EX-10 2 qs10ssfinal.txt EX 10.1 SERIES SUPPLEMENT EXECUTION COPY ================================================================================ RESIDENTIAL ACCREDIT LOANS, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee SERIES SUPPLEMENT, DATED AS OF JULY 1, 2005, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of August 1, 2004 Mortgage Asset-Backed Pass-Through Certificates Series 2005-QS10 ===============================================================================
ARTICLE I DEFINITIONS..................................................................4 Section 1.01. Definitions...........................................................4 Section 1.02. Use of Words and Phrases.............................................27 Section 1.03. Determination of LIBOR...............................................27 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.................29 Section 2.01. Conveyance of Mortgage Loans.........................................29 Section 2.02. Acceptance by Trustee. (See Section 2.02 of the Standard Terms).....30 Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company. 30 Section 2.04. Representations and Warranties of Sellers.(See Section 2.04 of the Standard Terms)...............................................................33 Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates.33 Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee.......................................................33 Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II ............34 Section 2.08. Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms). 34 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.................................35 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS..............................................36 Section 4.01. Certificate Account. (See Section 4.01 of the Standard Terms).......36 Section 4.02. Distributions........................................................36 Section 4.03. Statements to Certificateholders; Statements to the Rating Agencies; Exchange Act Reporting. (See Section 4.03 of the Standard Terms)..............45 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)...................45 Section 4.05. Allocation of Realized Losses........................................45 Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms)..........................................47 Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms)......................................................47 Section 4.08. Surety Bond. (See Section 4.08 of the Standard Terms)................47 Section 4.09. Reserve Fund.........................................................47 ARTICLE V THE CERTIFICATES............................................................48 Section 5.01. The Certificates.....................................................48 Section 5.02. Registration of Transfer and Exchange of Certificates(See Section 5.02 of the Standard Terms)......................................................50 Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates(See Section 5.03 of the Standard Terms)......................................................50 Section 5.04. Persons Deemed Owners (See Section 5.04 of the Standard Terms).......50 Section 5.05. Appointment of Paying Agent (See Section 5.04 of the Standard Terms).50 Section 5.06. U.S.A. Patriot Act Compliance 82 (See Section 5.05 of the Standard Terms) 50 ARTICLE VI THE COMPANY AND THE MASTER SERVICER.........................................51 ARTICLE VII DEFAULT.....................................................................52 ARTICLE VIII CONCERNING THE TRUSTEE......................................................53 ARTICLE IX TERMINATION.................................................................54 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.54 Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard Terms) 54 Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms) 54 ARTICLE X REMIC PROVISIONS............................................................55 Section 10.01.REMIC Administration. (See Section 10.01 of the Standard Terms).....55 Section 10.02.Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms).........................................55 Section 10.03.Designation of REMIC.................................................55 Section 10.04.Distributions on the Uncertificated REMIC I and REMIC II Regular Interests. 55 Section 10.05.Compliance with Withholding Requirements.............................58 ARTICLE XI MISCELLANEOUS PROVISIONS....................................................59 Section 11.01.Amendment. (See Section 11.01 of the Standard Terms)................59 Section 11.02.Recordation of Agreement; Counterparts. (See Section 11.02 of the Standard Terms)...............................................................59 Section 11.03.Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms)...............................................................59 Section 11.04.Governing Law. (See Section 11.04 of the Standard Terms)............59 Section 11.05.Notices..............................................................59 Section 11.06.Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms)......................................................60 Section 11.07.Severability of Provisions. (See Section 11.07 of the Standard Terms)60 Section 11.08.Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms)......................................................60 Section 11.09.Allocation of Voting Rights..........................................60 Section 11.10.No Petition..........................................................60
EXHIBITS Exhibit One: Mortgage Loan Schedule Exhibit Two: Schedule of Discount Fractions Exhibit Three: Information to be Included in Monthly Distribution Date Statement Exhibit Four: Standard Terms of Pooling and Servicing Agreement Dated as of August 1, 2004 APPENDIX Appendix I: Definition of Class X Principal Reduction Amounts This is a Series Supplement, dated as of July 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 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), exclusive of the Yield Maintenance Agreement, as three 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. The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising the interests in the Trust Fund created hereunder.
AGGREGATE INITIAL CERTIFICATE PASS-THROUGH PRINCIPAL MATURITY FITCH/ MINIMUM DESIGNATION RATE BALANCE FEATURES(1) DATE S&P DENOMINATIONS(2) I-A 6.00% $54,240,000.00 Senior/ Fixed Rate August 25, AAA/AAA $25,000.00 2035 II-A 6.00% $69,933,000.00 Senior/ Fixed Rate August 25, AAA/AAA $25,000.00 2035 III-A-1 Adjustable $105,149,000.00 Senior/ August 25, AAA/AAA $25,000.00 Rate(3) Floater/Adjustable 2035 Rate III-A-2 Adjustable $0.00(4) Senior/Interest August 25, AAA/AAA $2,000,000.00 Rate(3) Only/Inverse 2035 Floater/Adjustable Rate III-A-3 5.50% $13,283,000.00 Senior/Prepayment August 25, AAA/AAA $25,000.00 Lockout/Fixed Rate 2035 III-A-4 5.50% $7,324,000.00 Senior/Fixed Rate August 25, AAA/AAA $25,000.00 2035 Class A-P 0.00% $1,864,997.10 Senior/Principal August 25, AAA/AAA $25,000.00 Only 2035 Class A-V Variable $0.00 Senior/Interest August 25, AAA/AAA $2,000,000.00 Rate(5) Only/ Variable Rate 2035 Class R-I 6.00% Senior/Residual/Fixed August 25, AAA/AAA (6) $100.00 Rate 2035 Class R-II 6.00% Senior/Residual/Fixed August 25, AAA/AAA (6) $50.00 Rate 2035 Class 6.00% Senior/Residual/Fixed August 25, AAA/AAA (6) R-III $50.00 Rate 2035 Class M-1 Variable $6,909,500.00 Mezzanine/Fixed August 25, AA/NA $25,000.00 Rate(7) Rate 2035 Class M-2 Variable $2,391,800.00 Mezzanine/Fixed August 25, A/NA $250,000.00 Rate(7) Rate 2035 Class M-3 Variable $1,594,500.00 Mezzanine/Fixed August 25, BBB/NA $250,000.00 Rate(7) Rate 2035 Class B-1 Variable $1,195,900.00 Subordinate/Fixed August 25, BB/NA $250,000.00 Rate(7) Rate 2035 Class B-2 Variable $930,200.00 Subordinate/Fixed August 25, B/NA $250,000.00 Rate(7) Rate 2035 Class B-3 Variable $931,424.40 Subordinate/Fixed August 25, NA/NA $250,000.00 Rate(7) Rate 2035
____________ (1) The Certificates, other than the Class B and Class R Certificates shall be Book-Entry Certificates. The Class B and 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 A-P, Class B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that one Certificate of any of the Class A-P and Class B-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 Rates: Initial Formula Maximum Minimum ------------------------------------------ ---------------- ----------------- Class III-A-1 3.9168% LIBOR + 0.50% Subject to the 0.50% Available Funds Cap ------------------------------------------ ---------------- ----------------- Class III-A-2 1.5832% 5.00% - LIBOR 5.00% 0.00% The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $265,747,521.50. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: ARTICLE I DEFINITIONS Section 1.01...Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Adjustable Rate Certificates: Any of the Class III-A-1 and the III-A-2 Certificates. 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 and any additional amounts to be included with respect to such Loan Group, as applicable, pursuant to Section 4.02(j), 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 in the related Loan Group pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount shall be determined separately for each Loan Group. Additionally, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, if on any Distribution Date Compensating Interest provided pursuant to Section 3.16 of the Standard Terms 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. Available Funds Cap: With respect to any Distribution Date on or before the Distribution Date in October 2013 and the Class III-A-1 Certificates, 5.50% per annum payable from amounts due on the Group III Loans, plus amounts, if any, paid pursuant to the Yield Maintenance Agreement and allocated to that Class of Certificates, expressed as a per annum rate. With respect to any distribution date after October 2013 and the Class III-A-1 Certificates, 5.50% 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) $108,524 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 greatest 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, over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Relevant Anniversary. The Bankruptcy Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Capitalization Reimbursement Amount: As to any Distribution Date and Loan Group, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans in such 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: As to any Distribution Date and Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans in such Loan Group during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount for that Loan Group and Distribution Date. Certificate: Any Class I-A, Class II-A, Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4, Class A-V, Class A-P, Class M, Class B or Class R Certificate. Certificate Group: With respect to (i) Loan Group I, the Class I-A and Class R-I Certificates, (ii) Loan Group II, the Class II-A, Class R-II Certificates and Class R-III Certificates, and (iii) Loan Group III, the Class III-A-1, Class III-A-2, Class III-A-3 and Class III-A-4 Certificates. Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01 of the Standard Terms, which shall be entitled "Deutsche Bank Trust Company Americas, as trustee, in trust for the registered holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QS10" and which must be an Eligible Account. Certificate Policy: None. Class A-P Collection Shortfall: With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan, any Distribution Date and any Loan Group, the extent to which the amount described in clause (C) of the definition of Class A-P Principal Distribution Amount for such Loan Group is less than the amount described in clause (C)(1) of such definition. Class A-P Principal Distribution Amount: With respect to any Distribution Date and 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 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 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 Discount Mortgage Loan in the related Loan Group (or, in the case of a substitution of a Deleted Mortgage Loan in the related Loan Group, 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 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; (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 Loan Group and the amount of any Class A-P Collection Shortfalls for such Loan Group 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 for such Distribution Date, if any, related to each Discount Mortgage Loan in the related Loan Group. 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 shall equal the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan in the related Loan Group received or advanced prior to the related Determination Date and not previously distributed minus the related Discount Fraction of the portion of the related Capitalization Reimbursement Amount for such Distribution Date, if any, related to each Discount Mortgage Loan in the related Loan Group. Class I 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 Class I-A and Class R-I 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) in Loan Group I immediately prior to such Distribution Date. Class II 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 Class II-A, Class R-II and Class R-III 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) in Loan Group II immediately prior to such Distribution Date. Class III 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 Class III-A-1, Class III-A-3 and Class III-A-4 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) in Loan Group III immediately prior to such Distribution Date. Class R Certificate: Any one of the Class R-I Certificates, Class R-II Certificates and Class R-III 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. Class R-III Certificate: Any one of the Class R-III 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 III for purposes of the REMIC Provisions. Closing Date: July 28, 2005. Corporate Trust Office: The principal office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this instrument is located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Residential Funding Corporation Series 2005-QS10. Cut-off Date: July 1, 2005. Determination Date: With respect to any Distribution Date, the second Business Day prior to each Distribution Date. Discount Net Mortgage Rate: With respect to Loan Group I and Loan Group II, 6.00% per annum. With respect to Loan Group III, 5.50% per annum. Due Period: With respect to each Distribution Date, the calendar month in which such Distribution Date occurs. Eligible Funds: With respect to any Distribution Date and Loan Group, such Loan Group's portion of an amount that is allocated among the Loan Groups pro rata, based on the aggregate unpaid Class A-P Collection Shortfalls for each Loan Group, which amount is equal to the excess of (i) the sum of the Available Distribution Amount for all Loan Groups over (ii) the sum of, for all Loan Groups, the Senior Interest Distribution Amounts, Senior Principal Distribution Amounts (determined without regard to Section 4.02(a)(ii)(Y)(D) hereof), the Class A-P Principal Distribution Amounts (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. Floater Certificates: Any of the Class III-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% 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) 2.00% 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 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. Group I Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group I Loans. Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group II Loans. Group III Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group III Loans. Initial Monthly Payment Fund: $26,571, representing scheduled principal amortization and interest at the Net Mortgage Rate payable during the August 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 III-A-2 Certificates, $105,149,000. With respect to the Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date Principal Balance of the Mortgage Loans corresponding to the Uncertificated REMIC I Regular Interests Z corresponding to the Uncertificated REMIC II Regular Interests Z corresponding to the Uncertificated REMIC III Regular Interests Z represented by such Class or Subclass on the Cut-off Date. Initial Subordinate Class Percentage: With respect to each Class of Subordinate Certificates, an amount which is equal to the initial aggregate Certificate Principal Balance of such Class of Subordinate Certificates divided by the aggregate Stated Principal Balance of all the Mortgage Loans as of the Cut-off Date as follows: Class M-1: 2.60% Class B-1: 0.45% Class M-2: 0.90% Class B-2: 0.35% Class M-3: 0.60% Class B-3: 0.35% 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: The Class III-A-2 and Class A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Inverse Floater Certificates: The Class III-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 III-A-3 Certificates. Lockout Prepayment Percentage: For any Distribution Date occurring prior to the Distribution Date in August 2010, 0%, and for any Distribution Date thereafter, as follows: 30% for any Distribution Date on or after August 2010 and prior to August 2011; 40% for any Distribution Date on or after August 2011 and prior to August 2012; 60% for any Distribution Date on or after August 2012 and prior to August 2013; 80% for any Distribution Date on or after August 2013 and prior to August 2014; and 100% for any Distribution Date thereafter. Loan Group: Any of Loan Group I, Loan Group II or Loan Group III. Loan Group I: The group of Mortgage Loans comprised of the Group I Loans. Loan Group II: The group of Mortgage Loans comprised of the Group II Loans. Loan Group III: The group of Mortgage Loans comprised of the Group III Loans. Maturity Date: August 25, 2035, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan. Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One (as amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which list or lists shall set forth the following information as to each Mortgage Loan: (i) the Mortgage Loan identifying number ("RFC LOAN #"); (ii) the maturity of the Mortgage Note ("MATURITY DATE"); (iii) the Mortgage Rate ("ORIG RATE"); (iv) the Subservicer pass-through rate ("CURR NET"); (v) the Net Mortgage Rate ("NET MTG RT"); (vi) the Pool Strip Rate ("STRIP"); (vii) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL P & I"); (viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (ix) the Loan-to-Value Ratio at origination ("LTV"); (x) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE"); (xi) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation residence; and (xii) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner occupied residence. Such schedule may consist of multiple reports that collectively set forth all of the information required. Net WAC Rate: With respect to any Distribution Date and each Loan Group, a per annum rate equal to the weighted average of the Net Mortgage Rates of the related Mortgage Loans weighted on the basis of the respective Stated Principal Balance of each such Mortgage Loan as of the beginning of the related Due Period, using the Net Mortgage Rates in effect for the scheduled payments due on those Mortgage Loans during such Due Period. Notional Amount: As of any Distribution Date, (i) with respect to the Class III-A-2 Certificates, an amount equal to the Certificate Principal Balance of the Class III-A-1 Certificates immediately prior to such date; provided, however, for federal income tax purposes, as of any Distribution Date, with respect to the Class III-A-2 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of Uncertificated REMIC II Regular Interest W; 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 corresponding to the Uncertificated REMIC II Regular Interests Z corresponding to the Uncertificated REMIC III 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 Certificates, Class A-V Certificates and Class A-P Certificates), Class M Certificates and Class B Certificates and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto. o With respect to the Class III-A-1 Certificates and the initial Interest Accrual Period, 3.9168% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.50%, subject to a maximum rate equal to the Available Funds Cap and a minimum rate of 0. 50% per annum. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 5.50%. o With respect to the Class III-A-2 Certificates and the initial Interest Accrual Period, 1.5832% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 5.00% minus LIBOR, subject to a maximum rate of 5.00% per annum and a minimum rate of 0.00% per annum. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 5.00%. o With respect to each Class of the Class M Certificates and Class B Certificates, the weighted average of 6.00%, 6.00% and 5.50% per annum with respect to Loan Group I, Loan Group II and Loan Group III, respectively, weighted on the basis of the related Subordinate Percentage. 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 0.3735% 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 corresponding to the Uncertificated REMIC II Regular Interests Z corresponding to the Uncertificated REMIC III 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; (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. Pool Strip Rate: With respect to each Mortgage Loan in any Loan Group, 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 for such Loan Group (but not less than 0.00%) per annum. Prepayment Assumption: The prepayment assumption to be used for determining the accrual of original issue discount and premium and market discount on the Certificates for federal income tax purposes, which assumes a constant prepayment rate of 10.0% per annum of the then outstanding principal balance of the related Mortgage Loans in the first month of the life of such Mortgage Loans and an additional approximately 0.9090909% per annum in each month thereafter until the twelfth month, and beginning in the twelfth month and in each month thereafter during the life of the Mortgage Loans, a constant prepayment rate of 20.0% per annum. 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 August 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. 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 for so long as the Adjustable Rate Certificates are in book-entry form), 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 II Regular Interest, other than any Uncertificated REMIC II Regular Interest Z, those classes of Certificates identified as "Related Classes of Certificates" to such Uncertificated REMIC II Regular Interest in the definition of Uncertificated REMIC II Regular Interest. As to any Uncertificated REMIC II Regular Interest Z, the Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c) representing the Uncertificated REMIC III Regular Interest Z corresponding to such Uncertificated REMIC II Regular Interest Z. 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, (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, in each case related to the Mortgage Loans, and (v) all proceeds of clauses (i) through (iv) above. REMIC I Certificates: The Class R-I Certificates. REMIC I X Principal Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the Uncertificated REMIC I Regular Interests X-I and X-II will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix I. REMIC I X-I Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I X-I Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the Uncertificated REMIC I Regular Interest X-I on such Distribution Date in reduction of the principal balance thereof. REMIC I X-I Principal Reduction Amount: The REMIC I X Principal Reduction Amount for the Uncertificated REMIC I Regular Interest X-I as determined pursuant to the provisions of Appendix I. REMIC I X-II Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I X-II Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the Uncertificated REMIC I Regular Interest X-II on such Distribution Date in reduction of the principal balance thereof. REMIC I X-II Principal Reduction Amount: The REMIC I X Principal Reduction Amount for the Uncertificated REMIC I Regular Interest X-II as determined pursuant to the provisions of Appendix I. REMIC I Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the Uncertificated REMIC I Regular Interests Y-I and Y-II will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of (A) the sum of (x) the excess of the Available Distribution Amount for the related Loan Group(s) (i.e. the "related Loan Groups" for the Uncertificated REMIC I Regular Interest Y-I are the Group I Loans and the Group II Loans, the "related Loan Group" for the Uncertificated REMIC I Regular Interest Y-II is the Group III Loans) over the sum of the amounts thereof distributable (i) in respect of Uncertificated Accrued Interest on such regular interest, the related Uncertificated REMIC I Regular Interest X-I or X-II, as applicable, and the Uncertificated REMIC I Regular Interests Z relating to Mortgage Loans in the related Loan Group(s), (ii) to the Uncertificated REMIC I Regular Interests pursuant to clause (C)(1) of the definition of "Uncertificated REMIC I Distribution Amount", (iii) to the Uncertificated REMIC I Regular Interest A-P-L, and (iv) in the case of the Group I Loans and the Group II Loans, to the Class R-I Certificates and (y) the amount of Realized Losses allocable to principal for the related Loan Group(s) over (B) the REMIC I X Principal Reduction Amount for the related Loan Group(s). REMIC I Y-I Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Y-I Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the Uncertificated REMIC I Regular Interest Y-I on such Distribution Date in reduction of the principal balance thereof. REMIC I Y-I Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for the Uncertificated REMIC I Regular Interest Y-I as determined pursuant to the provisions of Appendix I. REMIC I Y-II Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Y-II Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the Uncertificated REMIC I Regular Interest Y-II on such Distribution Date in reduction of the principal balance thereof. REMIC I Y-II Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for the Uncertificated REMIC I Regular Interest Y-II as determined pursuant to the provisions of Appendix I. REMIC II: The segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests, with respect to which a separate REMIC election is to be made. REMIC II Certificates: The Class R-II Certificates. REMIC III: The segregated pool of assets consisting of the Uncertificated REMIC II 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 and the Class R-II Certificates) pursuant to Section 2.06, with respect to which a separate REMIC election is to be made. REMIC III Certificates: Any Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates). Senior Accelerated Distribution Percentage: With respect to any Distribution Date occurring on or prior to the 60th Distribution Date and any Loan Group, 100%. With respect to any Distribution Date thereafter and any such Loan Group, as 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 related Senior Percentage for such Distribution Date; provided, however, (i) that any scheduled reduction to the Senior Accelerated Distribution Percentage described above shall not occur as of any Distribution Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage Loans delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Subordinate Certificates, is less than 50% or (Y) the outstanding principal balance of Mortgage Loans delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans averaged over the last six months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans to date for such Distribution Date if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate Principal Balances of the Subordinate Certificates or (b)(1) the outstanding principal balance of Mortgage Loans delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans to date for such Distribution Date, if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the Initial Certificate Principal Balances of the Subordinate Certificates, and (ii) that for any Distribution Date on which the Senior Percentage is greater than the Senior Percentage as of the Closing Date, the Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%, or, if the Mortgage Pool is comprised of two or more Loan Groups, for any Distribution Date on which the weighted average of the Senior Percentages for each Loan Group, weighted on the basis of the Stated Principal Balances of the Mortgage Loans in the related Loan Group (excluding the Discount Fraction of the Discount Mortgage Loans in such Loan Group) exceeds the weighted average of the initial Senior Percentages (calculated on such basis) for each Loan Group, each of the Senior Accelerated Distribution Percentages for such Distribution Date will equal 100%. 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 I-A, Class II-A, Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4, Class A-P, Class A-V 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 Interest Distribution Amount: With respect to any Distribution Date and Loan Group, the aggregate amount of Accrued Certificate Interest to be distributed to the Holders of the related Senior Certificates for that Distribution Date. Senior Percentage: The Class I Percentage, Class II Percentage or Class III Percentage, as applicable. Senior Principal Distribution Amount: With respect to any Distribution Date and Loan Group, the lesser of (a) the balance of the related 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 of the related Certificate Group on such Distribution Date pursuant to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and 4.02(a)(xvii). Special Hazard Amount: As of any Distribution Date, an amount equal to $2,657,475 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greater of (i) the product of the Special Hazard Percentage for such anniversary multiplied by the outstanding principal balance of all the Mortgage Loans on the Distribution Date immediately preceding such anniversary and (ii) twice the outstanding principal balance of the Mortgage Loan with the largest outstanding principal balance as of the Distribution Date immediately preceding such anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans secured by Mortgaged Properties located in the State of California divided by the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans, expressed as a percentage, and the denominator of which is equal to 19.80% (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 below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Special Hazard Percentage: As of each anniversary of the Cut-off Date, the greater of (i) 1.0% and (ii) the largest percentage obtained by dividing the aggregate outstanding principal balance (as of immediately preceding Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located in a single, five-digit zip code area in the State of California by the outstanding principal balance of all the Mortgage Loans as of the immediately preceding Distribution Date. Subordinate Percentage: With respect to either Loan Group, as of any date of determination a percentage equal to 100% minus the related Senior Percentage as of that date. Subordinate Principal Distribution Amount: With respect to any Distribution Date and Loan Group and each Class of Subordinate Certificates, (a) the sum of the following: (i) such Class's pro rata share, based on the Certificate Principal Balance of each Class of Subordinate Certificates then outstanding, of the aggregate of the amounts calculated (without giving effect to the related Senior Percentages) for such Distribution Date for the related Loan Group 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) for the related Loan Group (without giving effect to the related Senior Accelerated Distribution Percentages) 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 for the related Loan Group (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 the related Loan Group 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 Loan Group and Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan in the related Loan Group, 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 II Regular Interest other than each Uncertificated REMIC II 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 II Regular Interest and (iii) as to each Uncertificated REMIC I Regular Interest Z, Uncertificated REMIC II Regular Interest Z and Uncertificated REMIC III 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 regular 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 of the Uncertificated REMIC II Regular Interests, other than the Uncertificated REMIC II Regular Interests Z, the per annum rate specified in the definition of Uncertificated REMIC II Regular Interests. With respect to each Uncertificated REMIC I Regular Interest Z, Uncertificated REMIC II Regular Interest Z and each Uncertificated REMIC III Regular Interest Z, the Pool Strip Rate for the related Mortgage Loan. Uncertificated Principal Balance: With respect to each Uncertificated REMIC I Regular Interest, as defined in the definition of Uncertificated REMIC I Regular Interest. With respect to each Uncertificated REMIC II Regular Interest, as defined in the definition of Uncertificated REMIC II Regular Interest. Uncertificated REMIC I Distribution Amount: For any Distribution Date, the Available Distribution Amount shall be distributed to the Uncertificated REMIC I Regular Interests and the Class R-I Certificates in the following amounts and priority: (A) To the extent of the Available Distribution Amount for Loan Groups I and II: (1) first, to the Uncertificated REMIC I Regular Interests Z relating to Group I Loans and Group II Loans, Uncertificated Accrued Interest thereon for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; (2) second, to the Uncertificated REMIC I Regular Interest A-P-L, an amount equal to the sum of the Class A-P Principal Distribution Amounts for Loan Groups I and II; (3) third, to the Uncertificated REMIC I Regular Interests X-I and Y-I and the Class R-I Certificates, concurrently, the Uncertificated Accrued Interest for such regular interests and the Accrued Certificate Interest for such Certificates remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts; (4) fourth, to the Uncertificated REMIC I Regular Interests X-I and Y-I and the Class R-I Certificates, concurrently, the Uncertificated Accrued Interest for such regular interests or the Accrued Certificate Interest for such Certificates for the current Distribution Date, pro rata according to their respective shares of such amounts; and (5) fifth, to the Uncertificated REMIC I Regular Interests X-I and Y-I and the Class R-I Certificates, the REMIC I X-I Principal Distribution Amount, the REMIC I Y-I Principal Distribution Amount and the Class R-I Certificate principal distribution amount, respectively. (B) To the extent of the Available Distribution Amount for Loan Group III: (1) first, to the Uncertificated REMIC I Regular Interests Z relating to Group III Loans, Uncertificated Accrued Interest thereon for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; (2) second, to the Uncertificated REMIC I Regular Interest A-P-L, an amount equal to the sum of the Class A-P Principal Distribution Amounts for Loan Group III; (3) third, to the Uncertificated REMIC I Regular Interests X-II and Y-II, concurrently, the Uncertificated Accrued Interest thereon remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts; (4) second, to the Uncertificated REMIC I Regular Interests X-II and Y-II, concurrently, the Uncertificated Accrued Interest thereon for the current Distribution Date, pro rata according to their respective shares of such amounts; and (5) third, to the Uncertificated REMIC I Regular Interests X-II and Y-II, the REMIC I X-II Principal Distribution Amount and the REMIC I Y-II Principal Distribution Amount, respectively. (C) To the extent of the Available Distribution Amounts for Loan Groups I, II and III for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (A) and (B) of this definition of "Uncertificated REMIC I Distribution Amount": (1) first, to each Uncertificated REMIC I Regular Interest, pro rata according to the amount of unreimbursed Realized Losses allocable to principal previously allocated to each such regular interest, the aggregate amount of any distributions to the Certificates as reimbursement of such Realized Losses on such Distribution Date pursuant to Section 4.02(e); provided, however, that any amounts distributed pursuant to this paragraph (C)(1) of this definition of "Uncertificated REMIC I Distribution Amount" shall not cause a reduction in the Uncertificated Principal Balances of any of the Uncertificated REMIC I Regular Interests; and (2) second, to the Class R-I Certificates, any remaining amount. On each Distribution Date the Trustee shall be deemed to distribute from REMIC II, in the priority set forth in the definition of the Uncertificated REMIC II Distribution Amount to itself as the holder of the Uncertificated REMIC II Regular Interests and to the holders of the Class R-II Certificates as the holders of the residual interest in REMIC II the amounts distributable thereon from the amounts deemed to have been received by REMIC II from REMIC I under this definition. 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) 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(e). 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 I Regular Interest Pass-Through Rate Initial Principal Balance -------------------------------------------- ------------------- -------------------------------- -------------------------------------------- ------------------- -------------------------------- X-I 6.00% $ 65,576.09 -------------------------------------------- ------------------- -------------------------------- -------------------------------------------- ------------------- -------------------------------- X-II 5.50% $ 65,530.76 -------------------------------------------- ------------------- -------------------------------- -------------------------------------------- ------------------- -------------------------------- Y-I 6.00% $ 131,086,597.88 -------------------------------------------- ------------------- -------------------------------- -------------------------------------------- ------------------- -------------------------------- Y-II 5.50% $ 132,664,719.67 -------------------------------------------- ------------------- -------------------------------- -------------------------------------------- ------------------- -------------------------------- A-P-L 0.00% $ 1,864,997.10 -------------------------------------------- ------------------- --------------------------------
Uncertificated REMIC II Regular Interests: The Uncertificated REMIC II Regular Interests Z together with the interests identified in the table below, each representing an undivided beneficial ownership interest in REMIC II, and having the following characteristics: 1. The principal balance from time to time of each Uncertificated REMIC II 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(b)(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 II Regular Interest pursuant to Section 10.04(e), which equals the aggregate principal balance of the Classes of Certificates identified as related to such Uncertificated REMIC II Regular Interest in such table. 2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC II 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 II Distribution Amount for each REMIC II Regular Interest identified in the table below shall be, for any Distribution Date, the amount deemed distributed with respect to such Uncertificated REMIC II Regular Interest on such Distribution Date pursuant to the provisions of Section 10.04(b).
