11.3913% $6,468.82 9817847 $126,809.03 5.595% 2.6957% $3,418.33 9817857 $196,850.00 5.720% .5217% $1,027.04 9818945 $87,649.73 5.595% 2.6957% $2,362.73 9818971 $332,335.32 5.720% .5217% $1,733.92 9818979 $162,100.00 5.720% .5217% $845.74 9819003 $85,429.13 5.720% .5217% $445.72 9819009 $230,594.92 5.220% 9.2174% $21,254.84 9819029 $280,439.12 5.720% .5217% $1,463.16 9819033 $199,600.78 5.720% .5217% $1,041.40 9819035 $83,741.79 5.595% 2.6957% $2,257.39 9819067 $274,134.70 5.720% .5217% $1,430.27 9819069 $84,545.47 5.720% .5217% $441.11 9819085 $147,704.58 5.720% .5217% $770.63 9819105 $207,908.14 5.595% 2.6957% $5,604.48 9819131 $114,654.81 5.720% .5217% $598.20 9819241 $233,476.98 5.470% 4.8696% $11,369.31 9819427 $332,271.90 5.720% .5217% $1,733.59 9820313 $316,000.00 5.470% 4.8696% $15,387.83 9822243 $387,613.74 5.720% .5217% $2,022.33 9824239 $49,949.02 5.595% 2.6957% $1,346.45 9824493 $86,661.55 5.595% 2.6957% $2,336.09 9826397 $307,685.98 5.595% 2.6957% $8,294.14 9826491 $295,705.33 5.720% .5217% $1,542.81 9827561 $384,598.03 5.470% 4.8696% $18,728.25 9828689 $84,800.00 5.720% .5217% $442.43 9829457 $210,200.00 5.710% .6957% $1,462.26 9829959 $117,600.00 5.595% 2.6957% $3,170.09 9829993 $236,480.00 5.595% 2.6957% $6,374.68 9830169 $75,600.00 5.720% .5217% $394.43 9830175 $475,526.14 5.720% .5217% $2,481.01 9832077 $186,626.75 5.720% .5217% $973.70 9832305 $209,391.34 5.720% .5217% $1,092.48 9832325 $110,500.00 5.470% 4.8696% $5,380.87 9833623 $264,000.00 5.595% 2.6957% $7,116.52 9833689 $203,717.00 5.720% .5217% $1,062.87 9833787 $327,473.67 5.720% .5217% $1,708.56 9833847 $244,000.00 5.720% .5217% $1,273.04 9833849 $223,800.00 5.720% .5217% $1,167.65 9833875 $162,700.00 5.720% .5217% $848.87 9836031 $39,000.00 5.720% .5217% $203.48 9836037 $35,700.00 5.720% .5217% $186.26 9836045 $36,700.00 5.720% .5217% $191.48 9836153 $70,000.00 5.595% 2.6957% $1,886.96 9836171 $298,000.00 5.720% .5217% $1,554.78 9837327 $231,658.73 5.595% 2.6957% $6,244.71 9838013 $352,100.00 5.595% 2.6957% $9,491.39 9838111 $71,928.32 5.720% .5217% $375.28 9838377 $102,392.98 5.470% 4.8696% $4,986.09 9838389 $544,744.04 5.595% 2.6957% $14,684.40 9838397 $159,657.08 5.345% 7.0435% $11,245.41 9838449 $266,727.78 5.595% 2.6957% $7,190.05 9838459 $270,916.85 5.470% 4.8696% $13,192.47 9838471 $199,796.09 5.595% 2.6957% $5,385.81 9838797 $511,478.00 5.595% 2.6957% $13,787.67 9838979 $83,914.36 5.595% 2.6957% $2,262.04 9839469 $75,034.82 5.595% 2.6957% $2,022.68 9839491 $83,120.00 5.595% 2.6957% $2,240.63 9840439 $241,600.00 5.720% .5217% $1,260.52 9840607 $70,500.00 5.470% 4.8696% $3,433.04 9840725 $70,500.00 5.470% 4.8696% $3,433.04 9841173 $214,137.43 5.720% .5217% $1,117.24 9841181 $363,560.30 5.470% 4.8696% $17,703.81 9841205 $466,067.88 5.720% .5217% $2,431.66 9841655 $67,200.00 5.595% 2.6957% $1,811.48 9841657 $67,200.00 5.595% 2.6957% $1,811.48 9841667 $309,000.00 5.595% 2.6957% $8,329.57 9841707 $211,200.00 5.595% 2.6957% $5,693.22 9841721 $286,000.00 5.720% .5217% $1,492.17 9841745 $457,000.00 5.720% .5217% $2,384.35 9842189 $153,750.00 5.720% .5217% $802.17 9842201 $98,000.00 5.720% .5217% $511.30 9845635 $131,000.00 5.595% 2.6957% $3,531.30 9845699 $264,000.00 5.720% .5217% $1,377.39 9847061 $208,000.00 5.720% .5217% $1,085.22 9847085 $236,500.00 5.720% .5217% $1,233.91 9847125 $77,500.00 5.720% .5217% $404.35 9847167 $97,600.00 5.720% .5217% $509.22 9854025 $500,000.00 5.595% 2.6957% $13,478.26 9854573 $248,000.00 5.595% 