----------------------- --------------------------------- ------------------ -------------------- Uncertificated REMIC Related Classes of Certificates Pass-Through Rate Initial Principal II Regular Interest Balance ----------------------- --------------------------------- ------------------ -------------------- ----------------------- --------------------------------- ------------------ -------------------- V Class I-A, Class II-A, Class 6.00% $124,173,050.00 R-III ----------------------- --------------------------------- ------------------ -------------------- ----------------------- --------------------------------- ------------------ -------------------- W Class III-A-1, Class III-A-2 5.50% $105,149,000.00 ----------------------- --------------------------------- ------------------ -------------------- ----------------------- --------------------------------- ------------------ -------------------- A-P-M Class A-P 0.00% $1,864,997.10 ----------------------- --------------------------------- ------------------ -------------------- ----------------------- --------------------------------- ------------------ -------------------- X Class III-A-3, Class III-A-4, 5.50% $20,607,000.00 ----------------------- --------------------------------- ------------------ -------------------- ----------------------- --------------------------------- ------------------ -------------------- Y Class M-1, Class M-2, Class The weighted $13,953,324.40 M-3, Class B-1, Class B-2, average of the Class B-3 Uncertificated Pass-Through Rates for Uncertificated REMIC I Regular Interests X-I and X-II ----------------------- --------------------------------- ------------------ --------------------
Uncertificated REMIC I Regular Interests Z: Each of the 1,281 uncertificated partial undivided beneficial ownership interests in REMIC I, numbered sequentially from 1 to 1,281, 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. Uncertificated REMIC II Regular Interests Z: Each of the 1,281 uncertificated partial undivided beneficial ownership interests in REMIC II numbered sequentially from 1 to 1,281, each relating to the identically numbered Uncertificated REMIC I Regular Interests Z, 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. Uncertificated REMIC II Regular Interests Z Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC II Regular Interests Z for such Distribution Date pursuant to Section 10.04(b). Uncertificated REMIC II Regular Interest Distribution Amounts: With respect to each Uncertificated REMIC II Regular Interest, other than the Uncertificated REMIC II Regular Interests Z, the amount specified as the Uncertificated REMIC II Regular Interest Distribution Amount with respect thereto in the definition of Uncertificated REMIC II Regular Interests. With respect to the Uncertificated REMIC II Regular Interests Z, the Uncertificated REMIC II Regular Interests Z Distribution Amount. Uncertificated REMIC III Regular Interests Z: Each of the 1,281 uncertificated partial undivided beneficial ownership interests in REMIC III numbered sequentially from 1 through 1,281, each relating to the identically numbered Uncertificated REMIC II 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 III Regular Interests Z's pro rata share of the amount distributed pursuant to Section 10.04(a). Uncertificated REMIC III Regular Interests Z Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC II Regular Interests Z for such Distribution Date pursuant to Section 10.04(b). Undercollateralized Amount: With respect any Certificate Group and Distribution Date, the excess of (i) the aggregate Certificate Principal Balance of such Certificate Group over (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group, in each case calculated on such Distribution Date after giving effect to distributions to be made thereon (other than amounts to be distributed pursuant to Section 4.02(i) on such Distribution Date). Undercollateralized Certificate Group: With respect any Distribution Date, a Certificate Group for which the related Undercollateralized Amount exceeds zero. Underwriters: Greenwich Capital Markets,Inc. and Bear, Stearns & Co.Inc. Yield Maintenance Agreement: The agreement dated as of the Closing Date, between the Trustee and the Yield Maintenance Agreement Provider, relating to the Class III-A-1 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. Yield Maintenance Agreement Provider: The Royal Bank of Scotland plc, 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. 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, 3.10% 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. 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. ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01. Conveyance of Mortgage Loans. (a) (See Section 2.01(a) of the Standard Terms). (b) (See Section 2.01(b) of the Standard Terms). (c) The Company may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee or the Custodian or Custodians that are the duly appointed agent or agents of the Trustee. The parties hereto agree that it is not intended that any Mortgage Loan be included in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana House Enrolled Act No. 1229, effective as of January 1, 2005. (d) (See Section 2.01(d) of the Standard Terms). (e) (See Section 2.01(e) of the Standard Terms). (f) (See Section 2.01(f) of the Standard Terms). (g) (See Section 2.01(g) of the Standard Terms). (h) (See Section 2.01(h) of the Standard Terms). (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). 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 2.3% of the Group I 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 District of Columbia, and no more than 1.5% of the Group I 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 District of Columbia; no more than 1.0% of the Group II 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 1.0% of the Group II 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; no more than 1.5% of the Group III 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 1.0% of the Group III Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside California; (vii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from the Mortgagor; (viii) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such assignment validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; (ix) Approximately 56.7% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, approximately 19.7% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income program, and approximately 6.2% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no income/no asset program; approximately 75.4% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, approximately 20.4% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income program, and 16.9% of the Group II Loans were underwritten under a no income/no asset program; and, approximately 68.5% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, approximately 17.0% of the Group III Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income program, and 14.0% of the Group III Loans were underwritten under a no income/no asset program; (x) Except with respect to approximately 82.79% of the Group I 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); (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 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 and REMIC II. 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 (i) the Class R-I Certificates in authorized denominations which together with the Uncertificated REMIC I Regular Interests, evidence the beneficial interest in REMIC I and (ii) the Class R-II Certificates in authorized denominations which together with the Uncertificated REMIC II Regular Interests, evidence the beneficial interest in REMIC II. 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 and the Uncertificated REMIC II Regular Interests to the Trustee for the benefit of the Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates). The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II 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 and the Class R-II Certificates). The rights of the Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) to receive distributions from the proceeds of REMIC III 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 III . The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II 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 and the Class R-II Certificates) in authorized denominations, which evidence the beneficial interest in the entire REMIC III. Section 2.08. Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms). ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (SEE ARTICLE III OF THE STANDARD TERMS) ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account. (See Section 4.01 of the Standard Terms) Section 4.02. Distributions. (a) On each Distribution Date the Master Servicer on behalf of the Trustee (or the Paying Agent appointed by the Trustee) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 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), (e) and (i) below), in each case to the extent of the related or specified Available Distribution Amount remaining in the case of clauses (i) through (iii), and to the extent of the remaining Available Distribution Amounts from all Loan Groups, in the case of clauses (iv) through (xvii): (i) (X) from the Available Distribution Amount related to the Loan Group I, to the Class I-A Certificates and Class R-I 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)(X) the Available Funds Cap shall be 5.50%), 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); (Y) from the Available Distribution Amount related to the Loan Group II, to the Class II-A Certificates, Class R-II Certificates and Class R-III 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 for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); (Z) from the Available Distribution Amount related to the Loan Group III, to the Class III-A-1, Class III-A-2, Class III-A-3 and Class III-A-4 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 for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); and (AA) from the Available Distribution Amount derived from the related Loan Group, on a parity with the distributions in Sections 4.02(a)(i)(X), 4.02(a)(i)(Y) and 4.02(a)(i)(Z) as applicable, to the Class A-V Certificates (or Subclasses, if any) in proportion to the respective amounts of Accrued Certificate Interest thereon derived from each Loan Group, Accrued Certificate Interest on the Class A-V Certificates (or Subclasses, if any) with respect to such Distribution Date and derived from the related Loan Group, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date with respect to such Loan Group except as provided in the last paragraph of this Section 4.02(a); (ii) (X) to the Class A-P Certificates, from the Available Distribution Amount for the respective Loan Groups, the sum of Class A-P Principal Distribution Amounts for all Loan Groups (applied to reduce the Certificate Principal Balance of the Class A-P Certificates); and (Y) to the Senior Certificates (other than the Class A-P, Class III-A-2 and the Class A-V Certificates) of each Certificate Group, from the Available Distribution Amount for the related Loan Group, in the priorities and amounts set forth in Section 4.02(b) and (c), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the related Senior Percentage for such Distribution Date and Loan Group 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 in the related Loan Group (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 in the related Loan Group 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 in such Loan Group 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 with respect to the related Loan Group (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 in the related Loan Group 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 related 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 related 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); (C) the related Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full with respect to the related Loan Group received in the related Prepayment Period and Curtailments with respect to the related Loan Group 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 portion of the Excess Subordinate Principal Amount for such Distribution Date allocated to the related Loan Group; (E) amounts allocated to the related Certificate Group, as applicable, pursuant to Section 4.02(j); and (F) 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 (G) the related 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 in the related Loan Group, multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (G), 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, payable from the Available Distribution Amount for the related Loan Group 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 each Loan Group for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group 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 each Loan Group 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 each Loan Group 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 each Loan Group for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a)(xv) are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Senior Certificates, on a pro rata basis in accordance with their respective outstanding Certificate Principal Balances, the portion, if any, of the Available Distribution Amounts for each Loan Group remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amounts for each Loan Group remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xvii) to the Class R-III Certificates, the balance, if any, of the Available Distribution Amounts for the related Loan Group. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the determination by the Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to the Certificateholders. (b) Distributions of principal on the Senior Certificates on each Distribution Date will be made as follows: (i) the Class A-P Principal Distribution Amount for each Loan Group shall be distributed to the Class A-P Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (ii) an amount equal to the Senior Principal Distribution Amount for Loan Group I shall be distributed as follows: (A) first, to the Class R-I Certificates until the Certificate Principal Balance of the Class R-I Certificates has been reduced to zero; (B) second, any remaining amount to the Class I-A Certificates until the Certificate Principal Balance of the Class I-A Certificates has been reduced to zero; and (iii) an amount equal to the Senior Principal Distribution Amount for Loan Group II shall be distributed as follows: (A) first, to the Class R-II Certificates and Class R-III Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, until the Certificate Principal Balances of the Class R-II Certificates and Class R-III Certificates have been reduced to zero; and (B) second, any remaining amount to the Class II-A Certificates until the Certificate Principal Balance of the Class II-A Certificates has been reduced to zero; and (iv) an amount equal to the Senior Principal Distribution Amount for Loan Group III shall be distributed as follows: (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 sum of (1) the Lockout Certificate's pro rata share (based on the aggregate Certificate Principal Balance thereof relative to the aggregate Certificate Principal Balance of the Class III-A-1, Class III-A-3, and Class III-A-4 Certificates) of the aggregate of the collections described in clauses (A), (B), (D), (E) and (F) (net of amounts set forth in clause (G)) of Section 4.02(a)(ii)(Y) for Loan Group III, with application of the related Senior Percentage and the related Senior Accelerated Distribution Percentage and (2) the Lockout Prepayment Percentage of the Lockout Certificate's pro rata share (based on the Certificate Principal Balance of the Lockout Certificates relative to the Certificate Principal Balance of the Class III-A-1, Class III-A-3 and Class III-A-4 Certificates) of collections described in clause (C) of Section 4.02(a)(ii)(Y) for Loan Group III with application of the Senior Accelerated Distribution Percentage; provided, however, that if the aggregate of the amounts set forth in clauses (A), (B), (C), (D), (E) and (F) (net of amounts set forth in clause (G)) of Section 4.02(a)(ii)(Y) for Loan Group III is more than the balance of the Available Distribution Amount for Loan Group III remaining after the related 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(b)(iv)(A) shall be reduced by an amount equal to the Lockout Certificate's pro rata share (based on the Certificate Principal Balance of the Lockout Certificates relative to the aggregate Certificate Principal Balance of Class III-A-1, Class III-A-3, and Class III-A-4 Certificates) of such difference; (B) second, any remaining amount to the Class III-A-1 Certificates until the Certificate Principal Balance of the Class III-A-1 Certificates has been reduced to zero; (C) third, any remaining amount to the Class III-A-4 Certificates until the Certificate Principal Balance of the Class III-A-4 Certificates has been reduced to zero; and (D) fourth, any remaining amount to the Lockout Certificates until the Certificate Principal Balance of the Lockout Certificates 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 for each Loan Group will be distributed to the remaining Senior Certificates in the related Certificate Group pro rata in accordance with their respective outstanding Certificate Principal Balances. (d) After the reduction of the Certificate Principal Balances of all Classes of 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 applicable 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 III-A-1 Certificates. (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. (h) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) Business Days after such Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in Section 9.01(d). (i) On any Distribution Date prior to the occurrence of the Credit Support Depletion Date that occurs after the reduction of the aggregate Certificate Principal Balance of a Certificate Group to zero, the Certificates relating to the remaining Certificate Group will be entitled to receive 100% of the prepayments on the Mortgage Loans in the Loan Group related to the Certificate Group that has been fully paid. Such amounts allocated to a Certificate Group shall be treated as part of the related Available Distribution Amount and distributed as part of the related Senior Principal Distribution Amount in accordance with the priorities set forth in 4.02(b) above, in reduction of such Certificate Principal Balances. Notwithstanding the foregoing, the remaining Certificate Group will not be entitled to receive prepayments on the Mortgage Loans in a Loan Group related to Certificate Group that has been fully paid if the following two conditions are satisfied: (1) the weighted average of the Subordinate Percentages for all Loan Groups for such Distribution Date, weighted on the basis of the Stated Principal Balances of the Mortgage Loans in the related Loan Group, is at least two times the weighted average of the initial Subordinate Percentages for all Loan Groups, calculated on that basis and (2) the outstanding principal balance of the Mortgage Loans in all Loan Groups delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Class M Certificates and Class B Certificates, is less than 50%. (j) For any Undercollateralized Certificate Group on any Distribution Date prior to the Credit Support Depletion Date (i) 100% of the mortgagor prepayments allocable to the Class M Certificates and Class B Certificates on the Mortgage Loans in non-related Loan Groups will be distributed to such Undercollateralized Certificate Group in accordance with the priorities set forth in Section 4.02(b) for the related Senior Principal Distribution Amount, in reduction of the Certificate Principal Balance of such Undercollateralized Certificate Group, until such Certificate Principal Balance equals the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group and (ii) an amount equal to one month's interest at the related Discount Net Mortgage Rate on the related Undercollateralized Amount will be distributed from that portion of the Available Distribution Amount for a non-related Loan Group that would be otherwise allocable to the Class M Certificates and Class B Certificates, in the following priority: first to pay any unpaid interest on such Undercollateralized Certificate Group and then to pay principal thereon in the manner described in clause (i) above. If there exists more than one Undercollateralized Certificate Group on a Distribution Date, amounts distributable to such Undercollateralized Certificate Groups pursuant to the preceding sentence will be allocated between such Undercollateralized Certificate Groups, pro rata, based upon their respective Undercollateralized Amounts. 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 been reduced to zero, and the remainder of such Realized Losses on the Discount Mortgage Loans and the entire amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated among the Class I-A and Class R-I Certificates (in the case of a Group I Loan), to the Class II-A, Class R-II and Class R-III Certificates (in the case of a Group II Loan) or to the Class III-A-1, Class III-A-2, Class III-A-3 and Class III-A-4 Certificates (in the case of a Group III Loan), and the Class A-V Certificates (in the case of the interest portion of a Realized Loss on a Mortgage Loan in any Loan Group) 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 Discount Mortgage Loans will be allocated to the Class A-P Certificates in an amount equal to the related Discount Fraction thereof and the Class I Percentage, Class II Percentage or Class III Percentage, as applicable, of the remainder of the principal portion of such losses on Discount Mortgage Loans and the Class I Percentage, Class II Percentage or Class III Percentage, as applicable, of the entire amount of the principal portion of such losses on Non-Discount Mortgage Loans will be allocated to (i) in the case of a Realized Loss on a Group I Loan, the Class I-A and Class R-I Certificates, on a pro rata basis; (ii) in the case of a Realized Loss on a Group II Loan, the Class A-II, Class R-II and Class R-III Certificates on a pro rata basis; and (iii) in the case of a Realized Loss on a Group III Loan, the Class III-A-1, Class III-A-3 and Class III-A-4 Certificates on a pro rata basis. The remainder of the principal portion of such losses on Discount Mortgage Loans and Non-Discount Mortgage Loans will be allocated to the Class M Certificates and Class B Certificates on a pro rata basis. The interest portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses will be allocated to all the Certificates on a pro rata basis in accordance with the respective amounts of Accrued Certificate Interest payable from the related Loan Group. 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 from the related Loan Group in respect of such Distribution Date and derived from the related Loan Group (without regard to any Compensating Interest allocated to the Available Distribution Amount of such Loan Group 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 in any Certificate Group below the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group. 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. 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 III-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-QS10". 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 III-A-1 Certificates 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-QS10 REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. Greenwich Capital Markets, 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. ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. (a) The Senior, Class M, Class B and Class R Certificates shall be substantially in the forms set forth in Exhibits A, B, C and D, respectively, and shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Company upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Certificates shall be issuable in the minimum denominations designated in the Preliminary Statement to the Series Supplement. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. (b) Except as provided below, registration of Book-Entry Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Holders of the Book-Entry Certificates shall hold their respective Ownership Interests in and to each of such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they 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 notifies the Depository of its intent to terminate the book-entry system and, upon receipt of notice of such intent from the Depository, the Depository Participants holding beneficial interest in the Book-Entry Certificates agree to initiate such termination, 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 represent the Uncertificated REMIC I Regular Interests Z and Uncertificated REMIC II Regular Interests Z 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 I Regular Interest or Interests Z and the Uncertificated REMIC II Regular Interest or Interests Z and 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 REMIC I Regular Interests Z and Uncertificated REMIC II Regular Interests Z 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 REMIC I Regular Interest Z or Uncertificated REMIC II Regular Interest Z 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(See Section 5.02 of the Standard Terms) Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates(See Section 5.03 of the Standard Terms) Section 5.04. Persons Deemed Owners (See Section 5.04 of the Standard Terms) Section 5.05. Appointment of Paying Agent (See Section 5.04 of the Standard Terms) Section 5.06. U.S.A. Patriot Act Compliance (See Section 5.05 of the Standard Terms) ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD TERMS) ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD TERMS) ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD TERMS) ARTICLE IX TERMINATION Section 9.01 OPTIONAL PURCHASE BY THE MASTER SERVICER OF ALL CERTIFICATES; TERMINATION UPON PURCHASE BY THE MASTER SERVICER OR LIQUIDATION OF ALL MORTGAGE LOANS. (a) (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 III-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 Greenwich Capital Markets, 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) ARTICLE X REMIC PROVISIONS Section 10.01. REMIC Administration. (See Section 10.01 of the Standard Terms) Section 10.02. Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms) Section 10.03. Designation of REMIC. The REMIC Administrator shall make an election to treat the entire segregated pool of assets described in the definition of REMIC I, and subject to this Agreement (including the Mortgage Loans) as a REMIC ("REMIC I") for federal income tax purposes. The REMIC Administrator shall make an election to treat the entire segregated pool of assets comprised of the Uncertificated REMIC I Regular Interests as a REMIC ("REMIC II") for federal income tax purposes. The REMIC Administrator shall make an election to treat the entire segregated pool of assets comprised of the Uncertificated REMIC II Regular Interests as a REMIC ("REMIC III") 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 Uncertificated REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Class I-A, Class II-A, Class III-A-1, (exclusive of any rights to payment of amounts received pursuant to the Yield Maintenance Agreement), Class III-A-2, Class III-A-3, Class III-A-4, 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 III Regular Interests Z, the rights in and to which will be represented by the Class A-V Certificates, will be "regular interests" in REMIC III, and the Class R-III 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), any such Subclass will represent the Uncertificated REMIC III 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 Distribution Amount in the amounts and with the priorities set forth in the definition thereof. (b)On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC II Regular Interests, the amounts deemed received by REMIC II in respect of distributions on the Uncertificated REMIC I Regular Interests (the "Uncertificated REMIC II Regular Interest Distribution Amounts") in the following order of priority to the extent of the related Available Distribution Amount, as reduced by distributions made to the Class R-II Certificates pursuant to Section 4.02(a): (i) Uncertificated Accrued Interest on the Uncertificated REMIC II 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(c), 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 and the Class R-II Certificates) under Section 4.02(a), as allocated thereto pursuant to Section 4.02(b). (c)The amount described in Section 10.04(b)(ii) shall be deemed distributed to (i) Uncertificated REMIC II Regular Interest V, (ii) Uncertificated REMIC II Regular Interest W, (iii) Uncertificated REMIC II Regular Interest A-P-M, (iv) Uncertificated REMIC II Regular Interest X, (v) Uncertificated REMIC II Regular Interest Y and (vi) Uncertificated REMIC II Regular Interests Z, 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-III Certificates) under Section 4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to zero. (d)The amount described in Section 10.04(b)(ii) shall be deemed distributed by REMIC II to REMIC III in accordance with the priority assigned to the REMIC III Certificates relative to that assigned to the REMIC II Certificates under Section 4.02(b). (e)In determining from time to time the Uncertificated REMIC I Regular Interest Distribution Amounts, the Uncertificated REMIC II Regular Interest Distribution Amounts and Uncertificated REMIC III Regular Interest Z Distribution Amounts: (i) Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be deemed allocated to the Uncertificated REMIC III Regular Interests Z, pro rata according to the respective amounts of Uncertificated Accrued Interest that would have accrued on such Uncertificated REMIC III 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 I-A, Class II-A and R-III Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest V; (iii) Realized Losses allocated to the Class III-A-1 and Class III-A-2 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest W; (iv) Realized Losses allocated to the Class A-P Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest A-P-M; (V) Realized Losses allocated to the Class III-A-3 and Class III-A-4 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest X; (vi) Realized Losses allocated to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, and Class B-3 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest Y; and (vii) Realized Losses deemed allocated to the Uncertificated REMIC III Regular Interests Z under clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC II Regular Interest Z; (viii) Realized Losses deemed allocated to the Uncertificated REMIC II Regular Interests Z under clause (vii), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC I Regular Interest Z; (ix) Realized Losses deemed allocated to the Uncertificated REMIC II Regular Interest A-P-M under clause (iv), above, shall be deemed allocated to the Uncertificated REMIC I Regular Interest A-P-L; and (x) Realized Losses on each Loan Group shall be deemed allocated to the Uncertificated REMIC I Regular Interests X-I, Y-I, X-II and Y-II as follows: (1) the interest portion of Realized Losses on Group I Loans and Group II Loans, if any, less any such amounts deemed allocated to the Uncertificated REMIC I Regular Interests Z under clause (viii), above, shall be allocated among the Uncertificated REMIC I Regular Interests X-I and Y-I, pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; and (2) the interest portion of Realized Losses on Group III Loans, if any, less any such amounts deemed allocated to the Uncertificated REMIC I Regular Interests Z under clause (viii), above, shall be allocated among the Uncertificated REMIC I Regular Interests X-II and Y-II, pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to each Loan Group shall be allocated to the Uncertificated REMIC I Regular Interests X-I, Y-I, X-II and Y-II, as follows: (1) the principal portion of Realized Losses on Group I Loans and Group II Loans, less any such amounts deemed allocated to the Uncertificated REMIC I Regular Interest A-P-L under clause (ix), above, shall be allocated, first, to the Uncertificated REMIC I Regular Interest X-I, to the extent of the REMIC I X-I Principal Reduction Amount in reduction of the Uncertificated Principal Balance thereof, and second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Uncertificated REMIC I Regular Interest Y-I in reduction of the Uncertificated Principal Balance thereof; and (2) the principal portion of Realized Losses on Group III Loans, less any such amounts deemed allocated to the Uncertificated REMIC I Regular Interest A-P-L under clause (ix), above, shall be allocated, first, to the Uncertificated REMIC I Regular Interest X-II to the extent of the REMIC I X-II Principal Reduction Amount in reduction of the Uncertificated Principal Balance thereof, and second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Uncertificated REMIC I Regular Interest Y-II in reduction of the Uncertificated Principal Balance thereof. (f) On each Distribution Date the Trustee shall be deemed to distribute from REMIC III, 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 and the Class R-II Certificates) the amounts distributable thereon from the Uncertificated REMIC II Regular Interest Distribution Amounts deemed to have been received by REMIC III from REMIC II 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 III Regular Interests Z in accordance with their respective Uncertificated REMIC III Regular Interests Z Distribution Amounts, as such Uncertificated REMIC III Regular Interests Z comprise the Class A-V Certificates. (g)Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II 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. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01. Amendment. (See Section 11.01 of the Standard Terms) Section 11.02. Recordation of Agreement; Counterparts. (See Section 11.02 of the Standard Terms) Section 11.03. Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms) Section 11.04. Governing Law. (See Section 11.04 of the Standard Terms) Section 11.05. Notices. All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which shall be deemed to have been duly given only when received), to the appropriate address for each recipient listed in the table below or, in each case, such other address as may hereafter be furnished in writing to the Master Servicer, the Trustee and the Company, as applicable:
---------------------------------- -------------------------------------------------------------- RECIPIENT ADDRESS ---------------------------------- -------------------------------------------------------------- ---------------------------------- -------------------------------------------------------------- Company 8400 Normandale Lake Boulevard Suite 250, Minneapolis, Minnesota 55437, Attention: President ---------------------------------- -------------------------------------------------------------- ---------------------------------- -------------------------------------------------------------- Master Servicer 2255 N. Ontario Street, Suite 400 Burbank, California 91504-2130, Attention: Managing Director/Master Servicing ---------------------------------- -------------------------------------------------------------- ---------------------------------- -------------------------------------------------------------- Trustee Corporate Trust Office 1761 East St. Andrew Place Santa Ana, California 92705-4934, Attention: Residential Accredit Loans, Inc. Series 2005-QS10 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 10041 ---------------------------------- -------------------------------------------------------------- ---------------------------------- -------------------------------------------------------------- Standard & Poor's Ratings 55 Water Street Services, a division of The New York, New York 10041 McGraw-Hill Companies, Inc. ---------------------------------- --------------------------------------------------------------
Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 11.06. Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms) Section 11.07. Severability of Provisions. (See Section 11.07 of the Standard Terms) Section 11.08. Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms) Section 11.09. Allocation of Voting Rights. 97.0% of the Voting Rights shall be allocated among Holders of Certificates, other than the Interest Only Certificates and Class R Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1.0% of the Voting Rights shall be allocated among the Holders of the Class III-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; 0.33% of all Voting Rights shall be allocated among the Holders of the Class R-I Certificates, in accordance with their respective Percentage Interests; 0.33% of all Voting Rights shall be allocated among the Holders of the Class R-II Certificates, in accordance with their respective Percentage Interests; and 0.34% of all Voting Rights shall be allocated among the Holders of the Class R-III 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. 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 28th day of July, 2005 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 28th day of July, 2005 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 28th day of July, 2005 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 28th day of July, 2005 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. 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 # 9669314 286/286 F 112,500.00 ZZ 360 112,109.25 1 6.7500 729.68 75 6.5000 729.68 MIAMISBURG OH 45342 5 02/18/05 00 0003894458 05 04/01/05 0.0000 0003894458 N 03/01/35 0 9734274 286/286 F 110,000.00 ZZ 360 109,765.57 1 7.7500 788.06 79 7.5000 788.06 UPPER MARLBOROMD 20774 5 03/17/05 00 0003866889 01 05/01/05 0.0000 0003866889 N 04/01/35 0 9788402 R68/G02 F 200,000.00 T 360 200,000.00 1 6.2500 1231.43 66 6.0000 1231.43 ROCKLEDGE FL 32955 1 06/01/05 00 0439423245 09 08/01/05 0.0000 20050783 O 07/01/35 0 9789280 286/286 F 157,850.00 ZZ 360 157,692.85 1 6.0000 946.40 80 5.7500 946.40 YORKTOWN VA 23693 1 05/20/05 00 0003035553 01 07/01/05 0.0000 0003035553 N 06/01/35 0 9789284 286/286 F 84,150.00 ZZ 360 84,081.01 3 7.0000 559.86 90 6.7500 559.86 LEWISTON ID 83501 1 05/06/05 01 0003378880 05 07/01/05 25.0000 0003378880 N 06/01/35 0 9789292 286/286 F 211,900.00 T 360 211,738.75 1 7.3750 1463.55 80 7.1250 1463.55 CHANDLER AZ 85249 1 05/19/05 00 0003597172 03 07/01/05 0.0000 0003597172 O 06/01/35 0 9789294 286/286 F 47,700.00 ZZ 360 47,417.62 1 6.5000 301.50 90 6.2500 301.50 BALTIMORE MD 21213 1 12/31/04 11 0003747161 02 02/01/05 25.0000 0003747161 N 01/01/35 0 9789302 286/286 F 89,200.00 ZZ 360 89,123.20 1 6.7500 578.55 80 6.5000 578.55 TEMPE AZ 85282 1 05/05/05 00 0003813113 05 07/01/05 0.0000 0003813113 N 06/01/35 0 9789320 286/286 F 100,000.00 ZZ 360 99,913.90 1 6.7500 648.60 80 6.5000 648.60 WAPPINGERS FALNY 12590 1 05/10/05 00 0003922632 01 07/01/05 0.0000 0003922632 N 06/01/35 0 9789334 286/286 F 109,200.00 ZZ 360 109,101.28 1 6.5000 690.22 80 6.2500 690.22 CLOVIS NM 88101 5 05/06/05 00 0003944845 05 07/01/05 0.0000 0003944845 N 06/01/35 0 9789338 286/286 F 519,200.00 ZZ 360 518,683.13 1 6.0000 3112.87 80 5.7500 3112.87 CHICAGO IL 60614 1 05/16/05 00 0003950426 05 07/01/05 0.0000 0003950426 N 06/01/35 0 9789340 286/286 F 56,000.00 ZZ 360 55,919.82 1 7.0000 372.57 80 6.7500 372.57 SPRINGFIELD OH 45504 1 05/20/05 00 0003956851 05 07/01/05 0.0000 0003956851 N 06/01/35 0 9789346 286/286 F 202,500.00 ZZ 360 202,316.94 4 6.5000 1279.94 75 6.2500 1279.94 SYLVANIA OH 43560 1 05/20/05 00 0003963685 05 07/01/05 0.0000 0003963685 N 06/01/35 0 9789368 286/286 F 108,300.00 ZZ 360 108,206.75 1 6.7500 702.44 70 6.5000 702.44 TUCSON AZ 85719 2 05/11/05 00 0003989121 05 07/01/05 0.0000 0003989121 N 06/01/35 0 9789394 286/286 F 76,400.00 ZZ 360 76,332.59 1 6.6250 489.20 80 6.3750 489.20 VIRGINIA BEACHVA 23453 5 05/17/05 00 0004004934 05 07/01/05 0.0000 0004004934 N 06/01/35 0 9789400 286/286 F 92,000.00 ZZ 360 91,918.83 1 6.6250 589.09 80 6.3750 589.09 VIRGINIA BEACHVA 23462 2 05/17/05 00 0004006507 07 07/01/05 0.0000 0004006507 N 06/01/35 0 9789424 286/286 F 59,120.00 ZZ 360 59,070.33 1 6.8750 388.38 80 6.6250 388.38 FLORENCE SC 29505 1 05/02/05 00 0004020409 09 07/01/05 0.0000 0004020409 N 06/01/35 0 9789426 286/286 F 57,520.00 ZZ 360 57,471.67 1 6.8750 377.87 80 6.6250 377.87 FLORENCE SC 29505 1 05/02/05 00 0004020417 09 07/01/05 0.0000 0004020417 N 06/01/35 0 9789428 286/286 F 18,200.00 ZZ 360 18,188.09 1 8.1250 135.14 65 7.8750 135.14 DAYTON OH 45408 1 05/12/05 00 0004021813 05 07/01/05 0.0000 0004021813 N 06/01/35 0 9789458 286/286 F 32,400.00 ZZ 360 32,351.56 1 7.5000 226.55 90 7.2500 226.55 BALTIMORE MD 21217 1 05/20/05 10 0004032857 02 07/01/05 25.0000 0004032857 N 06/01/35 0 9789498 286/286 F 280,000.00 ZZ 360 279,770.48 4 7.0000 1862.85 70 6.7500 1862.85 NORFOLK VA 23507 1 05/20/05 00 0004048447 05 07/01/05 0.0000 0004048447 N 06/01/35 0 9789500 286/286 F 225,000.00 T 360 224,766.17 1 6.6250 1440.70 55 6.3750 1440.70 PINEY FLATS TN 37686 1 05/19/05 00 0004048626 05 07/01/05 0.0000 0004048626 O 06/01/35 0 9789530 286/286 F 67,200.00 ZZ 360 67,142.14 2 6.7500 435.86 80 6.5000 435.86 DALTON GA 30721 1 05/18/05 00 0004057327 05 07/01/05 0.0000 0004057327 N 06/01/35 0 9789538 286/286 F 112,000.00 ZZ 360 111,898.75 1 6.5000 707.92 80 6.2500 707.92 BALTIMORE MD 21212 1 05/17/05 00 0004058668 05 07/01/05 0.0000 0004058668 N 06/01/35 0 9789568 286/286 F 59,500.00 ZZ 360 59,451.22 2 7.0000 395.86 70 6.7500 395.86 EAST CLEVELANDOH 44112 5 05/17/05 00 0004071959 05 07/01/05 0.0000 0004071959 N 06/01/35 0 9789578 286/286 F 50,000.00 ZZ 360 49,955.88 2 6.6250 320.16 90 6.3750 320.16 DAYTON OH 45404 1 05/20/05 11 0004076528 05 07/01/05 25.0000 0004076528 N 06/01/35 0 9815722 E23/G02 F 112,000.00 ZZ 360 112,000.00 1 6.7500 726.43 68 6.5000 726.43 ADELANTO CA 92301 5 06/03/05 00 0439467382 05 08/01/05 0.0000 51052084 N 07/01/35 0 9819117 L14/G02 F 107,843.00 ZZ 360 107,137.42 1 6.8750 708.46 75 6.6250 708.46 MYRTLE BEACH SC 29579 1 01/13/05 00 0438987554 03 03/01/05 0.0000 132903199 N 02/01/35 0 9824494 696/G02 F 243,750.00 ZZ 360 243,518.72 1 6.2500 1500.81 65 6.0000 1500.81 REHOBOTH BEACHDE 19971 1 05/19/05 00 0439389933 01 07/01/05 0.0000 26505032 N 06/01/35 0 9826198 696/G02 F 400,000.00 ZZ 360 399,620.46 1 6.2500 2462.87 57 6.0000 2462.87 OCEAN CITY MD 21842 1 06/08/05 00 0439392465 01 07/01/05 0.0000 33805063 N 06/01/35 0 9832312 W98/G02 F 68,800.00 ZZ 360 68,742.20 1 6.8750 451.97 80 6.6250 451.97 GOOSE CREEK SC 29445 1 05/31/05 00 0439480302 05 07/01/05 0.0000 CH050500 N 06/01/35 0 9835919 E22/U57 F 108,000.00 ZZ 360 107,705.52 1 6.5000 682.63 80 6.2500 682.63 CUTLER CA 93615 5 03/03/05 00 0423307321 05 05/01/05 0.0000 0423307321 N 04/01/35 0 9837440 X78/G02 F 131,600.00 ZZ 360 131,600.00 1 6.6250 842.65 58 6.3750 842.65 SUWANEE GA 30024 1 06/27/05 00 0439492729 03 08/01/05 0.0000 991394 N 07/01/35 0 9848449 883/G02 F 122,296.00 ZZ 360 121,970.53 1 6.6250 783.07 78 6.3750 783.07 PORT SAINT LUCFL 34953 1 03/11/05 00 0439084112 05 05/01/05 0.0000 48002403 N 04/01/35 0 9848697 E22/G02 F 92,000.00 ZZ 360 92,000.00 2 6.6250 507.92 80 6.3750 507.92 ADRIAN MI 49221 1 03/17/05 00 0423326966 05 05/01/05 0.0000 0423326966 N 04/01/35 0 9862585 E22/G02 F 169,600.00 ZZ 360 169,600.00 1 6.5000 918.67 80 6.2500 918.67 DAYTONA BEACH FL 32118 1 03/24/05 00 0423303650 05 05/01/05 0.0000 0423303650 N 04/01/35 0 9864727 E22/G02 F 105,000.00 ZZ 360 105,000.00 1 6.5000 568.75 63 6.2500 568.75 SARASOTA FL 34235 1 03/25/05 00 0423544758 05 05/01/05 0.0000 0423544758 N 04/01/35 0 9872295 E22/U57 F 137,250.00 ZZ 360 136,926.84 1 7.2500 936.29 75 7.0000 936.29 CAPE CORAL FL 33990 1 03/31/05 00 0423543511 05 05/01/05 0.0000 0423543511 N 04/01/35 0 9872529 E22/G02 F 180,000.00 ZZ 360 180,000.00 1 6.6250 993.75 80 6.3750 993.75 WILBUR BY THE FL 32127 1 03/31/05 00 0423641224 05 05/01/05 0.0000 0423641224 N 04/01/35 0 9881279 E82/G02 F 118,500.00 ZZ 360 118,269.06 1 6.1250 720.02 75 5.8750 720.02 ALBANY NY 12203 5 04/08/05 00 0401104419 05 06/01/05 0.0000 0401104419 N 05/01/35 0 9882063 F34/G02 F 135,000.00 ZZ 360 134,749.27 1 6.3750 842.22 66 6.1250 842.22 PORT SAINT LUCFL 34953 5 04/04/05 00 0439126426 05 06/01/05 0.0000 4500502073 N 05/01/35 0 9889541 T44/G02 F 126,320.00 ZZ 360 125,343.31 1 6.8750 829.83 80 6.6250 829.83 FLOYDS KNOBS IN 47119 1 09/30/04 00 0439144452 05 11/01/04 0.0000 1126733 N 10/01/34 0 9892459 E22/U57 F 200,515.00 ZZ 360 200,515.00 2 7.1250 1190.56 85 6.8750 1190.56 LAKE WORTH FL 33460 1 04/15/05 04 0423927235 05 06/01/05 12.0000 0423927235 N 05/01/35 0 9892489 E22/U57 F 109,600.00 ZZ 360 109,401.30 1 6.5000 692.75 80 6.2500 692.75 RICHMOND VA 23236 5 04/15/05 00 0423891738 05 06/01/05 0.0000 0423891738 N 05/01/35 0 9898231 W84/G02 F 64,969.00 ZZ 360 64,804.32 1 6.8750 426.80 80 6.6250 426.80 SPRINGVILLE UT 84663 1 03/29/05 00 0439377037 05 05/01/05 0.0000 10105402 N 04/01/35 0 9899749 L14/G02 F 216,000.00 ZZ 360 216,000.00 2 6.2500 1125.00 80 6.0000 1125.00 CARSON CITY NV 89701 1 03/17/05 00 0439195363 03 05/01/05 0.0000 204031156 N 04/01/35 0 9901937 E22/U57 F 153,600.00 ZZ 360 153,328.21 1 6.6250 983.52 80 6.3750 983.52 VERO BEACH FL 32967 5 04/22/05 00 0423955319 05 06/01/05 0.0000 0423955319 N 05/01/35 0 9901969 E22/U57 F 158,400.00 ZZ 360 158,119.73 1 6.6250 1014.25 80 6.3750 1014.25 PORT SAINT LUCFL 34953 5 04/22/05 00 0424008126 05 