2.6957% $6,685.22 9854727 $208,000.00 5.470% 4.8696% $10,128.70 9855069 $72,000.00 5.595% 2.6957% $1,940.87 9855561 $456,900.00 5.720% .5217% $2,383.83 9855581 $720,000.00 5.595% 2.6957% $19,408.70 9855583 $675,294.21 5.470% 4.8696% $32,883.89 9855591 $525,600.00 5.720% .5217% $2,742.26 9855755 $321,500.00 5.595% 2.6957% $8,666.52 9855943 $97,994.00 5.595% 2.6957% $2,641.58 9857025 $132,512.58 5.720% .5217% $691.37 9857967 $140,000.00 5.595% 2.6957% $3,773.91 9860069 $114,550.00 5.595% 2.6957% $3,087.87 9860185 $588,400.00 5.720% .5217% $3,069.91 9861169 $373,600.00 5.720% .5217% $1,949.22 9863299 $183,736.56 5.710% .6957% $1,278.17 9864733 $207,200.00 5.720% .5217% $1,081.04 9864749 $295,000.00 5.595% 2.6957% $7,952.17 9866125 $471,507.21 5.470% 4.8696% $22,960.35 9866603 $254,450.00 5.595% 2.6957% $6,859.09 9866655 $264,000.00 5.595% 2.6957% $7,116.52 9866735 $225,000.00 5.720% .5217% $1,173.91 9867023 $83,000.00 5.720% .5217% $433.04 9868925 $60,299.00 5.595% 2.6957% $1,625.45 9869955 $65,000.00 5.720% .5217% $339.13 9872077 $98,500.00 5.595% 2.6957% $2,655.22 9872237 $73,000.00 5.720% .5217% $380.87 9872389 $242,000.00 5.595% 2.6957% $6,523.48 9874651 $108,000.00 5.595% 2.6957% $2,911.30 9874783 $228,000.00 5.720% .5217% $1,189.57 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 Insured Payment for such Distribution Date, and the respective portions thereof allocable to principal and interest for the Insured Certificates; (vii) the amount of any Certificate Insurance Payment made on such Distribution Date, the amount of any reimbursement payment made to the Certificate Insurer on such Distribution Date pursuant to Section 4.02(a)(xvi) and the amount of Cumulative Insurance Payments after giving effect to any such Certificate Insurance Payment or any such reimbursement payment to the Certificate Insurer; (viii) 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; (ix) the related Subordinate Principal Distribution Amount and Prepayment Distribution Percentage, if applicable; (x) 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; (xi) the number, aggregate principal balance and book value of any REO Properties; (xii) 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; (xiii) the amount, if any, required to be paid under the Yield Maintenance Agreement for such Distribution Date and any shortfall in amounts previously required to be paid under the Yield Maintenance Agreement for prior Distribution Dates; (xiv) 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; (xv) 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 Pass-Through Rates on the Floater Certificates and Inverse Floater Certificates for such Distribution Date, separately identifying LIBOR for such Distribution Date; (xiv) the Notional Amount with respect to each class of Interest Only Certificates and each Subclass Notional Amount; (xv) the occurrence of the Credit Support Depletion Date; (xvi) the related Senior Accelerated Distribution Percentage applicable to such distribution; (xvii) the related Senior Percentage for such Distribution Date; (xviii)the aggregate amount of Realized Losses for such Distribution Date; (xix) the aggregate amount of any recoveries on previously foreclosed loans from Sellers due to a breach of a representation or warranty assigned to the Trustee pursuant to Section 2.04; (xx) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; and (xxi) 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