06/01/05 0.0000 0424008126 N 05/01/35 0 9905079 E22/U57 F 233,750.00 ZZ 360 233,365.68 1 7.0000 1555.14 85 6.7500 1555.14 WESTERVILLE OH 43081 1 04/25/05 04 0424053833 05 06/01/05 12.0000 0424053833 N 05/01/35 0 9905821 X08/G02 F 105,000.00 ZZ 360 104,727.27 1 6.7500 681.03 75 6.5000 681.03 ONTARIO OR 97914 5 04/05/05 00 0439220724 05 05/01/05 0.0000 2819739 N 04/01/35 0 9905881 X64/G02 F 96,000.00 ZZ 360 95,817.35 1 6.2500 591.09 80 6.0000 591.09 ROYAL OAK MI 48067 1 04/27/05 00 0439203688 01 06/01/05 0.0000 0000041652 N 05/01/35 0 9912799 S27/U57 F 154,400.00 ZZ 360 154,126.78 1 6.6250 988.65 80 6.3750 988.65 VERO BEACH FL 32967 5 04/27/05 00 0439218967 05 06/01/05 0.0000 1010041010 N 05/01/35 0 9912875 U45/G02 F 123,200.00 T 360 123,114.79 1 7.2500 744.33 90 7.0000 744.33 SARASOTA FL 34237 1 04/29/05 04 0439247115 01 06/01/05 25.0000 50424759 O 05/01/35 0 9915907 X91/G02 F 125,600.00 T 360 125,600.00 1 6.2500 654.17 80 6.0000 654.17 WAIPAHU HI 96797 1 04/20/05 00 0439222068 01 06/01/05 0.0000 818987 O 05/01/35 0 9916109 E22/U57 F 29,700.00 T 360 29,651.18 1 7.0000 197.59 90 6.7500 197.59 SAN ANTONIO TX 78212 1 04/27/05 10 0423284033 05 06/01/05 25.0000 0423284033 O 05/01/35 0 9917301 E22/G02 F 120,000.00 ZZ 360 120,000.00 1 6.5000 650.00 80 6.2500 650.00 COLORADO SPRINCO 80907 1 05/04/05 00 0423866631 05 07/01/05 0.0000 0423866631 N 06/01/35 0 9917357 E22/G02 F 121,600.00 ZZ 360 121,600.00 1 6.1250 620.67 80 5.8750 620.67 LAKEWOOD CO 80214 1 05/04/05 00 0423935790 01 06/01/05 0.0000 0423935790 N 05/01/35 0 9917435 E22/U57 F 269,600.00 ZZ 360 269,134.45 1 6.7500 1748.62 80 6.5000 1748.62 NEW ORLEANS LA 70115 5 05/04/05 00 0424003564 05 06/01/05 0.0000 0424003564 N 05/01/35 0 9919033 E22/G02 F 205,000.00 ZZ 360 205,000.00 1 7.0000 1195.83 72 6.7500 1195.83 GILBERT AZ 85296 5 04/25/05 00 0424026474 09 06/01/05 0.0000 0424026474 N 05/01/35 0 9920659 E22/G02 F 166,500.00 ZZ 360 166,500.00 4 7.1250 988.59 74 6.8750 988.59 WEST SPRINGFIEMA 01089 2 05/06/05 00 0423900828 05 07/01/05 0.0000 0423900828 N 06/01/35 0 9921579 Z37/U57 F 132,000.00 ZZ 360 131,782.97 1 7.0000 878.20 80 6.7500 878.20 GLENDALE AZ 85304 1 04/23/05 00 0439236811 05 06/01/05 0.0000 000003063 N 05/01/35 0 9922795 U05/G02 F 160,000.00 ZZ 360 159,632.51 1 7.3750 1105.08 80 7.1250 1105.08 SOUTH PALM BEAFL 33480 1 04/01/05 00 0439269556 06 05/01/05 0.0000 3000731084 N 04/01/35 0 9922853 U05/G02 F 126,000.00 ZZ 360 125,696.97 1 7.0000 838.28 90 6.7500 838.28 DUNEDIN FL 34698 1 04/29/05 14 0439257734 05 06/01/05 25.0000 3000743962 N 05/01/35 0 9923311 E22/U57 F 137,750.00 ZZ 360 137,750.00 1 7.5000 860.94 95 7.2500 860.94 MANCHESTER TOWNJ 08759 1 05/09/05 10 0424160059 01 07/01/05 30.0000 0424160059 N 06/01/35 0 9924721 E22/G02 F 128,000.00 ZZ 360 128,000.00 1 6.5000 693.33 80 6.2500 693.33 LAWRENCEVILLE GA 30044 2 05/10/05 00 0424136877 03 07/01/05 0.0000 0424136877 N 06/01/35 0 9924729 E22/U57 F 153,000.00 ZZ 360 152,858.29 1 6.3750 954.52 79 6.1250 954.52 REDDING CA 96001 5 04/29/05 00 0424150324 05 07/01/05 0.0000 0424150324 N 06/01/35 0 9928609 E22/G02 F 138,400.00 ZZ 360 138,400.00 1 6.5000 749.67 80 6.2500 749.67 LITTLE ROCK AR 72223 2 05/04/05 00 0423320019 05 07/01/05 0.0000 0423320019 N 06/01/35 0 9932419 E22/U57 F 191,900.00 ZZ 360 191,900.00 1 6.8750 1099.43 95 6.6250 1099.43 QUEEN CREEK AZ 85242 1 05/04/05 04 0424127934 03 07/01/05 30.0000 0424127934 N 06/01/35 0 9932577 E22/G02 F 167,992.00 ZZ 360 167,992.00 1 6.6250 927.46 80 6.3750 927.46 HALLANDALE BEAFL 33009 1 05/13/05 00 0423980606 05 07/01/05 0.0000 0423980606 N 06/01/35 0 9932581 E22/U57 F 118,750.00 ZZ 360 118,750.00 1 6.5000 643.23 95 6.2500 643.23 SUMMERVILLE SC 29485 1 05/13/05 10 0423986611 05 07/01/05 30.0000 0423986611 N 06/01/35 0 9933171 L14/G02 F 168,000.00 ZZ 360 168,000.00 1 6.1250 857.50 70 5.8750 857.50 LEESBURG VA 20175 5 04/18/05 00 0439338468 01 06/01/05 0.0000 205851616 N 05/01/35 0 9933173 L14/G02 F 157,500.00 ZZ 360 157,500.00 1 6.1250 803.91 70 5.8750 803.91 LEESBURG VA 20175 5 04/18/05 00 0439340308 01 06/01/05 0.0000 205851617 N 05/01/35 0 9933609 L14/G02 F 140,400.00 ZZ 360 140,400.00 1 6.0000 702.00 80 5.7500 702.00 ARNOLD MD 21012 1 04/14/05 00 0439337643 09 06/01/05 0.0000 226400621 N 05/01/35 0 9933669 L14/G02 F 140,250.00 ZZ 360 139,995.73 1 6.5000 886.48 75 6.2500 886.48 SOUTH BURLINGTVT 05403 5 04/25/05 00 0439341595 01 06/01/05 0.0000 219607541 N 05/01/35 0 9933763 L14/G02 F 221,000.00 ZZ 360 221,000.00 1 6.1250 1128.02 65 5.8750 1128.02 MESA AZ 85212 1 04/06/05 00 0439347493 03 06/01/05 0.0000 224501747 N 05/01/35 0 9934625 E22/G02 F 160,000.00 ZZ 360 160,000.00 1 6.7500 900.00 80 6.5000 900.00 NORTH LAUDERDAFL 33068 1 05/16/05 00 0423919646 05 07/01/05 0.0000 0423919646 N 06/01/35 0 9939025 E22/U57 F 189,600.00 ZZ 360 189,600.00 2 6.6250 1046.75 80 6.3750 1046.75 AUSTIN TX 78741 2 05/17/05 00 0424235729 05 07/01/05 0.0000 0424235729 N 06/01/35 0 9939189 E22/U57 F 244,600.00 ZZ 360 244,600.00 1 7.0000 1426.83 95 6.7500 1426.83 BEAR DE 19701 1 05/17/05 10 0424015857 03 07/01/05 30.0000 0424015857 N 06/01/35 0 9941795 E22/U57 F 176,200.00 T 360 176,062.55 1 7.2500 1201.99 90 7.0000 1201.99 ST. JOSEPH LA 71366 5 05/18/05 04 0423805456 05 07/01/05 25.0000 0423805456 O 06/01/35 0 9941869 E22/G02 F 167,200.00 ZZ 360 167,200.00 1 6.6250 923.08 80 6.3750 923.08 DANIA FL 33004 1 05/18/05 00 0424003531 05 07/01/05 0.0000 0424003531 N 06/01/35 0 9942495 E22/U57 F 270,750.00 ZZ 360 270,750.00 1 7.1250 1607.58 95 6.8750 1607.58 MIDLOTHIAN TX 76065 2 05/19/05 01 0424266807 05 07/01/05 30.0000 0424266807 N 06/01/35 0 9943697 E22/U57 F 160,000.00 ZZ 360 159,872.05 2 7.1250 1077.95 80 6.8750 1077.95 CHICAGO IL 60609 1 05/20/05 00 0423267699 05 07/01/05 0.0000 0423267699 N 06/01/35 0 9944035 E22/U57 F 104,000.00 ZZ 360 103,908.25 1 6.6250 665.92 80 6.3750 665.92 COLORADO SPRINCO 80916 5 05/20/05 00 0424167948 05 07/01/05 0.0000 0424167948 N 06/01/35 0 9946573 025/025 F 128,000.00 T 360 127,479.25 1 6.5000 809.05 76 6.2500 809.05 LA PORTE CA 95981 5 02/17/05 00 0201311487 05 04/01/05 0.0000 0201311487 O 03/01/35 0 9946865 025/025 F 601,000.00 ZZ 360 600,843.49 2 6.2500 3130.21 58 6.0000 3129.39 SAN FRANCISCO CA 94121 1 03/02/05 00 0201422458 05 05/01/05 0.0000 0201422458 N 04/01/35 0 9946873 025/025 F 253,000.00 ZZ 360 252,276.09 1 6.2500 1557.76 61 6.0000 1557.76 BUENA PARK CA 90621 5 03/23/05 00 0201424033 05 05/01/05 0.0000 0201424033 N 04/01/35 0 9946915 025/025 F 129,600.00 T 360 129,191.92 1 7.2500 884.10 80 7.0000 884.10 HIRAM ME 04041 1 02/25/05 00 0201434263 05 04/01/05 0.0000 0201434263 O 03/01/35 0 9947095 025/025 F 264,500.00 ZZ 360 263,012.27 1 6.7500 1487.81 78 6.5000 1479.40 TUCSON AZ 85716 2 03/23/05 00 0201448198 05 05/01/05 0.0000 0201448198 N 04/01/35 0 9947099 025/025 F 170,100.00 ZZ 360 169,640.18 1 7.3750 1174.84 90 7.1250 1174.84 HANFORD CA 93230 1 03/15/05 11 0201449600 05 05/01/05 25.0000 0201449600 N 04/01/35 0 9947333 025/025 F 185,000.00 ZZ 360 185,000.00 1 6.0000 925.00 62 5.7500 925.00 ASHLAND OR 97520 1 02/28/05 00 0143090892 05 04/01/05 0.0000 0143090892 N 03/01/35 0 9947347 025/025 F 120,000.00 ZZ 360 119,631.15 2 5.8750 709.85 58 5.6250 709.85 CHARLESTON SC 29412 5 03/17/05 00 0143107548 05 05/01/05 0.0000 0143107548 N 04/01/35 0 9947413 025/025 F 167,000.00 ZZ 360 166,498.75 3 6.0000 1001.25 65 5.7500 1001.25 DENVER CO 80204 5 03/07/05 00 0143158806 05 05/01/05 0.0000 0143158806 N 04/01/35 0 9947439 025/025 F 107,500.00 T 360 107,058.34 1 5.8750 635.90 47 5.6250 635.90 N PALM BEACH FL 33408 5 02/28/05 00 0143163038 05 04/01/05 0.0000 0143163038 O 03/01/35 0 9947497 025/025 F 234,000.00 ZZ 360 233,297.65 1 6.0000 1402.95 65 5.7500 1402.95 ALPHARETTA GA 30022 5 03/18/05 00 0143167781 03 05/01/05 0.0000 0143167781 N 04/01/35 0 9947843 T08/G02 F 120,000.00 ZZ 360 120,000.00 1 6.5000 650.00 80 6.2500 650.00 BAKERSFIELD CA 93307 5 05/04/05 00 0439349382 05 07/01/05 0.0000 45190062 N 06/01/35 0 9949061 X05/G02 F 200,000.00 ZZ 360 199,810.24 1 6.2500 1231.43 58 6.0000 1231.43 OCEANSIDE CA 92054 5 04/29/05 00 0439341330 01 07/01/05 0.0000 015030320 N 06/01/35 0 9949235 E22/U57 F 220,000.00 ZZ 360 220,000.00 1 6.6250 1214.58 80 6.3750 1214.58 PHOENIX AZ 85006 2 05/13/05 00 0423983857 05 07/01/05 0.0000 0423983857 N 06/01/35 0 9951689 Z51/E72 F 215,000.00 ZZ 240 213,952.68 4 5.8750 1524.86 54 5.6250 1524.86 APPLE VALLEY CA 92307 5 04/11/05 00 360001193 05 06/01/05 0.0000 777003977 N 05/01/25 0 9951725 Z51/E72 F 123,750.00 ZZ 360 123,531.04 1 6.6250 792.38 75 6.3750 792.38 TACOMA WA 98409 5 04/05/05 00 360000990 05 06/01/05 0.0000 777003913 N 05/01/35 0 9951733 Z51/E72 F 126,350.00 ZZ 360 126,137.09 1 6.8750 830.03 61 6.6250 830.03 LAWRENCEVILLE GA 30043 1 04/25/05 00 360001191 05 06/01/05 0.0000 777004642 N 05/01/35 0 9953107 E22/G02 F 130,350.00 ZZ 360 130,350.00 1 6.3750 692.48 79 6.1250 692.48 SPANAWAY WA 98387 5 05/20/05 00 0423952449 05 07/01/05 0.0000 0423952449 N 06/01/35 0 9953825 N67/G02 F 441,000.00 ZZ 360 440,180.91 1 6.3750 2751.27 34 6.1250 2751.27 WASHINGTON DC 20009 2 04/21/05 00 0439361874 05 06/01/05 0.0000 3275005566 N 05/01/35 0 9953827 N67/G02 F 385,000.00 ZZ 360 384,318.77 1 6.6250 2465.20 59 6.3750 2465.20 WASHINGTON DC 20007 5 04/21/05 00 0439362898 05 06/01/05 0.0000 3275005567 N 05/01/35 0 9953829 N67/G02 F 385,000.00 ZZ 360 384,318.77 1 6.6250 2465.20 57 6.3750 2465.20 WASHINGTON DC 20007 5 04/21/05 00 0439361486 05 06/01/05 0.0000 3275005569 N 05/01/35 0 9953835 N67/G02 F 520,000.00 ZZ 360 519,057.27 1 6.5000 3286.76 61 6.2500 3286.76 WASHINGTON DC 20007 2 04/21/05 00 0439361619 05 06/01/05 0.0000 3275005575 N 05/01/35 0 9954053 N67/G02 F 205,750.00 ZZ 360 205,215.55 1 6.7500 1334.50 70 6.5000 1334.50 LAS VEGAS NV 89131 1 03/22/05 00 0439357385 03 05/01/05 0.0000 3315005976 N 04/01/35 0 9955383 N67/G02 F 85,000.00 ZZ 360 84,928.59 1 6.8750 558.39 76 6.6250 558.39 SWEET HOME OR 97386 2 05/01/05 00 0439426743 05 07/01/05 0.0000 3339001821 N 06/01/35 0 9955421 N67/G02 F 50,150.00 ZZ 360 50,107.87 1 6.8750 329.45 88 6.6250 329.45 NEWBERRY SC 29108 1 05/17/05 01 0439426453 05 07/01/05 30.0000 3253001089 N 06/01/35 0 9955517 N67/G02 F 167,250.00 T 360 166,981.72 1 7.1250 1126.79 80 6.8750 1126.79 NORTH PORT FL 34286 1 05/05/05 00 0439386855 05 06/01/05 0.0000 3254020159 O 05/01/35 0 9955529 N67/G02 F 342,000.00 T 360 341,423.71 1 6.8750 2246.70 90 6.0550 2246.70 MIAMI FL 33155 1 04/29/05 40 0439412941 05 06/01/05 30.0000 3254020210 O 05/01/35 0 9955795 N67/G02 F 280,000.00 ZZ 360 279,528.19 1 6.8750 1839.40 80 6.6250 1839.40 WOODBRIDGE VA 22193 1 04/22/05 00 0439423716 05 06/01/05 0.0000 3274026698 N 05/01/35 0 9955959 N67/G02 F 52,200.00 ZZ 360 52,114.17 1 7.0000 347.29 90 6.7500 347.29 DANVILLE VA 24540 1 04/25/05 01 0439388240 05 06/01/05 30.0000 3274027445 N 05/01/35 0 9956159 N67/G02 F 51,200.00 ZZ 360 51,105.47 1 6.7500 332.08 80 6.5000 332.08 UPPER DARBY PA 19082 1 04/29/05 00 0439360025 07 06/01/05 0.0000 3271000663 N 05/01/35 0 9956231 N67/G02 F 55,000.00 ZZ 360 54,913.92 1 7.2500 375.20 74 7.0000 375.20 DANVILLE VA 24541 2 04/29/05 00 0439425521 05 06/01/05 0.0000 3274027701 N 05/01/35 0 9956255 N67/G02 F 151,200.00 ZZ 360 151,079.09 2 7.1250 1018.66 90 6.3050 1018.66 ALBANY NY 12208 1 05/09/05 26 0439426792 05 07/01/05 30.0000 3274027869 N 06/01/35 0 9956257 N67/G02 F 52,200.00 ZZ 360 52,116.27 1 7.1250 351.68 90 6.8750 351.68 DANVILLE VA 24540 1 04/29/05 01 0439430646 05 06/01/05 30.0000 3274027882 N 05/01/35 0 9956627 N67/G02 F 79,200.00 ZZ 360 79,041.93 1 6.0000 474.84 80 5.7500 474.84 TEMPE AZ 85281 1 04/15/05 00 0439363334 03 06/01/05 0.0000 1161012510 N 05/01/35 0 9956641 N67/G02 F 160,000.00 T 360 159,709.93 1 6.5000 1011.31 80 6.2500 1011.31 HOUSTON TX 77064 1 04/27/05 00 0439371717 03 06/01/05 0.0000 1161012548 O 05/01/35 0 9956681 N67/G02 F 122,150.00 ZZ 360 122,049.87 1 7.0000 812.67 75 6.7500 812.67 PHOENIX AZ 85013 1 05/09/05 00 0439424714 05 07/01/05 0.0000 1161012703 N 06/01/35 0 9956699 N67/G02 F 164,000.00 T 360 163,858.80 1 6.7500 1063.70 80 6.5000 1063.70 MESA AZ 85208 5 05/11/05 00 0439373895 05 07/01/05 0.0000 1161012805 O 06/01/35 0 9956825 N67/G02 F 328,800.00 ZZ 360 328,259.41 1 7.0000 2187.51 80 6.7500 2187.51 MINNEAPOLIS MN 55410 1 04/04/05 00 0439387531 05 06/01/05 0.0000 1165007914 N 05/01/35 0 9957001 N67/G02 F 123,500.00 T 360 123,391.04 1 6.6250 790.78 57 6.3750 790.78 WASHINGTON UT 84780 1 05/06/05 00 0439386301 05 07/01/05 0.0000 1260301144 O 06/01/35 0 9957029 N67/G02 F 144,000.00 ZZ 360 143,876.02 1 6.7500 933.98 80 6.5000 933.98 LAS VEGAS NV 89107 1 05/09/05 00 0439371873 05 07/01/05 0.0000 1390300205 N 06/01/35 0 9957077 N67/G02 F 182,600.00 T 360 182,600.00 1 6.3750 970.06 80 6.1250 970.06 PHOENIX AZ 85041 1 05/13/05 00 0439429853 03 07/01/05 0.0000 1760301681 O 06/01/35 0 9957089 N67/G02 F 30,150.00 T 360 30,127.63 1 7.5000 210.81 90 6.6800 210.81 TERRE HUATE IN 47802 1 05/05/05 26 0439412743 05 07/01/05 30.0000 3251000560 O 06/01/35 0 9957163 N67/G02 F 109,600.00 ZZ 360 109,410.75 1 6.7500 710.86 80 6.5000 710.86 CHARLOTTE NC 28262 1 04/27/05 00 0439426636 05 06/01/05 0.0000 3253000320 N 05/01/35 0 9957165 N67/G02 F 84,000.00 ZZ 360 83,854.95 1 6.7500 544.82 80 6.5000 544.82 MONROE NC 28110 1 04/27/05 00 0439428848 05 06/01/05 0.0000 3253000331 N 05/01/35 0 9957167 N67/G02 F 86,400.00 ZZ 360 86,250.80 1 6.7500 560.39 80 6.5000 560.39 MONROE NC 28110 1 04/27/05 00 0439428624 05 06/01/05 0.0000 3253000334 N 05/01/35 0 9957173 N67/G02 F 84,000.00 ZZ 360 83,846.58 1 6.7500 544.82 80 6.5000 544.82 LANCASTER SC 29720 1 04/27/05 00 0439414459 05 06/01/05 0.0000 3253000354 N 05/01/35 0 9957177 N67/G02 F 107,200.00 ZZ 360 107,107.70 1 6.7500 695.30 80 6.5000 695.30 INDIAN TRAIL NC 28079 1 05/18/05 00 0439413964 05 07/01/05 0.0000 3253000360 N 06/01/35 0 9957181 N67/G02 F 109,600.00 ZZ 360 109,505.64 1 6.7500 710.86 80 6.5000 710.86 INDIAN TRAIL NC 28079 1 05/18/05 00 0439414749 05 07/01/05 0.0000 3253000381 N 06/01/35 0 9957183 N67/G02 F 112,000.00 ZZ 360 111,903.57 1 6.7500 726.43 80 6.5000 726.43 CONCORD NC 28027 1 05/18/05 00 0439419912 05 07/01/05 0.0000 3253000382 N 06/01/35 0 9957201 N67/G02 F 159,300.00 ZZ 360 159,300.00 1 7.0000 929.25 90 6.7500 929.25 PALM HARBOR FL 34684 1 04/19/05 12 0439429747 05 06/01/05 30.0000 3253000532 N 05/01/35 0 9957207 N67/G02 F 109,200.00 T 360 109,020.46 1 7.0000 726.51 80 6.7500 726.51 CLERMONT FL 34711 1 04/25/05 00 0439356544 09 06/01/05 0.0000 3253000536 O 05/01/35 0 9957277 N67/G02 F 153,000.00 ZZ 360 153,000.00 1 7.5000 956.25 90 7.2500 956.25 ATLANTA GA 30310 2 04/27/05 11 0439427055 05 06/01/05 30.0000 3253000830 N 05/01/35 0 9957283 N67/G02 F 203,550.00 ZZ 360 203,383.15 1 7.0000 1354.22 85 6.7500 1354.22 KISSIMMEE FL 34747 1 05/06/05 12 0439413139 03 07/01/05 25.0000 3253000863 N 06/01/35 0 9958391 462/G02 F 141,500.00 ZZ 360 141,261.56 1 6.8750 929.56 80 6.6250 929.56 TUCSON AZ 85713 1 04/22/05 00 0439366394 03 06/01/05 0.0000 8641581 N 05/01/35 0 9958395 462/G02 F 169,500.00 ZZ 360 169,185.18 1 6.3750 1057.46 80 6.1250 1057.46 VALRICO FL 33594 1 04/15/05 00 0439368945 05 06/01/05 0.0000 0008201980 N 05/01/35 0 9958403 462/G02 F 397,200.00 T 360 396,479.89 1 6.5000 2510.58 90 6.2500 2510.58 WEST CHICAGO IL 60185 1 04/21/05 01 0439368218 03 06/01/05 25.0000 0009824897 O 05/01/35 0 9958415 462/G02 F 114,400.00 ZZ 360 114,299.06 2 6.6250 732.52 80 6.3750 732.52 TAMPA FL 33619 1 05/12/05 00 0439357542 05 07/01/05 0.0000 0008797987 N 06/01/35 0 9958419 462/G02 F 114,400.00 ZZ 360 114,299.06 2 6.6250 732.52 80 6.3750 732.52 TAMPA FL 33619 1 05/12/05 00 0439363623 05 07/01/05 0.0000 0008798787 N 06/01/35 0 9958475 462/G02 F 160,850.00 ZZ 360 160,850.00 1 6.3750 854.52 90 6.1250 854.52 TUCSON AZ 85746 1 05/16/05 01 0439372566 03 07/01/05 25.0000 0008050783 N 06/01/35 0 9958477 462/G02 F 140,200.00 T 360 139,963.74 1 6.8750 921.02 80 6.6250 921.02 MARANA AZ 85653 1 04/25/05 00 0439372939 03 06/01/05 0.0000 0006723084 O 05/01/35 0 9958971 462/G02 F 195,400.00 T 360 194,845.41 1 6.1250 1187.28 80 5.8750 1187.28 NAPLES FL 34119 1 04/25/05 00 0439368374 01 06/01/05 0.0000 0008412280 O 05/01/35 0 9958989 462/G02 F 186,900.00 T 360 186,726.89 1 6.3750 1166.02 85 6.1250 1166.02 APOPKA FL 32712 1 04/25/05 11 0439363532 03 07/01/05 12.0000 0006198881 O 06/01/35 0 9959031 462/G02 F 254,100.00 ZZ 360 253,650.37 1 6.6250 1627.04 80 6.3750 1627.04 MIAMI FL 33190 1 04/22/05 00 0439372830 03 06/01/05 0.0000 0008015786 N 05/01/35 0 9959163 H58/G02 F 226,400.00 ZZ 360 226,400.00 1 6.6250 1249.92 79 6.3750 1249.92 MARYSVILLE CA 95901 1 05/13/05 00 0439358664 05 07/01/05 0.0000 296511 N 06/01/35 0 9959225 H58/G02 F 190,000.00 ZZ 360 190,000.00 1 6.2500 989.58 59 6.0000 989.58 OREM UT 84058 2 05/12/05 00 0439360611 05 07/01/05 0.0000 296761 N 06/01/35 0 9959245 H58/G02 F 236,000.00 ZZ 360 235,786.65 2 6.5000 1491.68 80 6.2500 1491.68 PHOENIX AZ 85029 5 05/06/05 00 0439358284 05 07/01/05 0.0000 294596 N 06/01/35 0 9959247 H58/G02 F 236,000.00 ZZ 360 235,786.65 4 6.5000 1491.68 80 6.2500 1491.68 PHOENIX AZ 85029 5 05/06/05 00 0439358516 05 07/01/05 0.0000 295275 N 06/01/35 0 9959491 H81/G02 F 63,200.00 ZZ 360 63,142.86 2 6.5000 399.47 64 6.2500 399.47 MILWAUKEE WI 53204 5 05/20/05 00 0439461013 05 07/01/05 0.0000 40050952 N 06/01/35 0 9959845 E22/G02 F 118,400.00 ZZ 360 118,284.92 1 6.1250 719.41 80 5.8750 719.41 LACEY WA 98503 1 05/25/05 00 0423511039 09 07/01/05 0.0000 0423511039 N 06/01/35 0 9960007 E22/G02 F 174,000.00 ZZ 360 173,822.59 1 5.8750 1029.28 72 5.6250 1029.28 SPARKS NV 89431 5 05/23/05 00 0424338374 05 07/01/05 0.0000 0424338374 N 06/01/35 0 9960053 E22/G02 F 118,400.00 ZZ 360 118,284.92 1 6.1250 719.41 80 5.8750 719.41 LACEY WA 98503 1 05/25/05 00 0424358893 09 07/01/05 0.0000 0424358893 N 06/01/35 0 9960073 E22/G02 F 118,400.00 ZZ 360 118,284.92 1 6.1250 719.41 80 5.8750 719.41 LACEY WA 98503 1 05/25/05 00 0424374361 09 07/01/05 0.0000 0424374361 N 06/01/35 0 9960081 E22/G02 F 118,400.00 ZZ 360 118,284.92 1 6.1250 719.41 80 5.8750 719.41 LACEY WA 98503 1 05/25/05 00 0424381598 09 07/01/05 0.0000 0424381598 N 06/01/35 0 9960311 E22/G02 F 239,000.00 ZZ 360 238,773.23 1 6.2500 1471.56 57 6.0000 1471.56 SEATTLE WA 98115 5 05/25/05 00 0424128437 05 07/01/05 0.0000 0424128437 N 06/01/35 0 9962745 E22/G02 F 120,000.00 ZZ 360 120,000.00 1 6.5000 650.00 80 6.2500 650.00 HAMPTON VA 23669 1 06/01/05 00 0424312478 05 07/01/05 0.0000 0424312478 N 06/01/35 0 9964601 E22/G02 F 107,625.00 ZZ 360 107,625.00 1 6.5000 582.97 75 6.2500 582.97 HUNTERSVILLE NC 28078 1 06/02/05 00 0424227031 03 08/01/05 0.0000 0424227031 N 07/01/35 0 9964713 E22/G02 F 200,000.00 ZZ 360 200,000.00 1 6.7500 1297.20 80 6.5000 1297.20 VISALIA CA 93277 1 05/31/05 00 0424342624 05 08/01/05 0.0000 0424342624 N 07/01/35 0 9964769 E22/G02 F 55,200.00 ZZ 360 55,200.00 1 7.0000 367.25 80 6.7500 367.25 JACKSON MS 39212 1 06/02/05 00 0424421709 05 08/01/05 0.0000 0424421709 N 07/01/35 0 9964799 E22/G02 F 150,000.00 ZZ 360 149,857.67 1 6.2500 923.58 67 6.0000 923.58 MADERA CA 93638 5 05/17/05 00 0424306660 05 07/01/05 0.0000 0424306660 N 06/01/35 0 9965007 L49/G02 F 130,000.00 ZZ 360 129,864.27 1 5.7500 758.65 50 5.5000 758.65 HIGHLAND CA 92346 5 05/11/05 00 0439366774 03 07/01/05 0.0000 10027875 N 06/01/35 0 9965009 L49/G02 F 300,000.00 ZZ 360 300,000.00 1 5.8750 1468.75 62 5.6250 1468.75 BREA CA 92821 5 05/09/05 00 0439361122 05 07/01/05 0.0000 10027815 N 06/01/35 0 9965241 X08/G02 F 88,000.00 ZZ 360 87,918.49 1 6.3750 549.01 74 6.1250 549.01 OGDEN UT 84404 5 05/24/05 00 0439363813 05 07/01/05 0.0000 6054665 N 06/01/35 0 9966431 E22/G02 F 374,500.00 ZZ 360 374,500.00 1 6.2500 1950.52 70 6.0000 1950.52 SEATTLE WA 98126 1 05/18/05 00 0424096493 05 07/01/05 0.0000 0424096493 N 06/01/35 0 9966517 E22/G02 F 54,000.00 ZZ 360 53,954.64 1 6.8750 354.74 90 6.6250 354.74 COLUMBUS GA 31907 1 05/23/05 04 0424225647 05 07/01/05 25.0000 0424225647 N 06/01/35 0 9966757 E82/G02 F 71,200.00 ZZ 360 71,200.00 1 6.6250 455.90 58 6.3750 455.90 JACKSONVILLE FL 32246 2 06/03/05 00 0401122908 05 08/01/05 0.0000 0401122908 N 07/01/35 0 9967091 313/G02 F 420,000.00 ZZ 360 419,610.99 1 6.3750 2620.26 80 6.1250 2620.26 INDIALANTIC FL 32903 1 05/20/05 00 0439477258 01 07/01/05 0.0000 10643849 N 06/01/35 0 9968791 E22/G02 F 247,500.00 ZZ 360 247,500.00 2 6.3750 1544.08 75 6.1250 1544.08 SOUTH GRAFTON MA 01519 2 06/06/05 00 0424011823 05 08/01/05 0.0000 0424011823 N 07/01/35 0 9968949 E22/G02 F 214,500.00 ZZ 360 214,291.52 4 6.1250 1303.32 65 5.8750 1303.32 BEND OR 97702 5 05/27/05 00 0424226157 05 07/01/05 0.0000 0424226157 N 06/01/35 0 9969101 E22/G02 F 106,000.00 ZZ 360 106,000.00 4 6.8750 696.34 80 6.6250 696.34 HAMMOND LA 70401 1 06/06/05 00 0424326171 05 08/01/05 0.0000 0424326171 N 07/01/35 0 9969103 E22/G02 F 140,000.00 ZZ 360 140,000.00 4 6.8750 919.70 80 6.6250 919.70 HAMMOND LA 70401 1 06/06/05 00 0424327260 05 08/01/05 0.0000 0424327260 N 07/01/35 0 9969107 E22/G02 F 141,000.00 ZZ 360 141,000.00 4 6.8750 926.27 80 6.6250 926.27 HAMMOND LA 70401 1 06/06/05 00 0424327716 05 08/01/05 0.0000 0424327716 N 07/01/35 0 9969197 E22/G02 F 120,000.00 ZZ 360 120,000.00 1 6.8750 687.50 80 6.6250 687.50 FLORIDA CITY FL 33034 1 06/06/05 00 0424403525 03 07/01/05 0.0000 0424403525 N 06/01/35 0 9971383 P44/G02 F 146,600.00 ZZ 360 146,488.45 1 7.3750 1012.53 80 7.1250 1012.53 FORT MYERS FL 33912 1 06/01/05 00 0439381633 05 07/01/05 0.0000 0505260002 N 06/01/35 0 9971393 E22/G02 F 198,400.00 ZZ 360 198,400.00 1 6.0000 1189.51 80 5.7500 1189.51 LAKE STEVENS WA 98258 1 06/01/05 00 0422958694 03 08/01/05 0.0000 0422958694 N 07/01/35 0 9971551 E22/G02 F 58,000.00 ZZ 360 58,000.00 1 6.8750 381.02 73 6.6250 381.02 OMAHA NE 68108 5 06/07/05 00 0424247807 05 08/01/05 0.0000 0424247807 N 07/01/35 0 9973579 T08/G02 F 97,500.00 ZZ 360 97,500.00 1 7.3750 599.22 75 7.1250 599.22 CHARLOTTE NC 28208 1 05/19/05 00 0439388455 05 07/01/05 0.0000 12157168 N 06/01/35 0 9973635 T08/G02 F 63,000.00 ZZ 360 62,948.36 1 7.0000 419.14 90 6.7500 419.14 EUSTIS FL 32726 1 05/17/05 11 0439459801 05 07/01/05 25.0000 132029442 N 06/01/35 0 9973665 T08/G02 F 106,875.00 T 360 106,793.68 1 7.3750 738.16 75 7.1250 738.16 CAPE CORAL FL 33993 1 05/19/05 00 0439466715 05 07/01/05 0.0000 12152705 O 06/01/35 0 9973675 T08/G02 F 95,900.00 T 360 95,825.19 1 7.2500 654.21 85 7.0000 654.21 TAMPA FL 33619 1 05/18/05 11 0439374000 05 07/01/05 12.0000 14040398 O 06/01/35 0 9973741 T08/G02 F 76,000.00 ZZ 360 75,947.70 1 7.8750 551.05 80 7.6250 551.05 SPRING TX 77373 1 05/25/05 00 0439466814 03 07/01/05 0.0000 132315074 N 06/01/35 0 9974907 E22/G02 F 113,925.00 ZZ 360 113,925.00 1 6.6250 628.96 75 6.3750 628.96 HAMPTON VA 23669 1 06/08/05 00 0424370872 01 08/01/05 0.0000 0424370872 N 07/01/35 0 9974987 E22/G02 F 184,000.00 ZZ 360 184,000.00 1 6.5000 1163.01 72 6.2500 1163.01 TULARE CA 93274 1 06/06/05 00 0424500056 05 08/01/05 0.0000 0424500056 N 07/01/35 0 9975009 E82/G02 F 69,800.00 ZZ 360 69,800.00 2 6.8750 458.54 56 6.6250 458.54 MILWAUKEE WI 53218 2 06/09/05 00 0401134481 05 08/01/05 0.0000 0401134481 N 07/01/35 0 9975341 M40/G02 F 250,000.00 ZZ 360 250,000.00 1 5.5000 1145.83 65 5.2500 1145.83 PASADENA CA 91106 1 05/31/05 00 0439392861 01 08/01/05 0.0000 WS0105506 N 07/01/35 0 9977075 U05/G02 F 180,200.00 ZZ 360 180,200.00 1 6.6250 1153.84 80 6.3750 1153.84 PUNTA GORDA FL 33950 1 06/03/05 00 0439386681 01 08/01/05 0.0000 3000762893 N 07/01/35 0 9977113 U85/G02 F 65,700.00 ZZ 360 65,700.00 2 7.8750 476.37 90 7.6250 476.37 MILWAUKEE WI 53206 1 06/06/05 48 0439378308 05 08/01/05 25.0000 0505011949 N 07/01/35 0 9977495 E22/G02 F 57,200.00 ZZ 360 57,200.00 1 6.2500 352.19 80 6.0000 352.19 EL PASO TX 79936 1 06/08/05 00 0424436566 05 08/01/05 0.0000 0424436566 N 07/01/35 0 9977601 E22/G02 F 120,000.00 ZZ 360 120,000.00 4 6.2500 738.86 75 6.0000 738.86 PUEBLO CO 81003 2 06/09/05 00 0424188647 05 08/01/05 0.0000 0424188647 N 07/01/35 0 9977611 E22/G02 F 74,700.00 ZZ 360 74,700.00 3 7.0000 496.98 90 6.7500 496.98 WALCOTT IA 52773 1 06/09/05 01 0424203214 05 08/01/05 25.0000 0424203214 N 07/01/35 0 9977681 E22/G02 F 232,000.00 ZZ 360 232,000.00 1 6.8750 1524.07 80 6.6250 1524.07 FORT LAUDERDALFL 33301 1 06/09/05 00 0424331411 06 08/01/05 0.0000 0424331411 N 07/01/35 0 9977921 462/G02 F 211,050.00 T 360 210,839.89 1 6.0000 1265.36 80 5.7500 1265.36 LAS VEGAS NV 89149 1 05/05/05 00 0439477654 05 07/01/05 0.0000 0008498982 O 06/01/35 0 9977983 462/G02 F 418,000.00 T 360 417,573.83 1 5.8750 2472.63 80 5.6250 2472.63 LA QUINTA CA 92253 2 05/18/05 00 0439469768 03 07/01/05 0.0000 0008390783 O 06/01/35 0 9978379 G52/G02 F 159,200.00 ZZ 360 159,056.08 1 6.5000 1006.25 60 6.2500 1006.25 GREEN VALLEY AZ 85614 1 05/18/05 00 0439453127 03 07/01/05 0.0000 9500001868 N 06/01/35 0 9979387 E22/G02 F 211,760.00 ZZ 360 211,760.00 1 6.8750 1391.11 80 6.6250 1391.11 NEW ORLEANS LA 70117 1 06/10/05 00 0423770486 05 08/01/05 0.0000 0423770486 N 07/01/35 0 9979623 E22/G02 F 112,500.00 ZZ 360 112,500.00 4 6.7500 729.67 90 6.5000 729.67 MARTINSBURG WV 25401 1 06/10/05 10 0424307650 05 08/01/05 25.0000 0424307650 N 07/01/35 0 9979639 E22/G02 F 68,000.00 ZZ 360 68,000.00 1 6.6250 435.41 80 6.3750 435.41 COLUMBUS OH 43204 5 06/10/05 00 0424312676 05 08/01/05 0.0000 0424312676 N 07/01/35 0 9979663 E22/G02 F 112,500.00 ZZ 360 112,500.00 2 6.8750 739.04 90 6.6250 739.04 NEW ORLEANS LA 70119 1 06/10/05 04 0424322709 05 08/01/05 25.0000 0424322709 N 07/01/35 0 9979671 E22/G02 F 245,600.00 ZZ 360 245,600.00 1 6.3750 1532.22 80 6.1250 1532.22 BOULDER CITY NV 89005 1 06/07/05 00 0424336980 05 08/01/05 0.0000 0424336980 N 07/01/35 0 9979775 E22/G02 F 65,200.00 ZZ 360 65,200.00 1 6.8750 428.32 80 6.6250 428.32 WEST MONROE LA 71291 1 06/10/05 00 0424406015 07 08/01/05 0.0000 0424406015 N 07/01/35 0 9979787 E22/G02 F 288,000.00 ZZ 360 288,000.00 1 6.8750 1650.00 90 6.6250 1650.00 BEDFORD TX 76021 2 06/10/05 10 0424413318 03 08/01/05 25.0000 0424413318 N 07/01/35 0 9979833 E22/G02 F 48,000.00 ZZ 360 48,000.00 1 7.2500 327.44 75 7.0000 327.44 MEMPHIS TN 38118 2 06/10/05 00 0424451078 05 08/01/05 0.0000 0424451078 N 07/01/35 0 9979879 E22/G02 F 140,400.00 ZZ 360 140,400.00 3 7.2500 957.78 90 7.0000 957.78 YAKIMA WA 98902 2 06/08/05 01 0424536787 05 08/01/05 25.0000 0424536787 N 07/01/35 0 9979883 E22/G02 F 311,920.00 ZZ 360 311,920.00 3 6.6250 1997.26 80 6.3750 1997.26 PROVIDENCE RI 02909 1 06/10/05 00 0424576064 05 08/01/05 0.0000 0424576064 N 07/01/35 0 9979901 E82/G02 F 64,800.00 ZZ 360 64,800.00 2 6.8750 425.69 69 6.6250 425.69 CALDWELL ID 83605 2 06/13/05 00 0401126651 05 08/01/05 0.0000 0401126651 N 07/01/35 0 9979909 E82/G02 F 76,400.00 ZZ 240 76,400.00 1 6.5000 569.62 90 6.2500 569.62 KANSAS CITY MO 64138 2 06/10/05 04 0401131339 05 08/01/05 25.0000 0401131339 N 07/01/25 0 9980315 H81/G02 F 76,500.00 ZZ 360 76,500.00 1 7.2500 521.86 90 7.0000 521.86 MILWAUKEE WI 53209 1 06/02/05 10 0439389792 05 08/01/05 25.0000 40051223 N 07/01/35 0 9980551 H81/G02 F 67,500.00 ZZ 360 67,500.00 1 7.2500 460.47 90 7.0000 460.47 MILWAUKEE WI 53209 1 06/02/05 10 0439427386 05 08/01/05 25.0000 40051219 N 07/01/35 0 9980565 H81/G02 F 190,800.00 ZZ 360 190,800.00 4 6.5000 1205.99 90 6.2500 1205.99 EAU CLAIRE WI 54703 1 06/06/05 10 0439428673 05 08/01/05 25.0000 40051134 N 07/01/35 0 9980673 F62/F62 F 308,000.00 T 360 307,721.56 1 6.5000 1946.77 80 6.2500 1946.77 RENO NV 89523 1 05/13/05 00 45781 05 07/01/05 0.0000 45781 O 06/01/35 0 9980967 E22/G02 F 211,500.00 ZZ 360 211,500.00 4 7.0000 1407.11 89 6.7500 1407.11 MISSION TX 78572 1 06/10/05 04 0424325819 05 08/01/05 25.0000 0424325819 N 07/01/35 0 9980981 E22/G02 F 268,000.00 ZZ 360 268,000.00 1 6.2500 1395.83 80 6.0000 1395.83 BOCA RATON FL 33432 1 06/13/05 00 0424334456 08 08/01/05 0.0000 0424334456 N 07/01/35 0 9981089 E22/G02 F 97,200.00 ZZ 360 97,200.00 4 7.0000 646.67 90 6.7500 646.67 BATON ROUGE LA 70810 1 06/09/05 10 0424408516 05 08/01/05 25.0000 0424408516 N 07/01/35 0 9981283 E22/G02 F 160,000.00 ZZ 360 160,000.00 1 6.3750 998.19 80 6.1250 998.19 BEND OR 97702 1 05/31/05 00 0424294635 05 08/01/05 0.0000 0424294635 N 07/01/35 0 9981329 H49/G02 F 69,750.00 ZZ 360 69,701.99 1 7.8750 505.74 90 7.6250 505.74 VINITA OK 74301 1 05/18/05 11 0439433566 05 07/01/05 25.0000 656930 N 06/01/35 0 9981345 E82/G02 F 127,200.00 ZZ 360 127,200.00 4 6.6250 814.48 69 6.3750 814.48 METAIRIE LA 70003 2 06/10/05 00 0401105424 05 08/01/05 0.0000 0401105424 N 07/01/35 0 9981421 L14/G02 F 129,160.00 T 360 129,037.44 1 6.2500 795.27 80 6.0000 795.27 THORNTON CO 80602 1 05/18/05 00 0439489295 01 07/01/05 0.0000 104130073 O 06/01/35 0 9981423 L14/G02 F 144,288.00 T 360 144,133.74 1 5.6250 830.61 80 5.3750 830.61 LAND O LAKES FL 34639 1 05/04/05 00 0439492547 07 07/01/05 0.0000 106308118 O 06/01/35 0 9981471 L14/G02 F 142,700.00 T 360 142,554.51 1 5.8750 844.13 80 5.6250 844.13 ANTIOCH TN 37013 1 05/20/05 00 0439489790 03 07/01/05 0.0000 117001792 O 06/01/35 0 9981525 L14/G02 F 150,000.00 ZZ 360 149,734.37 1 5.8750 887.31 52 5.6250 887.31 N LAS VEGAS NV 89086 1 05/12/05 00 0439496142 03 07/01/05 0.0000 134304454 N 06/01/35 0 9981533 L14/G02 F 61,200.00 ZZ 360 61,148.58 1 6.8750 402.05 80 6.6250 402.05 HOLIDAY FL 34690 1 05/19/05 00 0439488859 05 07/01/05 0.0000 201330246 N 06/01/35 0 9981633 L14/G02 F 258,666.00 ZZ 360 258,420.56 1 6.2500 1592.65 80 6.0000 1592.65 MINNEAPOLIS MN 55414 1 05/26/05 00 0439489535 05 07/01/05 0.0000 208322760 N 06/01/35 0 9981697 L14/G02 F 130,000.00 ZZ 360 129,882.48 1 6.5000 821.69 58 6.2500 821.69 LAS VEGAS NV 89103 5 05/05/05 00 0439501792 01 07/01/05 0.0000 210352473 N 06/01/35 0 9981699 L14/G02 F 138,000.00 T 360 137,865.87 1 6.1250 838.51 75 5.8750 838.51 PORTLAND OR 97220 5 05/02/05 00 0439495219 05 07/01/05 0.0000 210352490 O 06/01/35 0 9981703 L14/G02 F 150,400.00 ZZ 360 150,276.71 2 7.0000 1000.61 80 6.7500 1000.61 SAN MARCOS TX 78666 1 05/11/05 00 0439493271 05 07/01/05 0.0000 210352501 N 06/01/35 0 9981803 L14/G02 F 270,000.00 ZZ 360 269,778.68 3 7.0000 1796.32 75 6.7500 1796.32 WEST PALM BEACFL 33401 1 05/06/05 00 0439494667 05 07/01/05 0.0000 220003180 N 06/01/35 0 9981821 L14/G02 F 348,000.00 ZZ 360 348,000.00 1 6.2500 1812.50 80 6.0000 1812.50 SEATTLE WA 98103 1 05/05/05 00 0439493578 05 07/01/05 0.0000 220302584 N 06/01/35 0 9981823 L14/G02 F 295,960.00 ZZ 360 295,960.00 1 5.8750 1448.97 80 5.6250 1448.97 SEATTLE WA 98115 1 05/11/05 00 0439494535 05 07/01/05 0.0000 220302672 N 06/01/35 0 9981837 L14/G02 F 189,000.00 ZZ 360 189,000.00 2 6.1250 964.69 70 5.8750 964.69 TUMWATER WA 98501 2 05/11/05 00 0439495599 07 07/01/05 0.0000 220627636 N 06/01/35 0 9981951 L14/G02 F 178,430.00 ZZ 360 178,248.07 1 5.8750 1055.48 68 5.6250 1055.48 GALLATIN TN 37066 1 05/25/05 00 0439488602 05 07/01/05 0.0000 230330511 N 06/01/35 0 9981969 L14/G02 F 64,350.00 ZZ 360 64,294.59 2 6.7500 417.38 90 6.5000 417.38 NASHVILLE TN 37208 1 05/06/05 11 0439496548 05 07/01/05 25.0000 230330980 N 06/01/35 0 9981995 L14/G02 F 161,850.00 ZZ 360 161,684.98 1 5.8750 957.41 65 5.6250 957.41 DENVER CO 80210 5 05/24/05 00 0439494329 05 07/01/05 0.0000 232604193 N 06/01/35 0 9982065 L14/G02 F 282,150.00 ZZ 360 282,150.00 1 5.8750 1381.36 60 5.6250 1381.36 GILBERT AZ 85297 1 05/26/05 00 0439489204 03 07/01/05 0.0000 281002171 N 06/01/35 0 9982165 253/253 F 266,250.00 ZZ 360 266,026.31 1 6.8750 1749.08 75 6.6250 1749.08 HEMET CA 92545 5 05/24/05 00 391691 05 07/01/05 0.0000 391691 N 06/01/35 0 9982807 967/G02 F 171,600.00 ZZ 360 171,459.34 1 7.0000 1141.66 80 6.7500 1141.66 BELLINGHAM WA 98226 1 05/25/05 00 0439433780 05 07/01/05 0.0000 10843001 N 06/01/35 0 9982959 225/225 F 220,000.00 T 360 219,581.42 1 6.2500 1354.58 67 6.0000 1354.58 ATLANTIC BEACHNC 28512 1 04/08/05 00 8957077 01 06/01/05 0.0000 8957077 O 05/01/35 0 9983189 225/225 F 135,850.00 ZZ 360 135,488.45 1 6.6250 869.86 80 6.3750 869.86 CAPE CORAL FL 33909 1 03/31/05 00 3910103 05 05/01/05 0.0000 3910103 N 04/01/35 0 9983219 225/225 F 191,800.00 T 360 191,452.28 1 6.5000 1212.31 95 6.2500 1212.31 VENICE FL 34293 1 04/11/05 12 3912038 05 06/01/05 30.0000 3912038 O 05/01/35 0 9983287 225/225 F 100,000.00 ZZ 360 99,918.03 1 7.0000 665.30 80 6.7500 665.30 LAKE WORTH FL 33460 1 05/02/05 00 3913200 05 07/01/05 0.0000 3913200 N 06/01/35 0 9983323 225/225 F 600,000.00 T 360 598,802.41 1 6.0000 3597.30 50 5.7500 3597.30 SANTA ROSA BEAFL 32459 5 04/29/05 00 3916632 05 06/01/05 0.0000 3916632 O 05/01/35 0 9983539 E22/G02 F 224,000.00 ZZ 360 224,000.00 1 6.8750 1471.52 80 6.6250 1471.52 BOTHELL WA 98011 1 06/09/05 00 0424407815 05 08/01/05 0.0000 0424407815 N 07/01/35 0 9983669 E22/G02 F 212,000.00 ZZ 360 212,000.00 2 6.7500 1192.50 77 6.5000 1192.50 MADEVILLE LA 70448 2 06/13/05 00 0423726249 05 08/01/05 0.0000 0423726249 N 07/01/35 0 9983793 E22/G02 F 51,200.00 ZZ 360 51,200.00 1 6.8750 336.35 80 6.6250 336.35 BIRMINGHAM AL 35224 1 06/14/05 00 0424254100 05 08/01/05 0.0000 0424254100 N 07/01/35 0 9984353 P01/G02 F 112,500.00 ZZ 360 112,500.00 3 7.2500 767.45 90 7.0000 767.45 TROY NY 12180 1 06/03/05 10 0439436098 05 08/01/05 25.0000 05001727 N 07/01/35 0 9984391 T15/G02 F 221,000.00 ZZ 360 220,795.31 1 6.3750 1378.75 65 6.1250 1378.75 FREDERICKSBURGVA 22406 1 05/31/05 00 0439461500 05 07/01/05 0.0000 44982524 N 06/01/35 0 9984455 462/G02 F 167,950.00 ZZ 360 167,950.00 1 6.8750 962.21 80 6.6250 962.21 FORT LAUDERDALFL 33312 1 05/31/05 00 0439477555 01 07/01/05 0.0000 0005410485 N 06/01/35 0 9984495 462/G02 F 418,650.00 T 360 418,306.83 1 7.0000 2785.29 80 6.7500 2785.29 DOWELL MD 20629 1 05/26/05 00 0439472564 01 07/01/05 0.0000 0007755887 O 06/01/35 0 9984509 462/G02 F 155,950.00 ZZ 360 155,809.01 1 6.5000 985.72 80 6.2500 985.72 MIAMI FL 33186 1 05/20/05 00 0439461138 09 07/01/05 0.0000 0008619983 N 06/01/35 0 9984551 462/G02 F 144,800.00 T 360 144,655.85 1 6.0000 868.15 80 5.7500 868.15 CITY OF BAKERSCA 93313 1 05/16/05 00 0439468257 05 07/01/05 0.0000 7044381 O 06/01/35 0 9984555 462/G02 F 154,950.00 ZZ 360 154,806.48 1 6.3750 966.69 80 6.1250 966.69 SAN ANTONIO FL 33576 1 05/27/05 00 0439472952 09 07/01/05 0.0000 0009344680 N 06/01/35 0 9984567 462/G02 F 204,050.00 ZZ 360 203,878.57 1 6.8750 1340.47 70 6.6250 1340.47 NORTH LAS VEGANV 89081 1 05/25/05 00 0439467879 03 07/01/05 0.0000 0009125980 N 06/01/35 0 9984601 462/G02 F 202,900.00 T 360 202,716.57 1 6.5000 1282.47 90 6.2500 1282.47 SPRING HILL FL 34609 1 05/18/05 11 0439472606 03 07/01/05 25.0000 8903486 O 06/01/35 0 9984619 462/G02 F 215,500.00 T 360 215,295.52 1 6.2500 1326.88 80 6.0000 1326.88 ELLENTON FL 34222 1 05/27/05 00 0439477720 03 07/01/05 0.0000 0005001680 O 06/01/35 0 9984647 Q30/G02 F 173,700.00 ZZ 360 173,557.33 3 6.9900 1154.47 90 6.7400 1154.47 NEWARK NJ 07112 1 05/31/05 04 0439439464 05 07/01/05 25.0000 40040215 N 06/01/35 0 9984857 M40/G02 F 300,000.00 ZZ 360 300,000.00 1 5.7500 1750.72 65 5.5000 1750.72 RIVERSIDE CA 92506 5 06/08/05 00 0439437708 05 08/01/05 0.0000 0505173 N 07/01/35 0 9985235 E22/G02 F 53,500.00 ZZ 360 53,500.00 1 6.5000 338.16 79 6.2500 338.16 BOLIVAR MO 65613 2 06/15/05 00 0423966746 05 08/01/05 0.0000 0423966746 N 07/01/35 0 9985261 E22/G02 F 228,750.00 ZZ 360 228,750.00 1 6.5000 1445.86 75 6.2500 1445.86 SONORA CA 95370 1 05/19/05 00 0424087856 05 08/01/05 0.0000 0424087856 N 07/01/35 0 9985263 E22/G02 F 235,000.00 ZZ 360 235,000.00 1 6.6250 1504.73 75 6.3750 1504.73 FORT MYERS FL 33908 1 06/10/05 00 0424092864 05 08/01/05 0.0000 0424092864 N 07/01/35 0 9985867 U05/G02 F 81,600.00 ZZ 360 81,600.00 2 7.1250 549.75 85 6.8750 549.75 CLEVELAND OH 44113 1 06/09/05 14 0439463563 05 08/01/05 20.0000 3000757244 N 07/01/35 0 9985915 U05/G02 F 134,100.00 ZZ 360 134,100.00 4 6.8750 880.94 90 6.6250 880.94 LAREDO TX 78046 1 06/07/05 01 0439532425 05 08/01/05 25.0000 3000758728 N 07/01/35 0 9985945 225/225 F 351,400.00 T 360 351,111.96 1 7.0000 2337.87 95 6.7500 2337.87 GREENSBORO NC 27409 1 05/06/05 11 5721419 05 07/01/05 30.0000 5721419 O 06/01/35 0 9985961 225/225 F 682,500.00 T 360 681,267.99 1 6.6250 4370.12 70 6.3750 4370.12 AVON NC 27915 1 04/29/05 00 5730720 03 06/01/05 0.0000 5730720 O 05/01/35 0 9986605 E22/G02 F 176,000.00 ZZ 360 176,000.00 1 6.5000 953.33 80 6.2500 953.33 FRESNO CA 93726 5 06/06/05 00 0424263952 05 08/01/05 0.0000 0424263952 N 07/01/35 0 9986619 E22/G02 F 143,200.00 T 360 143,200.00 1 6.5000 905.12 80 6.2500 905.12 CENTRAL UT 84722 1 06/14/05 00 0424281301 05 08/01/05 0.0000 0424281301 O 07/01/35 0 9986627 E22/G02 F 126,000.00 ZZ 360 126,000.00 1 6.8750 827.73 80 6.6250 827.73 SEVIERVILLE TN 37862 1 06/16/05 00 0424332633 05 08/01/05 0.0000 0424332633 N 07/01/35 0 9986659 E22/G02 F 237,900.00 ZZ 360 237,900.00 2 6.2500 1464.79 73 6.0000 1464.79 MI WUK VILLAGECA 95346 5 06/09/05 00 0424387058 05 08/01/05 0.0000 0424387058 N 07/01/35 0 9986695 E22/G02 F 116,000.00 ZZ 360 116,000.00 1 6.6250 742.76 80 6.3750 742.76 ALBUQUERQUE NM 87114 1 06/10/05 00 0424327302 03 08/01/05 0.0000 0424327302 N 07/01/35 0 9986717 E22/G02 F 134,800.00 ZZ 360 134,800.00 1 6.8750 885.54 80 6.6250 885.54 SEVIERVILLE TN 37876 1 06/16/05 00 0424397024 05 08/01/05 0.0000 0424397024 N 07/01/35 0 9986769 E22/G02 F 160,000.00 ZZ 360 160,000.00 1 6.5000 1011.31 79 6.2500 1011.31 FREEHOLD NJ 07728 1 06/16/05 00 0424437473 01 08/01/05 0.0000 0424437473 N 07/01/35 0 9986815 E22/G02 F 68,000.00 ZZ 360 68,000.00 1 7.0000 452.41 80 6.7500 452.41 TRENTON NJ 08638 1 06/16/05 00 0424496115 05 08/01/05 0.0000 0424496115 N 07/01/35 0 9986827 E22/G02 F 67,500.00 ZZ 360 67,500.00 1 7.3750 466.21 90 7.1250 466.21 BURNET TX 78611 1 06/14/05 04 0424509412 05 08/01/05 25.0000 0424509412 N 07/01/35 0 9987017 225/G02 F 57,600.00 ZZ 360 57,550.40 1 6.7500 373.60 80 6.5000 373.60 BOSSIER CITY LA 71112 1 05/24/05 00 0439450602 05 07/01/05 0.0000 7809158 N 06/01/35 0 9987511 K60/G02 F 77,400.00 ZZ 360 77,400.00 3 7.7500 554.50 90 7.5000 554.50 PIQUA OH 45356 1 06/09/05 04 0439466913 05 08/01/05 25.0000 0000104058 N 07/01/35 0 9987647 E22/G02 F 85,000.00 ZZ 360 85,000.00 1 6.6250 469.27 73 6.3750 469.27 LITTLE ROCK AR 72205 2 05/26/05 00 0424001014 05 07/01/05 0.0000 0424001014 N 06/01/35 0 9987701 E22/G02 F 97,500.00 ZZ 360 97,500.00 1 6.7500 548.44 75 6.5000 548.44 LITTLE ROCK AR 72205 2 05/26/05 00 0424173508 05 07/01/05 0.0000 0424173508 N 06/01/35 0 9987731 E22/G02 F 95,200.00 ZZ 360 95,200.00 1 5.7500 555.56 80 5.5000 555.56 WESTWEGO LA 70094 5 06/17/05 00 0424238236 05 08/01/05 0.0000 0424238236 N 07/01/35 0 9987837 E22/G02 F 92,250.00 ZZ 360 92,250.00 3 6.7500 598.33 75 6.5000 598.33 PALMYRA PA 17078 1 06/17/05 00 0424369122 05 08/01/05 0.0000 0424369122 N 07/01/35 0 9987919 E22/G02 F 64,000.00 ZZ 360 64,000.00 1 6.8750 420.43 80 6.6250 420.43 FORT WORTH TX 76137 1 06/17/05 00 0424410793 05 08/01/05 0.0000 0424410793 N 07/01/35 0 9987937 E22/G02 F 94,400.00 ZZ 360 94,400.00 1 6.3750 588.93 80 6.1250 588.93 LEEDS AL 35094 1 06/17/05 00 0424425734 05 08/01/05 0.0000 0424425734 N 07/01/35 0 9987975 E22/G02 F 63,920.00 ZZ 360 63,920.00 1 6.8750 419.91 80 6.6250 419.91 THE WOODLANDS TX 77381 1 06/14/05 00 0424456663 03 08/01/05 0.0000 0424456663 N 07/01/35 0 9988085 E22/G02 F 66,480.00 ZZ 360 66,480.00 1 6.5000 420.20 80 6.2500 420.20 NEW ORLEANS LA 70128 1 06/17/05 00 0424546240 05 08/01/05 0.0000 0424546240 N 07/01/35 0 9988405 462/G02 F 107,150.00 T 360 107,043.33 1 6.0000 642.42 73 5.7500 642.42 GIBSONTON FL 33534 1 05/27/05 00 0439464306 09 07/01/05 0.0000 0007992787 O 06/01/35 0 9988893 E22/G02 F 54,000.00 ZZ 360 53,954.64 1 6.8750 354.74 90 6.6250 354.74 COLUMBUS GA 31907 1 06/06/05 04 0423793280 05 07/01/05 25.0000 0423793280 N 06/01/35 0 9988941 E22/G02 F 188,682.00 ZZ 360 188,682.00 1 6.6250 1208.15 80 6.3750 1208.15 PORTSMOUTH VA 23707 1 06/20/05 00 0424110088 05 08/01/05 0.0000 0424110088 N 07/01/35 0 9988967 E22/G02 F 116,832.00 ZZ 360 116,832.00 1 6.3750 728.88 80 6.1250 728.88 BOISE ID 83709 1 06/16/05 00 0424167450 03 08/01/05 0.0000 0424167450 N 07/01/35 0 9988995 E22/G02 F 88,796.00 ZZ 360 88,796.00 1 6.3750 553.97 75 6.1250 553.97 ELKHART IN 46516 1 06/20/05 00 0424231090 05 08/01/05 0.0000 0424231090 N 07/01/35 0 9989279 E22/G02 F 83,500.00 ZZ 360 83,500.00 4 7.1250 562.55 90 6.8750 562.55 HUNTSVILLE AL 35805 1 06/20/05 04 0424446169 05 08/01/05 25.0000 0424446169 N 07/01/35 0 9989647 X08/G02 F 75,000.00 T 360 75,000.00 1 6.1250 455.71 45 5.8750 455.71 ST GEORGE UT 84770 1 06/14/05 00 0439531856 01 08/01/05 0.0000 2818731 O 07/01/35 0 9989907 E22/G02 F 208,000.00 ZZ 360 208,000.00 2 6.7500 1349.08 80 6.5000 1349.08 WICHITA KS 67220 4 06/20/05 00 0424217339 05 08/01/05 0.0000 0424217339 N 07/01/35 0 9989959 E22/G02 F 127,500.00 ZZ 360 127,500.00 4 7.1250 858.99 88 6.8750 858.99 SAN ANTONIO TX 78208 2 06/10/05 04 0424306751 05 08/01/05 25.0000 0424306751 N 07/01/35 0 9989967 E22/G02 F 76,500.00 ZZ 360 76,500.00 2 7.0000 508.96 90 6.7500 508.96 SPRINGFIELD MO 65807 1 06/15/05 10 0424311447 05 08/01/05 25.0000 0424311447 N 07/01/35 0 9989971 E22/G02 F 76,500.00 ZZ 360 76,500.00 2 7.0000 508.96 90 6.7500 508.96 SPRINGFIELD MO 65807 1 06/15/05 10 0424312106 05 08/01/05 25.0000 0424312106 N 07/01/35 0 9989973 E22/G02 F 51,750.00 ZZ 360 51,750.00 1 7.0000 344.29 90 6.7500 344.29 SPRINGFIELD MO 65803 1 06/15/05 10 0424313047 05 08/01/05 25.0000 0424313047 N 07/01/35 0 9990141 E22/G02 F 80,000.00 ZZ 360 80,000.00 4 6.7500 518.88 80 6.5000 518.88 FORT WAYNE IN 46805 1 06/21/05 00 0424471969 05 08/01/05 0.0000 0424471969 N 07/01/35 0 9992459 T08/G02 F 181,125.00 ZZ 360 181,125.00 2 7.0000 1205.03 75 6.7500 1205.03 VALPARAISO IN 46383 1 06/13/05 00 0439486986 05 08/01/05 0.0000 132315698 N 07/01/35 0 9993063 742/G02 F 83,700.00 ZZ 360 83,700.00 4 7.0000 556.86 90 6.7500 556.86 SYRACUSE NY 13204 1 06/09/05 11 0439485970 05 08/01/05 25.0000 10763217 N 07/01/35 0 9993391 E22/G02 F 128,550.00 ZZ 360 128,550.00 2 6.8750 844.48 75 6.6250 844.48 DALLAS TX 75209 1 06/15/05 00 0424215028 05 08/01/05 0.0000 0424215028 N 07/01/35 0 9993437 E22/G02 F 103,500.00 ZZ 360 103,500.00 2 6.5000 654.19 75 6.2500 654.19 LONG BEACH MS 39560 1 06/22/05 00 0424282671 05 08/01/05 0.0000 0424282671 N 07/01/35 0 9993497 E22/G02 F 65,000.00 ZZ 360 65,000.00 1 6.2500 400.22 65 6.0000 400.22 PELHAM AL 35124 5 06/22/05 00 0424376499 05 08/01/05 0.0000 0424376499 N 07/01/35 0 9993519 E22/G02 F 68,000.00 ZZ 360 68,000.00 1 6.8750 446.71 80 6.6250 446.71 SPOKANE WA 99223 1 06/17/05 00 0424398659 05 08/01/05 0.0000 0424398659 N 07/01/35 0 9993655 E22/G02 F 127,900.00 ZZ 360 127,900.00 2 6.5000 808.42 80 6.2500 808.42 KERRVILLE TX 78028 1 06/22/05 00 0424490274 05 08/01/05 0.0000 0424490274 N 07/01/35 0 9993659 E22/G02 F 127,500.00 ZZ 360 127,500.00 1 6.3750 795.43 28 6.1250 795.43 MODESTO CA 95357 1 06/16/05 00 0424493260 05 08/01/05 0.0000 0424493260 N 07/01/35 0 9994571 X05/G02 F 129,000.00 ZZ 360 128,880.52 3 6.3750 804.79 62 6.1250 804.79 SEDRO WOOLLEY WA 98284 2 05/31/05 00 0439485491 05 07/01/05 0.0000 09504273 N 06/01/35 0 9994587 X05/G02 F 155,000.00 ZZ 360 155,000.00 1 6.7500 1005.33 78 6.5000 1005.33 TUCSON AZ 85712 2 06/09/05 00 0439485301 05 08/01/05 0.0000 155050217 N 07/01/35 0 9994595 X05/G02 F 248,300.00 ZZ 360 248,300.00 1 5.7500 1449.01 65 5.5000 1449.01 TEMECULA CA 92592 5 06/01/05 00 0439485467 03 08/01/05 0.0000 015050164 N 07/01/35 0 9994615 X05/G02 F 77,600.00 ZZ 360 77,600.00 1 6.7500 503.31 80 6.5000 503.31 QUEEN CREEK AZ 85242 1 06/03/05 00 0439483629 03 08/01/05 0.0000 015050474 N 07/01/35 0 9994621 X05/G02 F 523,250.00 ZZ 360 523,250.00 4 5.8750 2561.74 65 5.6250 2561.74 ANAHEIM CA 92801 1 05/13/05 00 0439485053 05 07/01/05 0.0000 11504285 N 06/01/35 0 9994749 588/G02 F 328,000.00 T 360 327,703.49 1 6.5000 2073.18 72 6.2500 2073.18 WASHINGTON DC 20001 5 05/20/05 00 0439495706 03 07/01/05 0.0000 1150172 O 06/01/35 0 9994787 588/G02 F 325,000.00 T 360 325,000.00 1 6.6250 2081.01 62 6.3750 2081.01 BRADLEY BEACH NJ 07720 1 06/02/05 00 0439494931 01 08/01/05 0.0000 1150271 O 07/01/35 0 9994811 588/G02 F 125,000.00 ZZ 360 125,000.00 1 6.5000 790.09 59 6.2500 790.09 TOWNSHIP OF HONJ 07731 5 06/08/05 00 0439495342 01 08/01/05 0.0000 1151524 N 07/01/35 0 9994829 588/G02 F 104,000.00 ZZ 360 104,000.00 1 7.3750 718.30 80 7.1250 718.30 BYRAM NJ 07821 1 06/13/05 00 0439503657 05 08/01/05 0.0000 1151205 N 07/01/35 0 9995537 E22/G02 F 70,200.00 ZZ 360 70,200.00 3 6.5000 443.71 90 6.2500 443.71 MISHAWAKA IN 46544 1 06/22/05 04 0424175727 05 08/01/05 25.0000 0424175727 N 07/01/35 0 9995539 E22/G02 F 128,000.00 ZZ 360 128,000.00 2 6.7500 830.21 80 6.5000 830.21 URBANA IL 61801 1 06/23/05 00 0424182418 05 08/01/05 0.0000 0424182418 N 07/01/35 0 9995607 E22/G02 F 135,000.00 ZZ 360 135,000.00 2 6.2500 831.22 90 6.0000 831.22 GULFPORT MS 39507 1 06/23/05 04 0424376028 05 08/01/05 25.0000 0424376028 N 07/01/35 0 9995621 E22/G02 F 179,200.00 ZZ 360 179,200.00 1 6.5000 1132.67 80 6.2500 1132.67 MESQUITE NV 89027 1 06/21/05 00 0424395275 05 08/01/05 0.0000 0424395275 N 07/01/35 0 9995691 E22/G02 F 59,200.00 ZZ 360 59,200.00 1 6.8750 388.90 80 6.6250 388.90 SOUTH BEND IN 46628 1 06/23/05 00 0424475655 05 08/01/05 0.0000 0424475655 N 07/01/35 0 9995727 E22/G02 F 32,500.00 ZZ 360 32,500.00 1 6.3750 202.76 74 6.1250 202.76 JACKSON MS 39204 5 06/23/05 00 0424705465 05 08/01/05 0.0000 0424705465 N 07/01/35 0 9995745 E22/G02 F 58,500.00 ZZ 360 58,500.00 1 6.5000 369.76 90 6.2500 369.76 HUMBLE TX 77346 1 06/10/05 04 0424480127 03 08/01/05 25.0000 0424480127 N 07/01/35 0 9995767 E22/G02 F 166,500.00 ZZ 360 166,500.00 1 6.8750 1093.79 90 6.6250 1093.79 SPRING TX 77388 2 06/23/05 04 0424497261 03 08/01/05 25.0000 0424497261 N 07/01/35 0 9995843 E22/G02 F 32,500.00 ZZ 360 32,500.00 1 6.3750 202.76 74 6.1250 202.76 JACKSON MS 39209 5 06/23/05 00 0424602175 05 08/01/05 0.0000 0424602175 N 07/01/35 0 9997357 E22/G02 F 156,400.00 ZZ 360 156,400.00 1 6.8750 1027.44 80 6.6250 1027.44 HOUSTON TX 77024 1 06/24/05 00 0424318244 01 08/01/05 0.0000 0424318244 N 07/01/35 0 9997407 E22/G02 F 129,675.00 T 360 129,675.00 1 6.3750 809.00 95 6.1250 809.00 KATY TX 77449 1 06/10/05 04 0424374452 03 08/01/05 30.0000 0424374452 O 07/01/35 0 9997571 E22/G02 F 50,220.00 ZZ 360 50,220.00 1 7.2500 342.59 90 7.0000 342.59 READING PA 19604 1 06/24/05 01 0424485134 07 08/01/05 25.0000 0424485134 N 07/01/35 0 9998011 E82/G02 F 159,300.00 ZZ 360 159,300.00 2 6.3750 993.82 67 6.1250 993.82 EDGEWATER MD 21037 2 06/27/05 00 0401137369 05 08/01/05 0.0000 0401137369 N 07/01/35 0 9999935 E22/G02 F 162,400.00 ZZ 360 162,400.00 1 6.2500 999.92 70 6.0000 999.92 WICHITA KS 67206 2 06/27/05 00 0424303907 03 08/01/05 0.0000 0424303907 N 07/01/35 0 10000009 E22/G02 F 193,600.00 ZZ 360 193,600.00 1 6.3750 1207.81 80 6.1250 1207.81 WEATHERFORD TX 76087 1 06/27/05 00 0424401164 03 08/01/05 0.0000 0424401164 N 07/01/35 0 10000115 E22/G02 F 211,500.00 ZZ 360 211,500.00 3 7.1250 1424.91 90 6.8750 1424.91 GROVES TX 77619 1 06/27/05 04 0424482701 05 08/01/05 25.0000 0424482701 N 07/01/35 0 10000165 E22/G02 F 84,000.00 ZZ 360 84,000.00 2 6.7500 544.82 75 6.5000 544.82 RENSSELAER NY 12144 1 06/27/05 00 0424521342 05 08/01/05 0.0000 0424521342 N 07/01/35 0 10000241 E22/G02 F 179,000.00 ZZ 360 179,000.00 2 6.8750 1175.90 80 6.6250 1175.90 NEW ORLEANS LA 70117 2 06/27/05 00 0423647650 05 08/01/05 0.0000 0423647650 N 07/01/35 0 10000427 E22/G02 F 162,390.00 ZZ 360 162,390.00 1 6.2500 845.78 57 6.0000 845.78 FORT PIERCE FL 34950 1 06/27/05 00 0424599124 05 08/01/05 0.0000 0424599124 N 07/01/35 0 10000491 E22/G02 F 193,600.00 ZZ 360 193,600.00 1 6.6250 1068.83 80 6.3750 1068.83 NICEVILLE FL 32578 1 06/27/05 00 0424659068 05 08/01/05 0.0000 0424659068 N 07/01/35 0 10001921 E22/G02 F 55,300.00 ZZ 360 55,300.00 1 6.7500 311.06 63 6.5000 311.06 LITTLE ROCK AR 72118 2 05/26/05 00 0423948090 05 07/01/05 0.0000 0423948090 N 06/01/35 0 10001973 E22/G02 F 103,920.00 ZZ 360 103,920.00 1 6.5000 656.85 80 6.2500 656.85 GARDENS FL 33169 1 06/28/05 00 0424188803 01 08/01/05 0.0000 0424188803 N 07/01/35 0 10002125 E22/G02 F 109,930.00 ZZ 360 109,930.00 1 6.6250 703.89 80 6.3750 703.89 WICHITA KS 67216 1 06/29/05 00 0424443240 03 08/01/05 0.0000 0424443240 N 07/01/35 0 10002361 E22/G02 F 132,750.00 ZZ 360 132,750.00 1 6.3750 828.19 75 6.1250 828.19 MARIETTA GA 30066 2 06/28/05 00 0424615599 05 08/01/05 0.0000 0424615599 N 07/01/35 0 10003413 E22/G02 F 157,750.00 ZZ 360 157,750.00 2 6.8750 1036.31 90 6.6250 1036.31 INDEPENDENCE MO 64052 2 06/28/05 10 0423474683 05 08/01/05 25.0000 0423474683 N 07/01/35 0 10003449 E22/G02 F 342,000.00 ZZ 360 342,000.00 3 6.8750 2246.70 90 6.6250 2246.70 NEW HAVEN CT 06103 1 06/29/05 10 0424076354 05 08/01/05 25.0000 0424076354 N 07/01/35 0 10003451 E22/G02 F 123,200.00 ZZ 360 123,200.00 1 6.1250 628.83 80 5.8750 628.83 BOISE ID 83709 1 06/22/05 00 0424079713 03 08/01/05 0.0000 0424079713 N 07/01/35 0 10003473 E22/G02 F 171,000.00 ZZ 360 171,000.00 1 6.5000 1080.84 90 6.2500 1080.84 TOANO VA 23168 1 06/29/05 04 0424144582 05 08/01/05 25.0000 0424144582 N 07/01/35 0 10004995 944/G02 F 216,000.00 ZZ 360 216,000.00 1 5.8750 1277.72 37 5.6250 1277.72 SAN LEANDRO CA 94578 1 06/02/05 00 0439498056 05 08/01/05 0.0000 1001827243 N 07/01/35 0 10005009 944/G02 F 356,000.00 T 360 356,000.00 1 5.8750 1742.92 75 5.6250 1742.92 STATESVILLE NC 28625 2 06/16/05 00 0439498130 05 08/01/05 0.0000 1001832895 O 07/01/35 0 10005843 E22/G02 F 150,000.00 ZZ 360 150,000.00 3 6.7500 972.90 67 6.5000 972.90 WOONSOCKET RI 02895 1 06/20/05 00 0423969310 05 08/01/05 0.0000 0423969310 N 07/01/35 0 10005981 E22/G02 F 200,000.00 ZZ 360 200,000.00 2 6.6250 1280.62 80 6.3750 1280.62 MANCHESTER NH 03104 1 06/30/05 00 0424322519 05 08/01/05 0.0000 0424322519 N 07/01/35 0 10006203 E22/G02 F 122,500.00 ZZ 360 122,500.00 1 5.8750 724.63 62 5.6250 724.63 GRESHAM OR 97080 2 06/25/05 00 0424508059 05 08/01/05 0.0000 0424508059 N 07/01/35 0 10006213 E22/G02 F 125,000.00 ZZ 360 125,000.00 1 5.8750 739.42 65 5.6250 739.42 GRESHAM OR 97080 5 06/25/05 00 0424512879 05 08/01/05 0.0000 0424512879 N 07/01/35 0 10006247 E22/G02 F 234,000.00 ZZ 360 234,000.00 1 6.1250 1194.38 67 5.8750 1194.38 EAGLE ID 83616 2 06/22/05 00 0424529345 03 08/01/05 0.0000 0424529345 N 07/01/35 0 10006427 E22/G02 F 264,000.00 ZZ 360 264,000.00 1 6.6250 1690.42 80 6.3750 1690.42 MORENO VALLEY CA 92553 5 06/22/05 00 0424625879 05 08/01/05 0.0000 0424625879 N 07/01/35 0 10006431 E22/G02 F 268,000.00 ZZ 360 268,000.00 1 6.6250 1716.03 80 6.3750 1716.03 MORENO VALLEY CA 92557 5 06/22/05 00 0424626596 05 08/01/05 0.0000 0424626596 N 07/01/35 0 10006433 E22/G02 F 260,000.00 ZZ 360 260,000.00 1 6.6250 1664.81 80 6.3750 1664.81 RIVERSIDE CA 92557 5 06/22/05 00 0424626646 05 08/01/05 0.0000 0424626646 N 07/01/35 0 10006435 E22/G02 F 288,000.00 ZZ 360 288,000.00 1 6.6250 1844.10 80 6.3750 1844.10 MORENO VALLEY CA 92557 5 06/22/05 00 0424626687 05 08/01/05 0.0000 0424626687 N 07/01/35 0 10009007 E22/G02 F 134,000.00 T 360 134,000.00 1 6.0000 803.40 80 5.7500 803.40 ESTES PARK CO 80517 1 07/01/05 00 0424483089 01 08/01/05 0.0000 0424483089 O 07/01/35 0 10009009 E22/G02 F 189,000.00 ZZ 360 189,000.00 4 6.8750 1241.60 90 6.6250 1241.60 KANSAS CITY MO 64118 1 07/01/05 10 0424483956 05 08/01/05 25.0000 0424483956 N 07/01/35 0 10009073 E22/G02 F 169,650.00 ZZ 360 169,650.00 4 6.7500 1100.35 90 6.5000 1100.35 GRAPEVINE TX 76051 1 07/01/05 10 0424540177 05 08/01/05 25.0000 0424540177 N 07/01/35 0 10009153 E22/G02 F 120,800.00 ZZ 360 120,800.00 1 6.6250 773.50 80 6.3750 773.50 ALBUQUERQUE NM 87114 1 06/16/05 00 0424609972 03 08/01/05 0.0000 0424609972 N 07/01/35 0 10009163 E22/G02 F 380,000.00 ZZ 360 380,000.00 1 6.1250 2308.92 71 5.8750 2308.92 SEATTLE WA 98103 5 06/24/05 00 0424630648 05 08/01/05 0.0000 0424630648 N 07/01/35 0 10009195 E22/G02 F 193,520.00 ZZ 360 193,520.00 1 7.1250 1303.78 80 6.8750 1303.78 VANCOUVER WA 98683 1 06/27/05 00 0424650133 03 08/01/05 0.0000 0424650133 N 07/01/35 0 10009241 E22/G02 F 20,000.00 ZZ 360 20,000.00 1 6.2500 123.14 44 6.0000 123.14 COLUMBUS OH 43205 2 07/01/05 00 0424685618 05 08/01/05 0.0000 0424685618 N 07/01/35 0 10009335 E22/G02 F 153,000.00 ZZ 360 153,000.00 4 6.5000 967.06 90 6.2500 967.06 EDINBURG TX 78541 1 06/24/05 04 0424116572 05 08/01/05 25.0000 0424116572 N 07/01/35 0 10019143 253/253 F 165,300.00 ZZ 360 165,300.00 1 6.6250 1058.44 80 6.3750 1058.44 KELLER TX 76248 1 06/30/05 00 393335 05 08/01/05 0.0000 393335 N 07/01/35 0 Total Number of Loans 361 Total Original Balance 57,936,374.00 Total Principal Balance 57,893,836.88 Total Original P+I 357,310.08 Total Current P+I 357,300.85 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 # 9669386 286/286 F 166,500.00 ZZ 360 165,889.74 1 7.6250 1178.48 90 6.9430 1178.48 CLAWSON MI 48017 2 01/10/05 41 0003788056 05 03/01/05 25.0000 0003788056 O 02/01/35 0 9669450 286/286 F 119,200.00 ZZ 360 118,784.38 1 7.8750 864.29 95 6.9640 864.29 BLOOMINGTON IL 61704 1 01/31/05 41 0003837116 01 03/01/05 30.0000 0003837116 O 02/01/35 0 9734598 286/286 F 166,500.00 ZZ 360 166,109.03 1 7.3750 1149.98 90 6.5850 1149.98 VINTON VA 24179 1 03/14/05 45 0003901190 05 05/01/05 25.0000 0003901190 O 04/01/35 0 9734648 286/286 F 116,000.00 ZZ 360 115,726.87 1 7.2500 791.33 80 7.0000 791.33 CENTERVILLE OH 45459 1 03/14/05 00 0003910919 01 05/01/05 0.0000 0003910919 O 04/01/35 0 9734660 286/286 F 142,373.00 ZZ 360 142,069.58 1 7.7500 1019.98 95 6.9600 1019.98 LEHI UT 84043 1 03/09/05 45 0003913921 01 05/01/05 25.0000 0003913921 O 04/01/35 0 9734694 286/286 F 124,450.00 ZZ 360 124,178.06 1 7.6250 880.85 95 6.8350 880.85 ALBUQUERQUE NM 87112 1 03/11/05 45 0003920019 05 05/01/05 25.0000 0003920019 O 04/01/35 0 9734754 286/286 F 161,500.00 ZZ 360 161,147.10 1 7.6250 1143.09 95 6.8350 1143.09 NORFOLK VA 23513 1 03/11/05 45 0003928901 05 05/01/05 25.0000 0003928901 O 04/01/35 0 9734770 286/286 F 156,000.00 ZZ 360 155,667.53 1 7.7500 1117.61 95 6.9600 1117.61 PITTSVILLE MD 21850 1 03/31/05 45 0003931126 05 05/01/05 25.0000 0003931126 O 04/01/35 0 9734834 286/286 F 130,150.00 ZZ 360 129,879.52 1 7.8750 943.68 95 7.0850 943.68 RICHMOND VA 23234 1 03/30/05 45 0003939492 05 05/01/05 25.0000 0003939492 O 04/01/35 0 9734962 286/286 F 151,050.00 ZZ 360 150,711.57 1 7.5000 1056.17 95 6.7100 1056.17 LEE'S SUMMIT MO 64086 1 03/29/05 45 0003962765 05 05/01/05 25.0000 0003962765 O 04/01/35 0 9741404 A21/A21 F 420,000.00 ZZ 360 418,961.15 1 7.0000 2794.27 80 6.7500 2794.27 EDISON NJ 08837 5 03/30/05 00 0100136597 05 05/01/05 0.0000 0100136597 O 04/01/35 0 9751464 Y21/G02 F 198,000.00 ZZ 360 197,460.09 1 6.5000 1251.50 90 6.2500 1251.50 NORTH EAST MD 21901 5 03/31/05 10 0439250747 05 05/01/05 25.0000 205201164 O 04/01/35 0 9783840 286/286 F 200,000.00 ZZ 360 199,441.33 1 6.3750 1247.74 80 6.1250 1247.74 OLD BRIDGE NJ 08857 5 03/30/05 00 0003759170 05 05/01/05 0.0000 0003759170 O 04/01/35 0 9783868 286/286 F 232,000.00 ZZ 360 231,382.51 1 6.6250 1485.53 80 6.3750 1485.53 DUMFRIES VA 22026 5 03/29/05 00 0003859606 09 05/01/05 0.0000 0003859606 O 04/01/35 0 9783876 286/286 F 229,500.00 ZZ 360 229,140.84 1 7.2500 1565.60 80 7.0000 1565.60 WESTERVILLE OH 43082 1 04/07/05 00 0003866907 01 06/01/05 0.0000 0003866907 O 05/01/35 0 9783930 286/286 F 183,100.00 ZZ 360 182,827.37 1 7.5000 1280.27 80 7.2500 1280.27 COLUMBIA MO 65203 1 04/12/05 00 0003935855 05 06/01/05 0.0000 0003935855 O 05/01/35 0 9784014 286/286 F 104,400.00 ZZ 360 104,240.62 1 7.3750 721.07 95 7.1250 721.07 ROCKDALE IL 60436 1 04/14/05 11 0003959159 05 06/01/05 30.0000 0003959159 O 05/01/35 0 9784096 286/286 F 113,600.00 ZZ 360 113,413.21 1 7.0000 755.79 80 6.7500 755.79 ADELPHI MD 20783 5 03/31/05 00 0003972319 01 06/01/05 0.0000 0003972319 O 05/01/35 0 9784136 286/286 F 39,900.00 ZZ 360 39,843.50 1 7.7500 285.85 70 7.5000 285.85 WABASH IN 46992 1 04/19/05 00 0003980770 05 06/01/05 0.0000 0003980770 O 05/01/35 0 9784138 286/286 F 135,900.00 ZZ 360 135,501.69 1 6.1250 825.75 48 5.8750 825.75 MORENO VALLEY CA 92555 5 03/30/05 00 0003981449 05 05/01/05 0.0000 0003981449 O 04/01/35 0 9789126 286/286 F 97,900.00 TX 360 97,703.51 1 6.2500 602.79 72 6.0000 602.79 DALLAS TX 75234 5 04/28/05 00 0003886756 05 06/01/05 0.0000 0003886756 O 05/01/35 0 9789132 286/286 F 135,000.00 TX 360 134,736.89 1 6.1250 820.28 73 5.8750 820.28 RICHARDSON TX 75081 5 04/18/05 00 0003948829 05 06/01/05 0.0000 0003948829 O 05/01/35 0 9789134 286/286 F 124,500.00 TX 360 124,268.76 1 6.3750 776.72 72 6.1250 776.72 HOUSTON TX 77090 5 04/19/05 00 0003961728 05 06/01/05 0.0000 0003961728 O 05/01/35 0 9789136 286/286 F 560,000.00 TX 360 558,984.74 1 6.5000 3539.59 80 6.2500 3539.59 DALLAS TX 75254 5 04/05/05 00 0003985268 05 06/01/05 0.0000 0003985268 O 05/01/35 0 9789140 286/286 F 240,000.00 TX 360 239,575.33 1 6.6250 1536.75 75 6.3750 1536.75 DENTON TX 76210 5 04/07/05 00 0004003205 05 06/01/05 0.0000 0004003205 O 05/01/35 0 9789156 286/286 F 412,500.00 TX 360 412,117.94 1 6.3750 2573.47 75 6.1250 2573.47 ALVIN TX 77511 5 05/09/05 00 0004065739 05 07/01/05 0.0000 0004065739 O 06/01/35 0 9789290 286/286 F 160,000.00 ZZ 360 159,851.80 1 6.3750 998.20 80 6.1250 998.20 BALTIMORE MD 21207 1 05/20/05 00 0003379590 05 07/01/05 0.0000 0003379590 O 06/01/35 0 9789312 286/286 F 121,852.00 ZZ 360 121,744.48 1 6.6250 780.24 80 6.3750 780.24 GENOA CITY WI 53128 1 05/20/05 00 0003886275 01 07/01/05 0.0000 0003886275 O 06/01/35 0 9789316 286/286 F 306,000.00 ZZ 360 305,742.92 2 6.8750 2010.21 85 6.6250 2010.21 PLAINFIELD NJ 07062 2 05/05/05 11 0003894834 05 07/01/05 12.0000 0003894834 O 06/01/35 0 9789326 286/286 F 86,320.00 ZZ 360 86,238.55 1 6.7500 559.87 80 6.5000 559.87 DUNDALK MD 21222 1 05/09/05 00 0003936163 07 07/01/05 0.0000 0003936163 O 06/01/35 0 9789328 286/286 F 476,006.00 ZZ 360 475,670.04 1 7.7500 3410.17 76 7.5000 3410.17 MUNSTER IN 46321 1 05/20/05 00 0003939050 05 07/01/05 0.0000 0003939050 O 06/01/35 0 9789356 286/286 F 124,950.00 ZZ 360 124,857.27 1 7.5000 873.67 80 7.2500 873.67 LEXINGTON KY 40502 1 05/18/05 00 0003984163 05 07/01/05 0.0000 0003984163 O 06/01/35 0 9789370 286/286 F 174,400.00 ZZ 360 174,249.84 1 6.7500 1131.16 80 6.5000 1131.16 GREENWALD MN 56335 2 05/05/05 00 0003990721 05 07/01/05 0.0000 0003990721 O 06/01/35 0 9789374 286/286 F 63,920.00 ZZ 360 63,866.30 1 6.8750 419.91 80 6.6250 419.91 PIQUA OH 45356 1 05/09/05 00 0003993752 05 07/01/05 0.0000 0003993752 O 06/01/35 0 9789408 286/286 F 34,000.00 ZZ 360 33,971.43 1 6.8750 223.36 78 6.6250 223.36 BUTLER PA 16001 1 05/20/05 00 0004014435 05 07/01/05 0.0000 0004014435 O 06/01/35 0 9789414 286/286 F 133,520.00 ZZ 360 133,405.04 1 6.7500 866.01 80 6.5000 866.01 WASHINGTON DC 20019 1 05/11/05 00 0004015528 01 07/01/05 0.0000 0004015528 O 06/01/35 0 9789416 286/286 F 230,000.00 ZZ 360 229,801.97 1 6.7500 1491.78 89 6.5000 1491.78 CHICAGO IL 60629 2 05/10/05 11 0004015740 05 07/01/05 25.0000 0004015740 O 06/01/35 0 9789434 286/286 F 128,250.00 ZZ 360 128,134.06 2 6.5000 810.63 95 6.2500 810.63 CHICAGO IL 60628 5 05/10/05 11 0004026321 05 07/01/05 30.0000 0004026321 O 06/01/35 0 9789444 286/286 F 79,900.00 ZZ 360 79,831.21 1 6.7500 518.23 80 6.5000 518.23 NORMAL IL 61761 1 05/13/05 00 0004027806 01 07/01/05 0.0000 0004027806 O 06/01/35 0 9789450 286/286 F 28,800.00 ZZ 360 28,773.96 1 6.5000 182.04 80 6.2500 182.04 DALLAS TX 75219 1 05/13/05 00 0004029961 01 07/01/05 0.0000 0004029961 O 06/01/35 0 9789452 286/286 F 159,532.00 ZZ 360 159,335.41 1 6.8750 1048.02 80 6.6250 1048.02 GREENSBORO NC 27410 1 05/13/05 00 0004030682 09 07/01/05 0.0000 0004030682 O 06/01/35 0 9789456 286/286 F 260,000.00 ZZ 360 259,764.95 1 6.5000 1643.38 80 6.2500 1643.38 EAST WALPOLE MA 02032 1 05/09/05 00 0004032642 05 07/01/05 0.0000 0004032642 O 06/01/35 0 9789462 286/286 F 73,600.00 ZZ 360 73,530.16 1 6.2500 453.17 80 6.0000 453.17 TROTWOOD OH 45426 1 05/20/05 00 0004033047 05 07/01/05 0.0000 0004033047 O 06/01/35 0 9789474 286/286 F 108,200.00 ZZ 360 108,097.33 1 6.2500 666.21 64 6.0000 666.21 ASTON PA 19014 1 05/20/05 00 0004039010 01 07/01/05 0.0000 0004039010 O 06/01/35 0 9789486 286/286 F 200,000.00 ZZ 312 199,743.24 1 6.2500 1298.43 59 6.0000 1298.43 UPPER MARLBOROMD 20772 5 05/13/05 00 0004045651 05 07/01/05 0.0000 0004045651 O 06/01/31 0 9789502 286/286 F 240,000.00 ZZ 360 239,808.07 1 7.1250 1616.93 80 6.8750 1616.93 CHESAPEAKE VA 23322 1 05/11/05 00 0004048793 05 07/01/05 0.0000 0004048793 O 06/01/35 0 9789504 286/286 F 30,000.00 ZZ 360 29,972.21 1 6.3750 187.17 29 6.1250 187.17 GLADYS VA 24554 1 05/17/05 00 0004049154 05 07/01/05 0.0000 0004049154 O 06/01/35 0 9789524 286/286 F 240,000.00 ZZ 360 239,783.03 1 6.5000 1516.97 72 6.2500 1516.97 ALBUQUERQUE NM 87114 5 05/09/05 00 0004055592 05 07/01/05 0.0000 0004055592 O 06/01/35 0 9789532 286/286 F 260,000.00 ZZ 360 259,753.30 1 6.2500 1600.87 73 6.0000 1600.87 LAMBERTVILLE MI 48182 1 05/18/05 00 0004057357 05 07/01/05 0.0000 0004057357 O 06/01/35 0 9789536 286/286 F 336,000.00 ZZ 360 335,681.18 1 6.2500 2068.82 80 6.0000 2068.82 VIRGINIA BEACHVA 23451 5 05/13/05 00 0004058528 05 07/01/05 0.0000 0004058528 O 06/01/35 0 9789544 286/286 F 207,600.00 ZZ 360 207,403.02 1 6.2500 1278.23 80 6.0000 1278.23 WASHINGTON DC 20003 1 05/17/05 00 0004061824 01 07/01/05 0.0000 0004061824 O 06/01/35 0 9789558 286/286 F 50,000.00 ZZ 360 49,963.81 1 7.6250 353.90 19 7.3750 353.90 WEST HARTFORD CT 06117 1 05/13/05 00 0004067038 01 07/01/05 0.0000 0004067038 O 06/01/35 0 9789564 286/286 F 55,920.00 ZZ 360 55,877.44 1 7.3750 386.23 80 7.1250 386.23 INDPLS IN 46260 1 05/17/05 00 0004071385 01 07/01/05 0.0000 0004071385 O 06/01/35 0 9789576 286/286 F 320,250.00 ZZ 360 319,938.73 1 6.1250 1945.88 79 5.8750 1945.88 EWA BEACH HI 96706 5 05/13/05 00 0004075432 05 07/01/05 0.0000 0004075432 O 06/01/35 0 9789580 286/286 F 191,000.00 ZZ 360 190,835.55 1 6.7500 1238.83 80 6.5000 1238.83 SCHAUMBURG IL 60173 1 05/17/05 00 0004077101 07 07/01/05 0.0000 0004077101 O 06/01/35 0 9789586 286/286 F 76,800.00 ZZ 360 76,732.24 1 6.6250 491.76 80 6.3750 491.76 MARIETTA GA 30064 1 05/17/05 00 0004083548 05 07/01/05 0.0000 0004083548 O 06/01/35 0 9815264 F28/G02 F 700,000.00 ZZ 360 699,367.19 1 6.5000 4424.48 80 6.2500 4424.48 WHITE PLAINS NY 10603 1 05/11/05 00 0439433079 03 07/01/05 0.0000 3387989 O 06/01/35 0 9815276 F28/G02 F 377,150.00 ZZ 360 376,449.50 1 6.3750 2352.93 95 6.1250 2352.93 CHICAGO IL 60618 1 04/28/05 10 0439441254 01 06/01/05 30.0000 3426860 O 05/01/35 0 9816058 956/956 F 203,000.00 ZZ 360 202,345.89 1 5.6250 1168.58 72 5.3750 1168.58 FRESNO CA 93711 1 03/22/05 00 815030020 05 05/01/05 0.0000 815030020 O 04/01/35 0 9816062 956/956 F 131,500.00 ZZ 360 131,123.73 1 6.2500 809.67 51 6.0000 809.67 ROSAMOND CA 93560 2 03/28/05 00 2915030062 05 05/01/05 0.0000 2915030062 O 04/01/35 0 9816068 956/956 F 321,000.00 ZZ 360 319,989.75 1 5.7500 1873.27 80 5.5000 1873.27 NEW MARKET MD 21774 2 03/09/05 00 4415020157 05 05/01/05 0.0000 4415020157 O 04/01/35 0 9816070 956/956 F 139,300.00 ZZ 360 138,901.42 1 6.2500 857.69 70 6.0000 857.69 INGLESIDE IL 60041 5 03/21/05 00 4715030013 05 05/01/05 0.0000 4715030013 O 04/01/35 0 9818300 956/956 F 176,400.00 ZZ 360 176,219.58 1 5.8750 1043.47 60 5.6250 1043.47 REDDING CA 96002 2 05/02/05 00 315040039 05 07/01/05 0.0000 315040039 O 06/01/35 0 9818304 956/956 F 130,000.00 ZZ 360 129,867.46 1 5.8750 769.00 25 5.6250 769.00 LOS BANOS CA 93635 1 05/11/05 00 815040035 05 07/01/05 0.0000 815040035 O 06/01/35 0 9818312 956/956 F 129,900.00 ZZ 360 129,767.56 1 5.8750 768.41 51 5.6250 768.41 TALLAHASSEE FL 32301 1 05/19/05 00 1215050009 05 07/01/05 0.0000 1215050009 O 06/01/35 0 9818332 956/956 F 127,900.00 ZZ 360 127,632.28 1 5.7500 746.39 29 5.5000 746.39 KILLINGWORTH CT 06419 2 04/05/05 00 3415030085 05 06/01/05 0.0000 3415030085 O 05/01/35 0 9818340 956/956 F 72,000.00 ZZ 360 71,926.59 1 5.8750 425.91 80 5.6250 425.91 WARREN OH 44483 1 05/26/05 00 3815050067 05 07/01/05 0.0000 3815050067 O 06/01/35 0 9824514 696/G02 F 312,400.00 ZZ 360 312,400.00 1 6.2500 1627.08 80 6.0000 1627.08 WASHINGTON DC 20008 1 06/09/05 00 0439387374 06 08/01/05 0.0000 31205117 O 07/01/35 0 9826194 696/G02 F 568,000.00 ZZ 360 568,000.00 1 6.3750 3017.50 80 6.1250 3017.50 ARLINGTON VA 22205 5 05/26/05 00 0439394339 05 07/01/05 0.0000 26505105 O 06/01/35 0 9826206 696/G02 F 598,650.00 ZZ 360 598,650.00 1 6.5000 3242.69 80 6.2500 3242.69 UPPER MARLBOROMD 20774 1 06/03/05 00 0439412321 03 08/01/05 0.0000 33805072 O 07/01/35 0 9829458 696/G02 F 208,000.00 ZZ 360 208,000.00 1 6.1250 1061.67 80 5.8750 1061.67 WASHINGTON DC 20036 1 05/27/05 00 0439428442 06 07/01/05 0.0000 32605115 O 06/01/35 0 9832446 696/G02 F 428,000.00 ZZ 360 428,000.00 1 5.8750 2095.42 58 5.6250 2095.42 ALEXANDRIA VA 22308 1 06/15/05 00 0439478751 05 08/01/05 0.0000 24605124 O 07/01/35 0 9843988 696/G02 F 321,600.00 ZZ 360 321,600.00 1 5.8750 1902.39 80 5.6250 1902.39 HERNDON VA 20171 1 06/22/05 00 0439498007 01 08/01/05 0.0000 80105036 O 07/01/35 0 9857642 696/G02 F 487,200.00 ZZ 360 487,200.00 1 6.3750 2588.25 80 6.1250 2588.25 ARLINGTON VA 22204 1 06/27/05 00 0439506908 05 08/01/05 0.0000 26505119 O 07/01/35 0 9860804 696/G02 F 481,600.00 ZZ 360 481,600.00 1 6.2500 2508.33 80 6.0000 2508.33 FAIRFAX VA 22031 1 06/27/05 00 0439517251 09 08/01/05 0.0000 26505122 O 07/01/35 0 9860816 696/G02 F 232,000.00 ZZ 360 232,000.00 1 6.2500 1208.33 80 6.0000 1208.33 MCLEAN VA 22102 1 06/27/05 00 0439517277 01 08/01/05 0.0000 24005151 O 07/01/35 0 9891037 F36/G02 F 140,000.00 ZZ 360 139,589.71 1 6.1250 850.65 59 5.8750 850.65 GIG HARBOR WA 98332 5 03/25/05 00 0439318809 05 05/01/05 0.0000 06508005 O 04/01/35 0 9898439 L14/G02 F 359,650.00 ZZ 360 358,099.39 1 5.8750 1760.79 69 5.6250 1757.00 FEDERAL WAY WA 98023 1 03/01/05 00 0439197450 05 05/01/05 0.0000 220627079 O 04/01/35 0 9899123 N67/G02 F 256,000.00 ZZ 360 256,000.00 1 5.8750 1253.33 80 5.6250 1253.33 LITTLETON CO 80130 5 03/25/05 00 0439202607 03 05/01/05 0.0000 1162004956 O 04/01/35 0 9899655 L14/G02 F 157,000.00 ZZ 360 156,900.00 1 6.2500 817.71 63 6.0000 817.71 HIALEAH FL 33012 2 03/25/05 00 0439195637 05 05/01/05 0.0000 209605897 O 04/01/35 0 9899771 L14/G02 F 284,000.00 ZZ 360 284,000.00 1 6.2500 1479.17 80 6.0000 1479.17 ARLINGTON WA 98223 1 03/28/05 00 0439204645 05 05/01/05 0.0000 220230135 O 04/01/35 0 9899783 L14/G02 F 138,750.00 ZZ 360 138,342.20 1 6.3750 865.62 75 6.1250 865.62 TULARE CA 93274 5 03/15/05 00 0439194648 05 05/01/05 0.0000 200516551 O 04/01/35 0 9901761 E22/G02 F 372,000.00 TX 360 371,403.27 1 7.1250 2506.23 80 6.8750 2506.23 RICHARDSON TX 75082 5 04/15/05 00 0423823327 03 06/01/05 0.0000 0423823327 O 05/01/35 0 9902447 L14/G02 F 116,500.00 ZZ 360 116,500.00 1 6.3750 618.91 63 6.1250 618.91 VENICE FL 34292 5 03/25/05 00 0439203795 05 05/01/05 0.0000 282900186 O 04/01/35 0 9902509 L14/G02 F 190,300.00 ZZ 240 189,174.07 1 6.7500 1446.98 80 6.5000 1446.98 PORT ST LUCIE FL 34953 1 03/30/05 00 0439199308 05 05/01/05 0.0000 202318275 O 04/01/25 0 9902691 T08/G02 F 131,920.00 ZZ 360 131,920.00 1 6.6250 728.31 80 6.3750 728.31 BRANDON FL 33511 1 04/08/05 00 0439205535 05 06/01/05 0.0000 11290113 O 05/01/35 0 9916301 E22/U57 F 154,400.00 ZZ 360 154,400.00 1 6.8750 884.58 80 6.6250 884.58 HAMILTON OH 45011 1 05/03/05 00 0423981810 05 06/01/05 0.0000 0423981810 O 05/01/35 0 9916379 E22/U57 F 60,000.00 TX 240 59,765.45 1 6.8750 460.69 80 6.6250 460.69 WICHITA FALLS TX 76308 5 04/28/05 00 0424036093 05 06/01/05 0.0000 0424036093 O 05/01/25 0 9916767 A11/G02 F 223,000.00 ZZ 360 222,999.98 1 6.0000 1115.01 68 5.7500 1115.00 LITCHFIELD TWPOH 44253 5 03/16/05 00 0439223819 05 05/01/05 0.0000 4674702386 O 04/01/35 0 9916781 A11/G02 F 192,000.00 ZZ 360 192,000.00 1 6.3750 1020.00 80 6.1250 1020.00 LINCOLN CITY OR 97367 5 04/16/05 00 0439225616 05 06/01/05 0.0000 4674818786 O 05/01/35 0 9916787 A11/G02 F 152,425.00 ZZ 360 152,401.66 1 6.7500 857.40 80 6.5000 857.39 EUFAULA AL 36027 1 04/14/05 00 0439226440 05 06/01/05 0.0000 4674822585 O 05/01/35 0 9916871 A11/G02 F 117,975.00 ZZ 360 117,975.00 1 6.6250 651.33 71 6.3750 651.32 PHILADELPHIA PA 19154 5 04/16/05 00 0439226473 07 06/01/05 0.0000 4674768995 O 05/01/35 0 9919707 313/G02 F 350,000.00 ZZ 360 349,024.85 1 6.6250 2241.09 80 6.3750 2241.09 PARK RIDGE IL 60068 5 04/04/05 00 0439269879 05 06/01/05 0.0000 10595148 O 05/01/35 0 9920723 E22/U57 F 46,000.00 ZZ 360 45,908.19 1 6.0000 275.79 64 5.7500 275.79 WATERBURY CT 06708 5 05/02/05 00 0423981943 01 06/01/05 0.0000 0423981943 O 05/01/35 0 9920763 E22/G02 F 105,000.00 ZZ 360 104,800.23 1 6.2500 646.50 62 6.0000 646.50 OROVILLE CA 95965 5 04/29/05 00 0424001295 05 06/01/05 0.0000 0424001295 O 05/01/35 0 9920775 E22/U57 F 168,000.00 ZZ 360 167,796.80 1 6.5000 910.00 87 6.2500 910.00 CANTON MI 48187 5 05/02/05 04 0424017077 05 07/01/05 25.0000 0424017077 O 06/01/35 0 9922661 U05/G02 F 153,750.00 ZZ 360 153,471.27 1 6.5000 971.80 75 6.2500 971.80 GENEVA IL 60134 5 04/22/05 00 0439258658 05 06/01/05 0.0000 3000741952 O 05/01/35 0 9922757 U05/G02 F 105,500.00 ZZ 360 105,313.32 1 6.6250 675.53 73 6.3750 675.53 FRESNO CA 93702 5 04/05/05 00 0439260407 05 06/01/05 0.0000 3000739044 O 05/01/35 0 9922811 U05/G02 F 147,000.00 ZZ 360 146,713.51 1 6.1250 893.19 70 5.8750 893.19 FRESNO CA 93705 5 04/21/05 00 0439231382 05 06/01/05 0.0000 3000741715 O 05/01/35 0 9922817 U05/G02 F 138,750.00 ZZ 360 138,486.01 1 6.2500 854.31 75 6.0000 854.31 TAMPA FL 33611 5 04/06/05 00 0439230525 05 06/01/05 0.0000 3000731641 O 05/01/35 0 9923189 E22/U57 F 189,600.00 ZZ 360 189,452.09 2 7.2500 1293.41 80 7.0000 1293.41 ELLINGTON CT 06029 1 05/09/05 00 0424037786 05 07/01/05 0.0000 0424037786 O 06/01/35 0 9923225 E22/G02 F 136,000.00 ZZ 360 135,870.95 1 6.2500 837.38 59 6.0000 837.38 NORWALK OH 44857 5 05/04/05 00 0424068245 05 07/01/05 0.0000 0424068245 O 06/01/35 0 9923367 E22/U57 F 112,000.00 ZZ 360 111,896.27 1 6.3750 698.73 66 6.1250 698.73 CLEARWATER FL 33763 5 05/04/05 00 0423717321 05 07/01/05 0.0000 0423717321 O 06/01/35 0 9923637 T08/G02 F 276,000.00 ZZ 360 276,000.00 1 6.2500 1437.50 80 6.0000 1437.50 ST CLOUD FL 34772 1 04/22/05 00 0439310350 05 06/01/05 0.0000 110111786 O 05/01/35 0 9923703 T08/G02 F 508,000.00 ZZ 360 508,000.00 1 6.5000 2751.67 80 6.2500 2751.67 BOYDS MD 20841 5 04/11/05 00 0439277070 03 06/01/05 0.0000 31202820 O 05/01/35 0 9924343 T08/G02 F 312,000.00 ZZ 360 312,000.00 1 6.5000 1690.00 80 6.2500 1690.00 SAINT PETERSBUFL 33716 1 04/15/05 00 0439257478 03 06/01/05 0.0000 11094487 O 05/01/35 0 9924617 E22/U57 F 180,000.00 ZZ 360 179,825.05 1 6.1250 1093.70 80 5.8750 1093.70 MOSCOW PA 18444 5 05/05/05 00 0424047561 05 07/01/05 0.0000 0424047561 O 06/01/35 0 9924741 E22/U57 F 107,250.00 ZZ 360 107,155.38 1 6.6250 686.73 75 6.3750 686.73 LUCASVILLE OH 45648 5 05/05/05 00 0424163871 05 07/01/05 0.0000 0424163871 O 06/01/35 0 9925035 Y69/G02 F 140,000.00 ZZ 360 139,800.00 1 6.1250 714.58 80 5.8750 714.58 GLENDALE AZ 85308 5 04/25/05 00 0439275553 05 06/01/05 0.0000 1010032049 O 05/01/35 0 9925271 624/G02 F 161,000.00 ZZ 360 160,369.27 1 6.1250 978.25 70 5.8750 978.25 HELEDALE CA 92342 5 02/16/05 00 0439274143 03 04/01/05 0.0000 1000074472 O 03/01/35 0 9925823 Z51/Z57 F 123,500.00 ZZ 360 123,147.93 1 7.7500 884.77 95 6.9580 884.77 LIMA OH 45805 1 02/16/05 26 3870611 05 04/01/05 30.0000 333414095 O 03/01/35 0 9925825 Z51/Z57 F 146,200.00 ZZ 360 145,761.87 1 7.5000 1022.26 95 6.5190 1022.26 MAHOMET IL 61853 1 02/17/05 26 3872402 05 04/01/05 30.0000 333414099 O 03/01/35 0 9925863 Z51/Z57 F 145,350.00 ZZ 360 144,945.92 1 7.8750 1053.89 95 7.1560 1053.89 CARPENTERSVILLIL 60110 1 02/15/05 26 3894326 05 04/01/05 30.0000 333414164 O 03/01/35 0 9926431 E22/G02 F 132,000.00 TX 360 131,880.67 1 6.5000 834.33 80 6.2500 834.33 ROWLETT TX 75089 5 05/06/05 00 0423973171 05 07/01/05 0.0000 0423973171 O 06/01/35 0 9926663 E22/U57 F 286,900.00 ZZ 360 286,900.00 1 6.5000 1554.04 80 6.2500 1554.04 ALBANY OR 97321 1 05/06/05 00 0423114222 05 07/01/05 0.0000 0423114222 O 06/01/35 0 9928815 E22/U57 F 194,800.00 ZZ 360 194,800.00 1 6.7500 1095.75 80 6.5000 1095.75 MERRIMACK NH 03054 1 05/12/05 00 0424115855 05 07/01/05 0.0000 0424115855 O 06/01/35 0 9929041 U05/G02 F 128,000.00 TX 360 127,773.51 1 6.6250 819.60 80 6.3750 819.60 AUSTIN TX 78741 5 04/29/05 00 0439293341 05 06/01/05 0.0000 3000742436 O 05/01/35 0 9932761 E22/U57 F 148,000.00 ZZ 360 148,000.00 1 6.8750 847.92 80 6.6250 847.92 PUEBLO WEST CO 81007 1 05/12/05 00 0424223972 03 07/01/05 0.0000 0424223972 O 06/01/35 0 9933385 L14/G02 F 102,000.00 ZZ 360 102,000.00 1 6.2500 531.25 60 6.0000 531.25 SALT LAKE CITYUT 84117 1 04/25/05 00 0439337825 01 06/01/05 0.0000 210352444 O 05/01/35 0 9933463 L14/G02 F 233,000.00 ZZ 360 232,577.58 1 6.5000 1472.72 88 6.2500 1472.72 HAMILTON NJ 08610 1 04/28/05 12 0439347451 05 06/01/05 25.0000 214822063 O 05/01/35 0 9933471 L14/G02 F 149,600.00 ZZ 360 149,600.00 1 6.3750 794.75 80 6.1250 794.75 SICKLERVILLE NJ 08081 5 04/11/05 00 0439340530 05 06/01/05 0.0000 214824011 O 05/01/35 0 9933501 L14/G02 F 236,250.00 ZZ 360 234,895.89 1 6.1250 1435.49 75 5.8750 1435.49 STEAMBOAT SPRICO 80487 5 02/04/05 00 0439341371 09 03/01/05 0.0000 232808662 O 02/01/35 0 9933525 L14/G02 F 123,000.00 ZZ 360 122,754.49 1 6.0000 737.45 33 5.7500 737.45 HARRISONBURG VA 22801 5 04/18/05 00 0439338161 03 06/01/05 0.0000 236904301 O 05/01/35 0 9933603 L14/G02 F 183,798.00 ZZ 360 183,798.00 1 6.0000 918.99 80 5.7500 918.99 YUMA AZ 85365 1 04/11/05 00 0439339714 05 06/01/05 0.0000 225502115 O 05/01/35 0 9933605 L14/G02 F 104,000.00 ZZ 360 103,806.85 1 6.3750 648.82 80 6.1250 648.82 YUMA AZ 85364 5 04/25/05 00 0439338708 05 06/01/05 0.0000 225510184 O 05/01/35 0 9933681 L14/G02 F 204,000.00 ZZ 360 204,000.00 1 6.2500 1062.50 77 6.0000 1062.50 PHOENIX AZ 85032 5 04/01/05 00 0439348483 05 06/01/05 0.0000 202127566 O 05/01/35 0 9933731 L14/G02 F 205,600.00 ZZ 360 205,598.33 1 6.3750 1092.25 80 6.1250 1092.25 RENTON WA 98058 5 04/05/05 00 0439347709 05 06/01/05 0.0000 220627603 O 05/01/35 0 9939117 E22/U57 F 113,600.00 ZZ 360 113,600.00 1 6.8750 650.83 80 6.6250 650.83 COLORADO SPRINCO 80911 1 05/17/05 00 0423801091 05 07/01/05 0.0000 0423801091 O 06/01/35 0 9939197 E22/G02 F 129,600.00 TX 360 129,485.66 1 6.6250 829.84 80 6.3750 829.84 WHITESBORO TX 76273 5 05/12/05 00 0424025203 05 07/01/05 0.0000 0424025203 O 06/01/35 0 9941265 944/G02 F 200,000.00 ZZ 360 200,000.00 1 5.8750 979.17 80 5.6250 979.17 GRESHAM OR 97080 1 04/22/05 00 0439332008 05 06/01/05 0.0000 1001823376 O 05/01/35 0 9942491 E22/U57 F 135,200.00 ZZ 360 135,000.00 1 6.8750 774.58 80 6.6250 774.58 ROSHARON TX 77583 1 05/19/05 00 0424261667 03 07/01/05 0.0000 0424261667 O 06/01/35 0 9943589 E22/G02 F 104,000.00 ZZ 360 103,905.98 1 6.5000 657.35 80 6.2500 657.35 GARDENDALE AL 35071 5 05/16/05 00 0424194405 05 07/01/05 0.0000 0424194405 O 06/01/35 0 9945025 E22/G02 F 130,000.00 ZZ 360 129,870.58 1 6.0000 779.42 57 5.7500 779.42 REDDING CA 96002 5 05/18/05 00 0424314672 05 07/01/05 0.0000 0424314672 O 06/01/35 0 9946449 025/025 F 114,400.00 ZZ 360 114,072.66 1 6.2500 704.38 80 6.0000 704.38 GAINESVILLE GA 30507 5 03/16/05 00 0031451586 05 05/01/05 0.0000 0031451586 O 04/01/35 0 9946475 025/025 F 207,100.00 ZZ 360 207,100.00 1 6.2500 1078.65 95 6.0000 1078.65 CUMMING GA 30041 1 03/22/05 14 0143386373 03 05/01/05 30.0000 0143386373 O 04/01/35 0 9946689 025/025 F 40,004.00 ZZ 360 39,909.80 1 7.2500 272.90 95 7.0000 272.90 LAGRANGE GA 30240 1 03/22/05 11 0033513045 05 05/01/05 30.0000 0033513045 O 04/01/35 0 9946717 025/025 F 151,200.00 ZZ 360 151,200.00 1 6.5000 819.00 80 6.2500 819.00 GERMANTOWN TN 38139 1 03/22/05 00 0033858796 05 05/01/05 0.0000 0033858796 O 04/01/35 0 9946745 025/025 F 42,000.00 ZZ 360 41,890.91 1 6.7500 272.41 55 6.5000 272.41 SPRINGFIELD MO 65803 5 03/14/05 00 0201362670 05 05/01/05 0.0000 0201362670 O 04/01/35 0 9946751 025/025 F 192,000.00 ZZ 360 191,476.44 1 6.5000 1213.57 74 6.2500 1213.57 ORLANDO FL 32818 5 03/03/05 00 0201369394 03 05/01/05 0.0000 0201369394 O 04/01/35 0 9946791 025/025 F 108,000.00 ZZ 360 107,726.25 1 6.8750 709.48 88 6.6250 709.48 JESUP GA 31545 5 03/04/05 04 0201388378 05 05/01/05 25.0000 0201388378 O 04/01/35 0 9946817 025/025 F 110,000.00 ZZ 360 109,661.90 1 5.8750 650.69 70 5.6250 650.69 SUSANVILLE CA 96130 5 03/11/05 00 0201402757 05 05/01/05 0.0000 0201402757 O 04/01/35 0 9946849 025/025 F 210,000.00 ZZ 360 209,369.67 1 6.0000 1259.06 53 5.7500 1259.06 SAN DIEGO CA 92102 5 03/03/05 00 0201417359 05 05/01/05 0.0000 0201417359 O 04/01/35 0 9946885 025/025 F 172,400.00 ZZ 360 171,756.20 1 6.3750 1075.55 80 6.1250 1075.55 MUKWONAGO WI 53149 5 02/28/05 00 0201428513 05 04/01/05 0.0000 0201428513 O 03/01/35 0 9946921 025/025 F 131,000.00 ZZ 360 130,625.15 1 6.2500 806.59 71 6.0000 806.59 COLUMBUS GA 31909 5 03/14/05 00 0201437316 05 05/01/05 0.0000 0201437316 O 04/01/35 0 9946967 025/025 F 220,000.00 ZZ 360 219,428.53 1 6.7500 1426.92 80 6.5000 1426.92 EARLYSVILLE VA 22936 5 03/10/05 00 0142813401 05 05/01/05 0.0000 0142813401 O 04/01/35 0 9946969 025/025 F 189,600.00 ZZ 360 189,044.33 1 6.1250 1152.03 80 5.8750 1152.03 STAUNTON VA 24401 5 02/25/05 00 0142813666 05 05/01/05 0.0000 0142813666 O 04/01/35 0 9947001 025/025 F 185,500.00 ZZ 360 184,994.17 1 6.5000 1172.49 70 6.2500 1172.49 HOLYOKE MA 01040 5 03/01/05 00 0142876903 05 05/01/05 0.0000 0142876903 O 04/01/35 0 9947213 025/025 F 115,200.00 ZZ 360 114,673.60 1 6.5000 728.14 72 6.2500 728.14 SPRINGFIELD TN 37172 5 01/25/05 00 0201558939 05 03/01/05 0.0000 0201558939 O 02/01/35 0 9947247 025/025 F 183,500.00 ZZ 360 183,500.00 1 6.3750 974.84 65 6.1250 974.84 NORTH PORT FL 34288 2 03/15/05 00 0143287399 05 05/01/05 0.0000 0143287399 O 04/01/35 0 9947609 025/025 F 153,400.00 ZZ 360 152,884.84 1 6.3750 957.02 35 6.1250 957.02 ROSWELL GA 30075 5 03/15/05 00 0030097992 05 05/01/05 0.0000 0030097992 O 04/01/35 0 9947611 025/025 F 217,400.00 ZZ 360 216,835.31 1 6.7500 1410.05 80 6.5000 1410.05 LOUDON TN 37774 5 03/14/05 00 0030155089 05 05/01/05 0.0000 0030155089 O 04/01/35 0 9947621 025/025 F 224,000.00 ZZ 360 224,000.00 1 6.2500 1166.67 80 6.0000 1166.67 MARIETTA GA 30066 5 03/24/05 00 0030702021 05 05/01/05 0.0000 0030702021 O 04/01/35 0 9947735 T08/G02 F 157,950.00 ZZ 360 157,950.00 1 6.2500 822.66 74 6.0000 822.66 LEHIGH ACRES FL 33971 2 05/04/05 00 0439350695 05 07/01/05 0.0000 11024305 O 06/01/35 0 9947889 T08/G02 F 130,000.00 ZZ 360 129,893.44 1 7.0000 864.89 93 6.7500 864.89 ORANGE PARK FL 32073 1 05/05/05 11 0439349119 03 07/01/05 30.0000 132029242 O 06/01/35 0 9947901 T08/G02 F 276,000.00 ZZ 360 275,750.49 1 6.5000 1744.51 80 6.2500 1744.51 ZEPHYRHILLS FL 33541 5 05/06/05 00 0439350976 05 07/01/05 0.0000 14082408 O 06/01/35 0 9947905 T08/G02 F 216,000.00 ZZ 360 216,000.00 1 6.7500 1215.00 80 6.5000 1215.00 PLANT CITY FL 33566 1 05/13/05 00 0439350430 05 07/01/05 0.0000 11290130 O 06/01/35 0 9948985 E77/G02 F 240,000.00 ZZ 360 239,793.36 1 6.7500 1556.64 80 6.5000 1556.64 STEVENSVILLE MD 21666 5 05/16/05 00 0439343260 03 07/01/05 0.0000 1030003611 O 06/01/35 0 9949047 X05/G02 F 205,000.00 ZZ 360 205,000.00 1 6.7500 1153.13 76 6.5000 1153.13 OLYMPIA WA 98502 1 05/12/05 00 0439343187 03 07/01/05 0.0000 09503323 O 06/01/35 0 9949081 X05/G02 F 120,000.00 ZZ 360 119,877.65 1 5.8750 709.85 45 5.6250 709.85 HANFORD CA 93230 5 05/06/05 00 0439343104 05 07/01/05 0.0000 11504309 O 06/01/35 0 9949263 E22/G02 F 165,000.00 ZZ 360 164,839.63 1 6.1250 1002.56 75 5.8750 1002.56 PORT ST LUCIE FL 34953 5 05/19/05 00 0424033082 05 07/01/05 0.0000 0424033082 O 06/01/35 0 9950047 E82/G02 F 89,500.00 ZZ 360 89,422.95 1 6.7500 580.49 86 6.5000 580.49 HUMBLE TX 77338 2 05/23/05 04 0401125265 05 07/01/05 25.0000 0401125265 O 06/01/35 0 9951811 F36/G02 F 224,000.00 ZZ 360 224,000.00 1 6.2500 1166.67 80 6.0000 1166.67 TACOMA WA 98405 5 05/13/05 00 0439348418 05 07/01/05 0.0000 06508076 O 06/01/35 0 9952077 A11/G02 F 104,000.00 ZZ 360 103,903.67 1 6.3750 648.83 80 6.1250 648.83 WARREN MI 48091 5 05/05/05 00 0439343526 05 07/01/05 0.0000 1175070098 O 06/01/35 0 9952805 A11/G02 F 210,100.00 ZZ 360 210,100.00 1 6.5000 1138.04 80 6.2500 1138.04 TOWNSHIP OF MAMI 48044 1 05/02/05 00 0439340746 05 07/01/05 0.0000 1674933251 O 06/01/35 0 9953773 N67/G02 F 272,000.00 ZZ 360 271,735.63 1 6.1250 1652.70 80 5.8750 1652.70 HICKSVILLE NY 11801 1 05/20/05 00 0439409921 05 07/01/05 0.0000 3274028037 O 06/01/35 0 9953779 N67/G02 F 137,750.00 ZZ 360 137,509.41 1 7.8750 998.78 95 7.6250 998.78 EASTON PA 18042 1 05/10/05 12 0439426313 05 07/01/05 35.0000 3274028188 O 06/01/35 0 9953799 N67/G02 F 300,000.00 ZZ 360 299,348.73 1 6.3750 1871.61 67 6.1250 1871.61 BROOKFIELD CT 06804 5 04/19/05 00 0439430695 05 06/01/05 0.0000 3275005488 O 05/01/35 0 9953805 N67/G02 F 247,200.00 ZZ 360 246,588.56 1 7.0000 1644.63 80 6.7500 1644.63 SAUGUS MA 01906 1 03/31/05 00 0439426867 05 05/01/05 0.0000 3275005512 O 04/01/35 0 9954015 N67/G02 F 125,000.00 ZZ 360 124,889.71 1 6.6250 800.39 27 6.3750 800.39 EDGARTOWN MA 02539 5 05/04/05 00 0439427402 05 07/01/05 0.0000 3275005707 O 06/01/35 0 9955377 N67/G02 F 187,950.00 ZZ 360 187,950.00 1 6.2500 978.91 80 6.0000 978.91 SUMNER WA 98390 1 05/02/05 00 0439358987 05 07/01/05 0.0000 3339001808 O 06/01/35 0 9955385 N67/G02 F 173,750.00 ZZ 360 173,425.72 1 6.3750 1083.97 80 6.1250 1083.97 MARYSVILLE WA 98271 1 04/20/05 00 0439424557 05 06/01/05 0.0000 3339001841 O 05/01/35 0 9955405 N67/G02 F 63,750.00 ZZ 360 63,699.02 1 7.1250 429.50 75 6.8750 429.50 MORGANTON NC 28655 1 05/19/05 00 0439394305 05 07/01/05 0.0000 3253000985 O 06/01/35 0 9955407 N67/G02 F 99,750.00 ZZ 360 99,675.97 1 7.5000 697.47 95 7.2500 697.47 JOLIET IL 60435 1 05/19/05 01 0439423278 05 07/01/05 35.0000 3253000994 O 06/01/35 0 9955525 N67/G02 F 244,000.00 ZZ 360 243,789.92 1 6.7500 1582.58 80 6.5000 1582.58 HOMESTEAD FL 33035 1 05/06/05 00 0439424862 03 07/01/05 0.0000 3254020197 O 06/01/35 0 9955543 N67/G02 F 346,750.00 ZZ 360 346,750.00 1 6.8750 1986.59 95 6.6250 1986.59 PEMBROKE PINESFL 33024 1 05/19/05 01 0439411950 05 07/01/05 35.0000 3254020259 O 06/01/35 0 9955553 N67/G02 F 101,600.00 ZZ 360 101,512.52 1 6.7500 658.98 80 6.5000 658.98 MIRAMAR FL 33025 1 05/19/05 00 0439422924 08 07/01/05 0.0000 3254020341 O 06/01/35 0 9955593 N67/G02 F 189,050.00 ZZ 360 188,775.48 1 7.6250 1338.08 95 7.3750 1338.08 CHICAGO IL 60638 1 04/27/05 12 0439425505 05 06/01/05 35.0000 3255007085 O 05/01/35 0 9955599 N67/G02 F 624,000.00 ZZ 360 624,000.00 1 6.2500 3250.00 80 6.0000 3250.00 MIAMI FL 33143 1 04/04/05 00 0439426065 05 06/01/05 0.0000 3255007095 O 05/01/35 0 9955601 N67/G02 F 113,650.00 ZZ 360 113,224.30 1 6.2500 699.76 80 6.0000 699.76 WINTER HAVEN FL 33880 1 03/28/05 00 0439360330 03 05/01/05 0.0000 3255007097 O 04/01/35 0 9955623 N67/G02 F 400,000.00 ZZ 360 399,647.09 1 6.6250 2561.24 80 6.3750 2561.24 POMPANO BEACH FL 33060 5 04/27/05 00 0439387762 05 07/01/05 0.0000 3255007168 O 06/01/35 0 9955639 N67/G02 F 274,550.00 ZZ 360 274,550.00 1 6.7500 1544.34 95 6.5000 1544.34 ALPHARETTA GA 30005 1 05/05/05 12 0439414046 05 06/01/05 35.0000 3255007227 O 05/01/35 0 9955645 N67/G02 F 131,440.00 ZZ 360 131,195.88 1 6.3750 820.01 80 6.1250 820.01 MIAMI FL 33189 1 04/29/05 00 0439425117 03 06/01/05 0.0000 3255007281 O 05/01/35 0 9955647 N67/G02 F 134,320.00 ZZ 360 134,073.89 1 6.5000 848.99 80 6.2500 848.99 DELTONA FL 32725 1 04/29/05 00 0439424664 05 06/01/05 0.0000 3255007290 O 05/01/35 0 9955781 N67/G02 F 261,750.00 ZZ 360 261,507.57 1 6.3750 1632.98 75 6.1250 1632.98 NISKAYUNA NY 12309 1 05/19/05 00 0439420100 05 07/01/05 0.0000 3274026522 O 06/01/35 0 9955797 N67/G02 F 132,000.00 ZZ 360 131,880.67 2 6.5000 834.33 80 6.2500 834.33 BROOKLYN NY 11208 1 05/17/05 00 0439422734 05 07/01/05 0.0000 3274026711 O 06/01/35 0 9955825 N67/G02 F 119,600.00 ZZ 360 119,501.97 1 7.0000 795.70 80 6.7500 795.70 AMHERST NY 14221 1 05/19/05 00 0439425596 05 07/01/05 0.0000 3274026315 O 06/01/35 0 9955855 N67/G02 F 166,500.00 ZZ 360 166,198.16 1 6.5000 1052.39 74 6.2500 1052.39 JACKSONVILLE FL 32244 2 04/15/05 00 0439363961 05 06/01/05 0.0000 3274026993 O 05/01/35 0 9955859 N67/G02 F 212,000.00 ZZ 360 211,624.88 1 6.6250 1357.46 80 6.3750 1357.46 MASHPEE MA 02649 1 04/28/05 00 0439394727 05 06/01/05 0.0000 3274027002 O 05/01/35 0 9955865 N67/G02 F 108,000.00 ZZ 360 107,804.21 1 6.5000 682.63 79 6.2500 682.63 MONTAGUE NJ 07827 5 04/13/05 00 0439354994 09 06/01/05 0.0000 3274027028 O 05/01/35 0 9955913 N67/G02 F 196,800.00 ZZ 360 196,434.47 1 6.3750 1227.78 80 6.1250 1227.78 HOPEWELL JUNCTNY 12533 1 05/05/05 00 0439412644 03 06/01/05 0.0000 3274027293 O 05/01/35 0 9955915 N67/G02 F 109,900.00 ZZ 360 109,807.68 1 6.8750 721.96 62 6.6250 721.96 HILLSBOROUGH NH 03244 1 05/20/05 00 0439414293 05 07/01/05 0.0000 3274027297 O 06/01/35 0 9955931 N67/G02 F 210,000.00 ZZ 360 209,590.75 1 6.1250 1275.98 62 5.8750 1275.98 BROOKLYN NY 11203 5 04/18/05 00 0439427642 05 06/01/05 0.0000 3274027343 O 05/01/35 0 9955945 N67/G02 F 80,000.00 ZZ 360 79,858.45 1 6.6250 512.25 19 6.3750 512.25 FAIRFAX VA 22030 5 04/19/05 00 0439387457 05 06/01/05 0.0000 3274027376 O 05/01/35 0 9955953 N67/G02 F 358,400.00 ZZ 360 358,400.00 1 6.7500 2016.00 80 6.5000 2016.00 MINEOLA NY 11501 1 05/04/05 00 0439429606 05 06/01/05 0.0000 3274027407 O 05/01/35 0 9955993 N67/G02 F 127,900.00 ZZ 360 127,668.12 1 6.5000 808.42 80 6.2500 808.42 MIDLOTHIAN VA 23112 1 04/29/05 00 0439385113 05 06/01/05 0.0000 3274027558 O 05/01/35 0 9956001 N67/G02 F 119,900.00 ZZ 360 119,716.97 1 7.3750 828.12 80 7.1250 828.12 CLAREMONT NH 03743 1 04/29/05 00 0439383068 05 06/01/05 0.0000 3274027571 O 05/01/35 0 9956003 N67/G02 F 206,000.00 ZZ 360 205,826.94 1 6.8750 1353.27 80 6.6250 1353.27 BLAIRSTOWN NJ 07852 1 05/19/05 00 0439421199 05 07/01/05 0.0000 3274027576 O 06/01/35 0 9956171 N67/G02 F 96,000.00 ZZ 360 95,919.35 1 6.8750 630.65 80 6.6250 630.65 NORWOOD PA 19074 1 05/20/05 00 0439379355 03 07/01/05 0.0000 3271000760 O 06/01/35 0 9956173 N67/G02 F 126,000.00 ZZ 360 125,896.72 1 7.0000 838.28 90 6.7500 838.28 EAST STROUDSBUPA 18301 1 05/12/05 01 0439411729 03 07/01/05 30.0000 3271000772 O 06/01/35 0 9956175 N67/G02 F 126,800.00 ZZ 360 126,688.13 1 6.6250 811.91 80 6.3750 811.91 SANDUSKY OH 44870 1 05/19/05 00 0439388521 05 07/01/05 0.0000 3271000783 O 06/01/35 0 9956261 N67/G02 F 267,600.00 ZZ 360 267,375.19 1 6.8750 1757.94 80 6.6250 1757.94 MASTIC NY 11950 1 05/20/05 00 0439425638 05 07/01/05 0.0000 3274027910 O 06/01/35 0 9956291 N67/G02 F 750,000.00 ZZ 360 748,573.03 2 6.2500 4617.88 46 6.0000 4617.88 SAN FRANCISCO CA 94121 2 04/15/05 00 0439429275 05 06/01/05 0.0000 3347001797 O 05/01/35 0 9956535 N67/G02 F 95,250.00 ZZ 360 94,902.78 1 6.5000 602.04 80 6.2500 602.04 HOUSTON TX 77040 1 02/25/05 00 0439386913 03 04/01/05 0.0000 1161010704 O 03/01/35 0 9956553 N67/G02 F 144,000.00 ZZ 360 144,000.00 1 6.5000 780.00 80 6.2500 780.00 PRESCOTT VALLEAZ 86314 2 04/22/05 00 0439428699 03 06/01/05 0.0000 1161012136 O 05/01/35 0 9956593 N67/G02 F 62,800.00 ZZ 360 62,701.72 1 7.2500 428.41 80 7.0000 428.41 SPRING TX 77379 1 04/20/05 00 0439419649 03 06/01/05 0.0000 1161012341 O 05/01/35 0 9956629 N67/G02 F 188,000.00 ZZ 360 187,720.09 1 7.5000 1314.52 80 7.2500 1314.52 EDINBURG TX 78539 1 04/25/05 00 0439382003 05 06/01/05 0.0000 1161012521 O 05/01/35 0 9956673 N67/G02 F 84,550.00 ZZ 360 84,424.11 1 7.5000 591.19 95 7.2500 591.19 SHERMAN TX 75090 1 04/25/05 01 0439427824 05 06/01/05 35.0000 1161012662 O 05/01/35 0 9956687 N67/G02 F 160,000.00 ZZ 360 159,865.58 1 6.8750 1051.09 80 6.6250 1051.09 HOUSTON TX 77036 1 05/06/05 00 0439386426 03 07/01/05 0.0000 1161012725 O 06/01/35 0 9956693 N67/G02 F 103,000.00 ZZ 360 102,915.57 1 7.0000 685.26 80 6.7500 685.26 MCALLEN TX 78504 1 05/10/05 00 0439387432 05 07/01/05 0.0000 1161012756 O 06/01/35 0 9956749 N67/G02 F 208,000.00 ZZ 360 207,919.99 1 6.3750 1105.00 80 6.1250 1105.00 PARAMOUNT CA 90723 1 04/25/05 00 0439356841 01 06/01/05 0.0000 1162005362 O 05/01/35 0 9956751 N67/G02 F 200,800.00 ZZ 360 200,800.00 1 6.2500 1045.83 80 6.0000 1045.83 COLORADO SPRINCO 80915 1 04/26/05 00 0439359241 05 06/01/05 0.0000 1162005369 O 05/01/35 0 9956761 N67/G02 F 269,250.00 ZZ 360 269,250.00 1 6.7500 1514.53 80 6.5000 1514.53 PARKER CO 80138 1 04/27/05 00 0439356700 05 06/01/05 0.0000 1162005457 O 05/01/35 0 9956765 N67/G02 F 114,000.00 ZZ 360 113,894.42 1 6.3750 711.21 72 6.1250 711.21 LAS VEGAS NV 89119 5 05/03/05 00 0439358557 01 07/01/05 0.0000 1162005512 O 06/01/35 0 9956785 N67/G02 F 114,000.00 ZZ 360 113,724.88 1 7.1250 768.04 95 6.8750 768.04 CADIZ KY 42211 1 03/03/05 10 0439357179 05 05/01/05 35.0000 1165007755 O 04/01/35 0 9956795 N67/G02 F 196,500.00 ZZ 360 195,964.20 1 6.5000 1242.01 80 6.2500 1242.01 GOODYEAR AZ 85338 1 03/15/05 00 0439387788 03 05/01/05 0.0000 1165007807 O 04/01/35 0 9956797 N67/G02 F 235,200.00 ZZ 360 235,200.00 1 6.8750 1347.50 80 6.6250 1347.50 PEWAUKEE WI 53186 1 03/31/05 00 0439372467 05 05/01/05 0.0000 1165007823 O 04/01/35 0 9956799 N67/G02 F 212,800.00 ZZ 360 212,268.96 1 7.5000 1487.93 95 7.2500 1487.93 ARLINGTON TX 76016 1 03/18/05 10 0439371626 05 05/01/05 35.0000 1165007825 O 04/01/35 0 9956801 N67/G02 F 195,020.00 ZZ 360 194,537.61 1 7.0000 1297.48 67 6.7500 1297.48 SPRING TX 77373 1 03/31/05 00 0439360181 03 05/01/05 0.0000 1165007835 O 04/01/35 0 9956823 N67/G02 F 117,251.00 ZZ 360 117,019.00 1 7.0000 780.07 80 6.7500 780.07 ALBUQUERQUE NM 87121 1 04/06/05 00 0439386236 05 06/01/05 0.0000 1165007908 O 05/01/35 0 9956831 N67/G02 F 211,000.00 ZZ 360 210,608.10 1 6.3750 1316.37 64 6.1250 1316.37 DELANO MN 55328 5 04/05/05 00 0439356601 05 06/01/05 0.0000 1165007927 O 05/01/35 0 9956853 N67/G02 F 142,500.00 ZZ 360 142,298.19 1 7.7500 1020.89 95 7.5000 1020.89 READING PA 19606 1 04/22/05 01 0439429069 05 06/01/05 35.0000 3272000818 O 05/01/35 0 9956873 N67/G02 F 43,900.00 ZZ 360 43,862.21 1 6.7500 284.73 80 6.5000 284.73 MIDDLETOWN PA 17057 1 05/09/05 00 0439414376 05 07/01/05 0.0000 3272000858 O 06/01/35 0 9956877 N67/G02 F 104,500.00 ZZ 360 104,352.02 2 7.7500 748.65 95 7.5000 748.65 HAZLETON PA 18201 1 04/29/05 12 0439358813 05 06/01/05 35.0000 3272000868 O 05/01/35 0 9956915 N67/G02 F 500,000.00 ZZ 360 496,014.32 2 5.8750 2957.69 63 5.6250 2957.69 BAYSIDE NY 11361 5 04/14/05 00 0439432212 05 06/01/05 0.0000 3274025364 O 05/01/35 0 9956921 N67/G02 F 205,000.00 ZZ 360 202,530.18 1 5.8750 1212.65 67 5.6250 1212.65 LITTLE FALLS NJ 07424 5 03/14/05 00 0439412701 05 05/01/05 0.0000 3274025437 O 04/01/35 0 9956931 N67/G02 F 227,500.00 ZZ 360 226,800.75 1 5.8750 1345.75 60 5.6250 1345.75 LITTLE FALLS NJ 07424 5 03/22/05 00 0439432782 05 05/01/05 0.0000 3274025755 O 04/01/35 0 9956939 N67/G02 F 567,000.00 ZZ 360 566,292.70 1 8.3750 4309.61 90 7.5550 4309.61 SMITHTOWN NY 11787 1 04/26/05 26 0439412107 05 06/01/05 30.0000 3274025855 O 05/01/35 0 9956965 N67/G02 F 484,000.00 ZZ 360 484,000.00 1 6.5000 2621.67 80 6.2500 2621.67 OXFORD CT 06478 1 04/19/05 00 0439357070 05 06/01/05 0.0000 3274026192 O 05/01/35 0 9956981 N67/G02 F 288,000.00 ZZ 360 287,538.01 1 7.1250 1940.31 80 6.8750 1940.31 FARMINGTON MN 55024 1 04/22/05 00 0439372327 05 06/01/05 0.0000 1165007954 O 05/01/35 0 9956989 N67/G02 F 374,800.00 ZZ 360 374,086.89 1 6.2500 2307.71 80 6.0000 2307.71 VICTORIA MN 55386 1 04/29/05 00 0439426859 05 06/01/05 0.0000 1165007971 O 05/01/35 0 9956991 N67/G02 F 241,600.00 ZZ 360 241,240.28 1 7.5000 1689.30 95 7.2500 1689.30 TOLLESON AZ 85353 1 04/25/05 10 0439358102 05 06/01/05 35.0000 1165007988 O 05/01/35 0 9956999 N67/G02 F 152,217.00 ZZ 360 152,072.57 1 6.2500 937.23 80 6.0000 937.23 FERNLEY NV 89408 1 05/10/05 00 0439414004 05 07/01/05 0.0000 1260301039 O 06/01/35 0 9957027 N67/G02 F 169,000.00 ZZ 360 168,847.23 1 6.5000 1068.19 63 6.2500 1068.19 LAS VEGAS NV 89120 1 05/17/05 00 0439428731 03 07/01/05 0.0000 1390300194 O 06/01/35 0 9957033 N67/G02 F 159,000.00 ZZ 360 158,690.13 1 6.1250 966.10 25 5.8750 966.10 MESA AZ 85207 2 04/26/05 00 0439415332 03 06/01/05 0.0000 1750004259 O 05/01/35 0 9957037 N67/G02 F 182,000.00 ZZ 360 181,827.31 1 6.2500 1120.61 70 6.0000 1120.61 PHOENIX AZ 85013 5 05/03/05 00 0439428251 05 07/01/05 0.0000 1750300557 O 06/01/35 0 9957059 N67/G02 F 202,818.00 ZZ 360 202,818.00 1 6.0000 1014.09 80 5.7500 1014.09 CHANDLER AZ 85249 1 04/26/05 00 0439413519 03 06/01/05 0.0000 1760006960 O 05/01/35 0 9957067 N67/G02 F 180,000.00 ZZ 360 180,000.00 1 7.7500 1162.50 80 7.5000 1162.50 SCOTTSDALE AZ 85253 1 05/10/05 00 0439373309 01 07/01/05 0.0000 1760300945 O 06/01/35 0 9957119 N67/G02 F 126,000.00 ZZ 360 125,765.98 1 6.3750 786.08 58 6.1250 786.08 BOCA RATON FL 33433 5 04/18/05 00 0439378837 03 06/01/05 0.0000 3252009963 O 05/01/35 0 9957147 N67/G02 F 596,000.00 ZZ 360 596,000.00 1 6.5000 3228.33 80 6.2500 3228.33 MIAMI BEACH FL 33139 1 04/29/05 00 0439363219 06 06/01/05 0.0000 3252010108 O 05/01/35 0 9957161 N67/G02 F 261,000.00 ZZ 360 260,526.82 1 6.5000 1649.70 74 6.2500 1649.70 SARASOTA FL 34231 5 04/11/05 00 0439360231 05 06/01/05 0.0000 3253000298 O 05/01/35 0 9957271 N67/G02 F 109,600.00 ZZ 360 109,392.76 1 6.3750 683.76 80 6.1250 683.76 PENSACOLA FL 32526 1 04/29/05 00 0439426966 05 06/01/05 0.0000 3253000790 O 05/01/35 0 9957279 N67/G02 F 104,000.00 ZZ 360 104,000.00 1 6.7500 585.00 80 6.5000 585.00 SEFFNER FL 33584 1 05/03/05 00 0439426305 05 07/01/05 0.0000 3253000841 O 06/01/35 0 9957615 E22/G02 F 137,750.00 ZZ 360 137,750.00 1 6.2500 717.45 95 6.0000 717.45 ALBUQUERQUE NM 87112 1 05/26/05 04 0424092344 09 07/01/05 30.0000 0424092344 O 06/01/35 0 9958341 462/G02 F 197,600.00 ZZ 360 197,232.99 1 6.3750 1232.77 95 6.1250 1232.77 WESLEY CHAPEL FL 33544 1 04/25/05 11 0439368440 03 06/01/05 30.0000 0008725186 O 05/01/35 0 9958353 462/G02 F 115,200.00 ZZ 360 115,001.06 1 6.7500 747.19 80 6.5000 747.19 BAYTOWN TX 77521 1 04/27/05 00 0439368507 03 06/01/05 0.0000 0008682486 O 05/01/35 0 9958371 462/G02 F 192,800.00 ZZ 360 192,450.46 1 6.5000 1218.63 95 6.2500 1218.63 PHOENIX AZ 85086 1 04/13/05 04 0439368325 03 06/01/05 30.0000 5069588 O 05/01/35 0 9958377 462/G02 F 170,300.00 ZZ 360 170,300.00 1 5.8750 833.76 80 5.6250 833.76 CYPRESS TX 77433 1 05/20/05 00 0439369414 03 07/01/05 0.0000 6554380 O 06/01/35 0 9958381 462/G02 F 175,950.00 ZZ 360 175,638.66 1 6.6250 1126.63 90 6.3750 1126.63 CARY IL 60013 1 04/27/05 01 0439365149 01 06/01/05 25.0000 8551681 O 05/01/35 0 9958397 462/G02 F 150,900.00 ZZ 360 150,598.21 1 5.9900 903.76 80 5.7400 903.76 LAKEVILLE MN 55044 1 04/29/05 00 0439368309 01 06/01/05 0.0000 0007837982 O 05/01/35 0 9958399 462/G02 F 116,800.00 ZZ 360 116,588.24 1 6.5000 738.26 80 6.2500 738.26 FORT WORTH TX 76131 1 04/22/05 00 0439373002 03 06/01/05 0.0000 0008542888 O 05/01/35 0 9958407 462/G02 F 116,300.00 ZZ 360 116,078.72 1 6.2500 716.08 80 6.0000 716.08 KATY TX 77493 1 04/26/05 00 0439365537 03 06/01/05 0.0000 0008711889 O 05/01/35 0 9958425 462/G02 F 114,750.00 ZZ 360 114,531.67 1 6.2500 706.54 80 6.0000 706.54 GRAND PRIARIE TX 75052 1 04/14/05 00 0439361643 03 06/01/05 0.0000 0007022882 O 05/01/35 0 9958445 462/G02 F 184,750.00 ZZ 360 183,842.91 1 6.1250 1122.57 95 5.8750 1122.57 RIVERVIEW FL 33569 1 01/31/05 12 0439366402 03 03/01/05 30.0000 7013881 O 02/01/35 0 9958455 462/G02 F 143,750.00 ZZ 360 143,599.91 1 5.7500 838.89 80 5.5000 838.89 STILLWATER MN 55082 1 05/19/05 00 0439361163 01 07/01/05 0.0000 8883183 O 06/01/35 0 9958931 462/G02 F 179,550.00 ZZ 360 179,239.95 1 6.7500 1164.56 95 6.5000 1164.56 WAXAHACHIE TX 75165 1 04/27/05 11 0439368580 05 06/01/05 30.0000 0008664286 O 05/01/35 0 9958933 462/G02 F 179,500.00 ZZ 360 179,190.03 1 6.7500 1164.24 95 6.5000 1164.24 YORKVILLE IL 60560 1 04/25/05 11 0439368572 05 06/01/05 30.0000 0008533689 O 05/01/35 0 9958937 462/G02 F 194,800.00 ZZ 360 194,619.58 1 6.3750 1215.30 95 6.1250 1215.30 LAKEVILLE MN 55044 1 05/20/05 01 0439363086 01 07/01/05 30.0000 0007784986 O 06/01/35 0 9958949 462/G02 F 194,350.00 ZZ 360 194,174.30 1 6.5000 1228.43 90 6.2500 1228.43 MIAMI FL 33190 1 05/13/05 12 0439363425 07 07/01/05 25.0000 0006178784 O 06/01/35 0 9958957 462/G02 F 151,600.00 ZZ 360 151,311.55 1 6.2500 933.43 80 6.0000 933.43 COTTAGE GROVE MN 55016 1 04/25/05 00 0439360439 01 06/01/05 0.0000 0008454282 O 05/01/35 0 9958959 462/G02 F 224,100.00 ZZ 360 224,100.00 1 6.0000 1120.50 80 5.7500 1120.50 AURORA CO 80018 1 05/05/05 00 0439372889 03 07/01/05 0.0000 0008946089 O 06/01/35 0 9958973 462/G02 F 160,950.00 ZZ 360 160,950.00 1 6.3750 855.05 95 6.1250 855.05 TUCSON AZ 85746 1 05/17/05 04 0439360009 03 07/01/05 30.0000 0009001082 O 06/01/35 0 9958985 462/G02 F 99,150.00 ZZ 360 99,055.92 1 6.2500 610.49 80 6.0000 610.49 FORT WORTH TX 76248 1 05/16/03 00 0439368515 03 07/01/05 0.0000 0008909483 O 06/01/35 0 9958993 462/G02 F 197,500.00 ZZ 360 197,150.52 1 6.6250 1264.62 90 6.3750 1264.62 ZEPHYRHILLS FL 33544 1 04/26/05 04 0439353277 03 06/01/05 25.0000 0007513989 O 05/01/35 0 9958995 462/G02 F 129,600.00 ZZ 360 129,347.42 1 6.1250 787.47 80 5.8750 787.47 ALLEN TX 75002 1 04/29/05 00 0439368366 03 06/01/05 0.0000 0008765687 O 05/01/35 0 9959001 462/G02 F 224,850.00 ZZ 360 224,302.69 1 6.1250 1366.22 65 5.8750 1366.22 TUCSON AZ 85737 1 04/22/05 00 0439369398 03 06/01/05 0.0000 0007423189 O 05/01/35 0 9959003 462/G02 F 185,400.00 ZZ 360 185,029.94 1 6.0000 1111.57 80 5.7500 1111.57 SPRING TX 77379 1 04/14/05 00 0439372764 03 06/01/05 0.0000 0008309189 O 05/01/35 0 9959005 462/G02 F 232,000.00 ZZ 360 231,558.58 1 6.2500 1428.47 80 6.0000 1428.47 MESA AZ 85212 1 04/12/05 00 0439368275 03 06/01/05 0.0000 0008344780 O 05/01/35 0 9959015 462/G02 F 182,150.00 ZZ 360 181,795.00 1 6.1250 1106.77 80 5.8750 1106.77 FRISCO TX 75034 1 04/22/05 00 0439368762 03 06/01/05 0.0000 0008530982 O 05/01/35 0 9959027 462/G02 F 152,750.00 ZZ 360 152,459.37 1 6.2500 940.51 80 6.0000 940.51 GRAND PRAIRIE TX 75052 1 04/15/05 00 0439372715 03 06/01/05 0.0000 0008370082 O 05/01/35 0 9959087 H58/G02 F 330,000.00 ZZ 360 330,000.00 1 6.0000 1650.00 75 5.7500 1650.00 SANTA MARIA CA 93454 5 05/11/05 00 0439353954 05 07/01/05 0.0000 294878 O 06/01/35 0 9959153 H58/G02 F 145,000.00 ZZ 360 144,855.65 1 6.0000 869.35 42 5.7500 869.35 WOODLAND CA 95695 5 05/10/05 00 0439356213 05 07/01/05 0.0000 298066 O 06/01/35 0 9959157 H58/G02 F 149,000.00 ZZ 360 148,858.62 1 6.2500 917.42 54 6.0000 917.42 SACRAMENTO CA 95833 5 05/03/05 00 0439358466 05 07/01/05 0.0000 298761 O 06/01/35 0 9959195 H58/G02 F 192,000.00 ZZ 360 192,000.00 1 6.3750 1020.00 80 6.1250 1020.00 LAPINE OR 97739 5 05/13/05 00 0439356122 05 07/01/05 0.0000 291516 O 06/01/35 0 9959199 H58/G02 F 271,500.00 ZZ 360 271,500.00 1 6.2500 1414.06 75 6.0000 1414.06 SNOQUALMIE WA 98065 5 05/10/05 00 0439356130 05 07/01/05 0.0000 293881 O 06/01/35 0 9959249 H58/G02 F 220,000.00 ZZ 360 220,000.00 1 6.6250 1214.58 90 6.3750 1214.58 PHOENIX AZ 85032 1 05/17/05 10 0439356411 05 07/01/05 25.0000 301960 O 06/01/35 0 9959257 H58/G02 F 152,000.00 ZZ 360 152,000.00 1 6.1250 775.83 80 5.8750 775.83 MESA AZ 85212 1 05/13/05 00 0439358086 03 07/01/05 0.0000 299694 O 06/01/35 0 9959303 H58/G02 F 359,650.00 ZZ 360 358,949.10 1 6.1250 2185.27 80 5.8750 2185.27 WEST COVINA CA 91790 5 04/29/05 00 0439355934 05 06/01/05 0.0000 279877 O 05/01/35 0 9959805 E22/G02 F 267,000.00 ZZ 360 267,000.00 1 6.0000 1335.00 88 5.7500 1335.00 MOUNT VERNON WA 98274 2 05/25/05 10 0424311223 05 07/01/05 25.0000 0424311223 O 06/01/35 0 9960395 E22/G02 F 85,405.00 ZZ 360 85,405.00 1 6.3750 532.82 95 6.1250 532.82 FORT WAYNE IN 46825 1 05/31/05 10 0424171726 05 08/01/05 30.0000 0424171726 O 07/01/35 0 9960625 E22/G02 F 174,250.00 ZZ 360 174,056.69 1 6.8750 1144.70 85 6.6250 1144.70 FERNLEY NV 89408 5 05/24/05 01 0424252609 05 07/01/05 12.0000 0424252609 O 06/01/35 0 9964397 E22/G02 F 128,250.00 ZZ 360 128,250.00 3 7.0000 853.25 95 6.7500 853.25 WATERBURY CT 06704 1 06/02/05 01 0423507920 05 08/01/05 30.0000 0423507920 O 07/01/35 0 9964597 E22/G02 F 120,000.00 TX 240 119,751.62 1 6.3750 885.88 69 6.1250 885.88 RIO VISTA TX 76093 5 05/27/05 00 0424224731 05 07/01/05 0.0000 0424224731 O 06/01/25 0 9964693 E22/G02 F 172,000.00 ZZ 360 172,000.00 1 6.0000 1031.23 80 5.7500 1031.23 TRUSSVILLE AL 35173 1 06/02/05 00 0424325082 05 08/01/05 0.0000 0424325082 O 07/01/35 0 9967085 313/G02 F 208,000.00 ZZ 360 207,820.91 1 6.7500 1349.09 80 6.5000 1349.09 FAIRHAVEN MA 02719 5 05/13/05 00 0439477316 05 07/01/05 0.0000 10606754 O 06/01/35 0 9968925 E22/G02 F 183,500.00 ZZ 360 183,500.00 1 6.6250 1013.07 87 6.3750 1013.07 BROOMFIELD CO 80020 5 05/31/05 04 0424198232 05 08/01/05 25.0000 0424198232 O 07/01/35 0 9973565 T08/G02 F 164,000.00 ZZ 360 163,836.74 1 6.0000 983.26 45 5.7500 983.26 HOMOSASSA FL 34448 2 05/19/05 00 0439379322 05 07/01/05 0.0000 14082430 O 06/01/35 0 9973605 T08/G02 F 54,900.00 ZZ 360 54,863.16 1 8.0000 402.84 90 7.7500 402.84 LINTON IN 47441 1 05/20/05 11 0439466608 05 07/01/05 30.0000 132314947 O 06/01/35 0 9973639 T08/G02 F 127,600.00 ZZ 360 127,478.92 1 6.2500 785.66 80 6.0000 785.66 TAMPA FL 33606 1 05/18/05 00 0439390881 01 07/01/05 0.0000 11094602 O 06/01/35 0 9973653 T08/G02 F 152,800.00 ZZ 360 152,668.44 1 6.7500 991.06 80 6.5000 991.06 LEHIGH ACRES FL 33971 2 05/17/05 00 0439383100 05 07/01/05 0.0000 11024470 O 06/01/35 0 9973657 T08/G02 F 247,500.00 ZZ 360 247,276.26 1 6.5000 1564.37 90 6.2500 1564.37 BROOKSVILLE FL 34604 5 05/20/05 11 0439383456 05 07/01/05 25.0000 14082400 O 06/01/35 0 9973673 T08/G02 F 112,005.00 ZZ 360 111,908.57 1 6.7500 726.46 95 6.5000 726.46 TAMPA FL 33612 1 05/25/05 11 0439375759 05 07/01/05 30.0000 14040403 O 06/01/35 0 9973685 T08/G02 F 94,000.00 ZZ 360 93,773.14 1 7.1250 633.30 80 6.8750 633.30 PHOENIX NY 13135 1 03/29/05 00 0439383951 05 05/01/05 0.0000 139000846 O 04/01/35 0 9973759 T08/G02 F 667,920.00 ZZ 360 667,188.92 1 5.5000 3792.38 80 5.2500 3792.38 GREENWOOD VILLCO 80111 1 05/23/05 00 0439377573 05 07/01/05 0.0000 19990599 O 06/01/35 0 9973797 T08/G02 F 127,120.00 ZZ 360 127,020.84 1 7.2500 867.18 80 7.0000 867.18 MIAMI FL 33193 1 05/19/05 00 0439376476 01 07/01/05 0.0000 11250425 O 06/01/35 0 9976977 E82/G02 F 160,000.00 ZZ 360 160,000.00 1 6.1250 972.18 79 5.8750 972.18 ELLENSBURG WA 98926 5 06/03/05 00 0401128848 05 08/01/05 0.0000 0401128848 O 07/01/35 0 9977537 E22/G02 F 225,000.00 ZZ 360 225,000.00 1 6.7500 1459.35 90 6.5000 1459.35 KALAMAZOO MI 49009 1 06/09/05 04 0423794205 29 08/01/05 25.0000 0423794205 O 07/01/35 0 9977945 462/G02 F 175,150.00 ZZ 360 175,009.93 1 7.1250 1180.02 80 6.8750 1180.02 TOLLESON AZ 85353 1 05/20/05 00 0439460791 05 07/01/05 0.0000 0008055584 O 06/01/35 0 9978069 462/G02 F 232,800.00 ZZ 360 232,584.38 1 6.3750 1452.37 80 6.1250 1452.37 NORTH LAS VEGANV 89081 1 05/24/05 00 0439453184 03 07/01/05 0.0000 0008898785 O 06/01/35 0 9978437 T08/G02 F 359,650.00 ZZ 360 359,316.89 1 6.3750 2243.75 43 6.1250 2243.75 LAKE FOREST CA 92630 2 05/17/05 00 0439380676 03 07/01/05 0.0000 45180066 O 06/01/35 0 9978461 T08/G02 F 484,000.00 ZZ 360 483,603.27 1 7.0000 3220.06 80 6.7500 3220.06 LUTZ FL 33549 5 05/20/05 00 0439381294 03 07/01/05 0.0000 14082399 O 06/01/35 0 9981379 L14/G02 F 165,000.00 ZZ 360 164,831.77 1 5.8750 976.04 68 5.6250 976.04 LONGWOOD FL 32791 1 05/24/05 00 0439493198 09 07/01/05 0.0000 100627252 O 06/01/35 0 9981443 L14/G02 F 194,318.00 ZZ 360 194,318.00 1 6.5000 1052.56 80 6.2500 1052.56 SURPRISE AZ 85374 1 05/11/05 00 0439495516 03 07/01/05 0.0000 112918910 O 06/01/35 0 9981447 L14/G02 F 198,000.00 ZZ 360 197,841.66 1 7.1250 1333.97 80 6.8750 1333.97 MARICOPA AZ 85239 1 05/06/05 00 0439488677 03 07/01/05 0.0000 112919650 O 06/01/35 0 9981483 L14/G02 F 180,680.00 ZZ 360 180,495.78 1 5.8750 1068.80 65 5.6250 1068.80 PALM BEACH GARFL 33418 1 05/24/05 00 0439494568 01 07/01/05 0.0000 120004485 O 06/01/35 0 9981515 L14/G02 F 161,760.00 ZZ 360 161,620.72 1 6.7500 1049.18 95 6.5000 1049.18 CANTON MI 48188 1 05/09/05 11 0439493230 01 07/01/05 30.0000 123103865 O 06/01/35 0 9981527 L14/G02 F 213,200.00 ZZ 360 213,057.39 1 6.2500 1110.42 80 6.0000 1110.42 HENDERSON NV 89015 1 05/16/05 00 0439493313 03 07/01/05 0.0000 134305200 O 06/01/35 0 9981529 L14/G02 F 238,400.00 ZZ 360 238,173.79 1 6.2500 1467.88 80 6.0000 1467.88 NORTH LAS VEGANV 89081 1 05/26/05 00 0439493073 03 07/01/05 0.0000 134305423 O 06/01/35 0 9981629 L14/G02 F 206,400.00 ZZ 360 206,016.64 1 6.3750 1287.67 80 6.1250 1287.67 PLYMOUTH MN 55442 1 04/28/05 00 0439490541 05 06/01/05 0.0000 207438665 O 05/01/35 0 9981637 L14/G02 F 159,900.00 ZZ 360 159,649.77 1 7.2500 1090.80 80 7.0000 1090.80 COLORADO SPRINCO 80920 1 04/28/05 00 0439492687 03 06/01/05 0.0000 209508577 O 05/01/35 0 9981639 L14/G02 F 175,000.00 ZZ 360 174,821.57 1 5.8750 1035.20 54 5.6250 1035.20 MIAMI FL 33174 5 05/03/05 00 0439492299 05 07/01/05 0.0000 209606095 O 06/01/35 0 9981667 L14/G02 F 232,000.00 ZZ 360 231,763.46 1 5.8750 1372.37 80 5.6250 1372.37 MCKINNEY TX 75070 1 05/24/05 00 0439494881 03 07/01/05 0.0000 210332964 O 06/01/35 0 9981671 L14/G02 F 239,920.00 ZZ 360 239,669.51 1 5.7500 1400.11 80 5.5000 1400.11 PLANO TX 75093 1 05/25/05 00 0439487059 03 07/01/05 0.0000 210333013 O 06/01/35 0 9981719 L14/G02 F 177,600.00 ZZ 360 177,414.57 1 5.7500 1036.43 80 5.5000 1036.43 RIVERTON UT 84065 1 05/16/05 00 0439492554 05 07/01/05 0.0000 210714845 O 06/01/35 0 9981735 L14/G02 F 168,400.00 ZZ 360 168,247.76 1 6.5000 1064.41 80 6.2500 1064.41 SHAWNEE KS 66218 1 05/09/05 00 0439489923 05 07/01/05 0.0000 214508145 O 06/01/35 0 9981745 L14/G02 F 240,000.00 ZZ 360 239,783.03 1 6.5000 1516.97 75 6.2500 1516.97 HOWELL NJ 07731 5 05/04/05 00 0439494964 05 07/01/05 0.0000 214822227 O 06/01/35 0 9981783 L14/G02 F 165,500.00 ZZ 360 165,131.26 1 5.8750 979.00 50 5.6250 979.00 CLINTON CORNERNY 12514 5 05/20/05 00 0439496563 05 07/01/05 0.0000 218307512 O 06/01/35 0 9981809 L14/G02 F 185,000.00 ZZ 360 185,000.00 1 6.0000 925.00 73 5.7500 925.00 MARYSVILLE WA 98271 1 05/05/05 00 0439490491 05 07/01/05 0.0000 220207847 O 06/01/35 0 9981833 L14/G02 F 249,950.00 ZZ 360 249,699.75 1 6.0000 1498.58 56 5.7500 1498.58 ENUMCLAW WA 98022 1 05/01/05 00 0439493917 05 07/01/05 0.0000 220627553 O 06/01/35 0 9981835 L14/G02 F 249,375.00 ZZ 360 249,243.21 1 5.8750 1220.90 95 5.6250 1220.90 PUYALLUP WA 98372 1 05/19/05 11 0439490426 05 07/01/05 30.0000 220627559 O 06/01/35 0 9981861 L14/G02 F 175,000.00 ZZ 360 175,000.00 1 6.3750 929.69 60 6.1250 929.69 FRESNO CA 93722 1 05/05/05 00 0439489485 05 07/01/05 0.0000 223801516 O 06/01/35 0 9981893 L14/G02 F 214,800.00 ZZ 360 214,800.00 1 6.2500 1118.75 80 6.0000 1118.75 AUSTIN TX 78731 4 02/25/05 00 0439489626 05 07/01/05 0.0000 225103073 O 06/01/35 0 9981967 L14/G02 F 185,600.00 ZZ 360 185,600.00 1 5.8750 908.67 80 5.6250 908.67 FRANKLIN TN 37064 1 05/13/05 00 0439493552 03 07/01/05 0.0000 230330918 O 06/01/35 0 9982021 L14/G02 F 199,810.00 ZZ 360 199,620.41 1 6.2500 1230.27 80 6.0000 1230.27 JUPITER FARMS FL 33478 1 05/26/05 00 0439494261 05 07/01/05 0.0000 233940066 O 06/01/35 0 9982039 L14/G02 F 250,000.00 ZZ 360 249,471.53 1 5.7500 1458.93 57 5.5000 1458.93 WENHAM MA 01984 5 05/25/05 00 0439489840 05 07/01/05 0.0000 235735010 O 06/01/35 0 9982069 L14/G02 F 191,074.00 ZZ 360 191,074.00 1 6.5000 1034.98 80 6.2500 1034.98 SURPRISE AZ 85374 1 05/13/05 00 0439485624 03 07/01/05 0.0000 283200305 O 06/01/35 0 9982071 L14/G02 F 205,600.00 ZZ 360 205,418.60 1 6.6250 1316.48 80 6.3750 1316.48 NORFOLK VA 23518 1 05/31/05 00 0439494915 05 07/01/05 0.0000 283500066 O 06/01/35 0 9982987 225/225 F 194,000.00 ZZ 360 193,603.45 1 5.8750 1147.58 25 5.6250 1147.58 ORANGE PARK FL 32003 2 04/08/05 00 5731154 05 06/01/05 0.0000 5731154 O 05/01/35 0 9982989 225/225 F 208,000.00 ZZ 360 207,631.95 1 6.6250 1331.85 80 6.3750 1331.85 MIDDLE RIVER MD 21220 5 03/31/05 00 5717111 05 06/01/05 0.0000 5717111 O 05/01/35 0 9983255 225/225 F 200,000.00 ZZ 360 199,284.88 1 6.6250 1280.62 80 6.3750 1280.62 BOCA RATON FL 33431 1 02/14/05 00 3908037 05 04/01/05 0.0000 3908037 O 03/01/35 0 9984511 462/G02 F 148,950.00 ZZ 360 148,805.23 1 6.1250 905.04 80 5.8750 905.04 BAKERSFIELD CA 93307 1 05/20/05 00 0439472267 05 07/01/05 0.0000 6810089 O 06/01/35 0 9984523 462/G02 F 241,750.00 ZZ 360 241,531.45 1 6.5000 1528.03 79 6.2500 1528.03 ODENTON MD 21113 1 05/27/05 00 0439477670 01 07/01/05 0.0000 8469884 O 06/01/35 0 9984573 462/G02 F 183,700.00 ZZ 360 183,529.86 1 6.3750 1146.05 95 6.1250 1146.05 YORKVILLE IL 60560 1 05/31/05 04 0439468562 01 07/01/05 30.0000 0008889180 O 06/01/35 0 9984617 462/G02 F 208,000.00 ZZ 360 208,000.00 1 6.0000 1040.00 59 5.7500 1040.00 MORENO VALLEY CA 92555 1 05/19/05 00 0439467119 03 07/01/05 0.0000 0008533788 O 06/01/35 0 9986579 E22/G02 F 275,500.00 ZZ 360 275,500.00 1 6.5000 1741.35 95 6.2500 1741.35 LLANO TX 78643 1 06/07/05 04 0424208189 05 08/01/05 30.0000 0424208189 O 07/01/35 0 9986629 E22/G02 F 236,000.00 ZZ 360 236,000.00 1 6.0000 1414.94 80 5.7500 1414.94 SALEM OR 97301 1 06/14/05 00 0424339372 05 08/01/05 0.0000 0424339372 O 07/01/35 0 9987019 225/G02 F 164,300.00 ZZ 360 164,140.30 1 6.1250 998.31 70 5.8750 998.31 MORENO VALLEY CA 92553 5 05/03/05 00 0439450685 05 07/01/05 0.0000 7807415 O 06/01/35 0 9988991 E22/G02 F 238,000.00 ZZ 240 237,514.71 1 6.5000 1774.46 70 6.2500 1774.46 LINDEN NJ 07036 5 05/26/05 00 0424228047 05 07/01/05 0.0000 0424228047 O 06/01/25 0 9989081 E22/G02 F 205,600.00 ZZ 360 205,600.00 1 6.5000 1113.67 80 6.2500 1113.67 EDEN MD 21822 2 06/14/05 00 0424326007 05 08/01/05 0.0000 0424326007 O 07/01/35 0 9989323 E22/G02 F 188,300.00 ZZ 360 188,300.00 1 6.1250 961.11 80 5.8750 961.11 SEVERANCE CO 80546 1 06/20/05 00 0424485118 03 08/01/05 0.0000 0424485118 O 07/01/35 0 9989681 X08/G02 F 195,920.00 ZZ 360 195,920.00 1 6.0000 1174.64 79 5.7500 1174.64 BOISE ID 83709 2 06/02/05 00 0439490582 03 08/01/05 0.0000 2817872 O 07/01/35 0 9989717 U05/G02 F 244,000.00 TX 360 244,000.00 1 6.6250 1562.36 80 6.3750 1562.36 MANVEL TX 77578 5 06/16/05 00 0439482621 03 08/01/05 0.0000 3000766629 O 07/01/35 0 9989899 E22/G02 F 189,000.00 ZZ 360 189,000.00 1 6.5000 1194.61 84 6.2500 1194.61 OAK LAWN IL 60453 2 06/16/05 01 0424196525 05 08/01/05 12.0000 0424196525 O 07/01/35 0 9992227 T08/G02 F 149,000.00 ZZ 360 148,865.30 1 6.5000 941.78 77 6.2500 941.78 LEHIGH ACRES FL 33971 4 06/10/05 00 0439493669 05 07/01/05 0.0000 11024469 O 06/01/35 0 9992273 T08/G02 F 319,200.00 ZZ 360 319,200.00 1 6.6250 1762.25 80 6.3750 1762.25 MIAMI FL 33170 1 06/14/05 00 0439493461 05 08/01/05 0.0000 11250824 O 07/01/35 0 9992283 T08/G02 F 150,000.00 ZZ 360 150,000.00 1 6.1250 911.42 47 5.8750 911.42 LITHIA FL 33547 1 06/07/05 00 0439484858 03 08/01/05 0.0000 11290178 O 07/01/35 0 9992291 T08/G02 F 113,600.00 ZZ 360 113,600.00 1 6.7500 736.81 80 6.5000 736.81 SUMMERFIELD FL 34491 1 06/03/05 00 0439484965 05 08/01/05 0.0000 11310112 O 07/01/35 0 9992335 T08/G02 F 192,950.00 ZZ 360 192,950.00 1 5.6250 1110.73 77 5.3750 1110.73 APOPKA FL 32712 2 06/09/05 00 0439492125 03 08/01/05 0.0000 19990611 O 07/01/35 0 9992361 T08/G02 F 158,400.00 ZZ 360 158,400.00 1 6.7500 891.00 80 6.5000 891.00 ATWATER CA 95301 1 06/09/05 00 0439492711 05 08/01/05 0.0000 45130054 O 07/01/35 0 9992383 T08/G02 F 224,000.00 ZZ 360 224,000.00 1 6.1250 1361.05 80 5.8750 1361.05 BAKERSFIELD CA 93307 2 05/26/05 00 0439486747 05 08/01/05 0.0000 45190214 O 07/01/35 0 9992413 T08/G02 F 182,000.00 ZZ 360 182,000.00 1 6.8750 1042.71 80 6.6250 1042.71 ORLANDO FL 32835 1 06/10/05 00 0439484874 03 08/01/05 0.0000 132030160 O 07/01/35 0 9992467 T08/G02 F 158,650.00 ZZ 360 158,516.71 1 6.8750 1042.22 95 6.6250 1042.22 SUMMIT ARGO IL 60501 1 05/06/05 11 0439484114 05 07/01/05 30.0000 139000914 O 06/01/35 0 9994599 X05/G02 F 190,000.00 ZZ 360 190,000.00 1 6.2500 1169.86 71 6.0000 1169.86 PHOENIX AZ 85016 1 06/10/05 00 0439485376 09 08/01/05 0.0000 155050124 O 07/01/35 0 9994603 X05/G02 F 248,800.00 ZZ 360 248,278.99 1 5.7500 1451.93 79 5.5000 1451.93 ALLYN WA 98524 2 04/12/05 00 0439485947 03 06/01/05 0.0000 18504033 O 05/01/35 0 9994733 588/G02 F 218,000.00 ZZ 360 217,793.16 1 6.2500 1342.26 69 6.0000 1342.26 CITY OF PHILADPA 19119 1 05/16/05 00 0439494311 05 07/01/05 0.0000 1147440 O 06/01/35 0 9994773 588/G02 F 206,350.00 ZZ 360 206,101.58 1 6.0000 1237.17 80 5.7500 1237.17 POHATCONG TOWNNJ 08865 5 05/27/05 00 0439501198 05 07/01/05 0.0000 1150922 O 06/01/35 0 9994805 588/G02 F 200,000.00 ZZ 360 200,000.00 1 6.6250 1280.62 63 6.3750 1280.62 TOWN OF EAST FNY 12533 1 06/03/05 00 0439500752 05 08/01/05 0.0000 1152367 O 07/01/35 0 9994813 588/G02 F 240,000.00 ZZ 360 240,000.00 1 7.1250 1616.92 80 6.8750 1616.92 DELRAN NJ 08075 1 06/08/05 00 0439501958 05 08/01/05 0.0000 1152428 O 07/01/35 0 9994817 588/G02 F 184,000.00 ZZ 360 184,000.00 1 7.1250 1239.64 80 6.8750 1239.64 OTISVILLE VILLNY 10963 1 06/08/05 00 0439498346 05 08/01/05 0.0000 1151404 O 07/01/35 0 9994843 588/G02 F 200,000.00 ZZ 360 200,000.00 1 6.2500 1231.43 71 6.0000 1231.43 MOORESTOWN NJ 08057 1 06/15/05 00 0439504614 05 08/01/05 0.0000 1153169 O 07/01/35 0 9997229 E22/G02 F 469,000.00 ZZ 360 469,000.00 1 6.0000 2811.89 59 5.7500 2811.89 SCIO OR 97374 5 06/24/05 00 0423960244 05 08/01/05 0.0000 0423960244 O 07/01/35 0 9997411 E22/G02 F 206,200.00 ZZ 360 206,200.00 1 6.1250 1252.89 78 5.8750 1252.89 GRAND JUNCTIONCO 81503 1 06/24/05 00 0424379055 03 08/01/05 0.0000 0424379055 O 07/01/35 0 9999409 N74/G02 F 216,000.00 ZZ 360 215,588.53 1 6.2500 1329.95 74 6.0000 1329.95 PASADENA MD 21122 5 05/09/05 00 0439497736 05 06/13/05 0.0000 0036516010 O 05/13/35 0 10000121 E22/G02 F 128,100.00 ZZ 360 128,100.00 1 6.1250 778.35 40 5.8750 778.35 SACRAMENTO CA 95828 5 06/17/05 00 0424484665 05 08/01/05 0.0000 0424484665 O 07/01/35 0 10001109 624/G02 F 140,000.00 ZZ 360 140,000.00 1 6.2500 862.00 80 6.0000 862.00 BAKERSFIELD CA 93307 1 06/15/05 00 0439502659 05 08/01/05 0.0000 1000083669 O 07/01/35 0 10001663 944/G02 F 185,600.00 ZZ 360 185,600.00 1 6.3750 986.00 80 6.1250 986.00 MARYSVILLE CA 95901 5 05/25/05 00 0439504192 05 07/01/05 0.0000 1001830099 O 06/01/35 0 10001681 944/G02 F 222,400.00 ZZ 360 222,400.00 1 6.3750 1181.50 80 6.1250 1181.50 GLADSTONE OR 97027 1 06/07/05 00 0439504721 03 08/01/05 0.0000 1001830342 O 07/01/35 0 10001919 E22/G02 F 194,750.00 ZZ 360 194,750.00 1 7.0000 1136.04 95 6.7500 1136.04 WARREN MA 01083 5 06/22/05 01 0423940857 05 08/01/05 30.0000 0423940857 O 07/01/35 0 10002737 624/G02 F 200,000.00 ZZ 360 200,000.00 1 6.0000 1000.00 80 5.7500 1000.00 BANNING CA 92220 5 06/09/05 00 0439503392 05 08/01/05 0.0000 1000081686 O 07/01/35 0 10003305 T51/G02 F 103,200.00 ZZ 360 103,115.24 1 6.9900 685.90 80 6.7400 685.90 NEW HOLSTEIN WI 53061 2 06/21/05 00 0439506890 05 07/27/05 0.0000 0000025812 O 06/27/35 0 10003949 E22/G02 F 194,400.00 ZZ 360 194,400.00 1 6.6250 1244.76 80 6.3750 1244.76 TULARE CA 93274 5 06/22/05 00 0424727519 05 08/01/05 0.0000 0424727519 O 07/01/35 0 10004977 944/G02 F 182,000.00 ZZ 360 182,000.00 1 5.8750 1076.60 56 5.6250 1076.60 SACRAMENTO CA 95834 5 06/02/05 00 0439498338 05 08/01/05 0.0000 1001829193 O 07/01/35 0 10004981 944/G02 F 176,250.00 ZZ 360 176,250.00 1 6.1250 899.61 75 5.8750 899.61 SACRAMENTO CA 95822 5 05/06/05 00 0439498544 05 07/01/05 0.0000 1001821079 O 06/01/35 0 10005089 U19/G02 F 125,000.00 ZZ 360 125,000.00 1 5.5000 709.74 57 5.2500 709.74 MIAMI FL 33155 5 06/17/05 00 0439502907 05 08/01/05 0.0000 4501000408 O 07/01/35 0 10005117 U19/G02 F 195,700.00 ZZ 360 195,700.00 1 5.5000 1111.16 64 5.2500 1111.16 BROOKELAND TX 75931 2 06/22/05 00 0439504432 05 08/01/05 0.0000 4505000385 O 07/01/35 0 10006125 E22/G02 F 193,600.00 ZZ 360 193,600.00 1 6.2500 1192.03 80 6.0000 1192.03 TACOMA WA 98445 1 06/27/05 00 0424459014 05 08/01/05 0.0000 0424459014 O 07/01/35 0 10006219 E22/G02 F 200,000.00 ZZ 360 200,000.00 1 6.2500 1231.43 80 6.0000 1231.43 PHOENIX AZ 85048 1 06/29/05 00 0424516235 01 08/01/05 0.0000 0424516235 O 07/01/35 0 10006319 E22/G02 F 217,892.00 ZZ 360 217,892.00 1 6.2500 1341.60 80 6.0000 1341.60 QUEEN CREEK AZ 85242 1 06/21/05 00 0424569440 03 08/01/05 0.0000 0424569440 O 07/01/35 0 10006453 E22/G02 F 199,900.00 ZZ 360 199,900.00 1 6.6250 1279.98 80 6.3750 1279.98 CHANDLER AZ 85225 1 06/25/05 00 0424636876 03 08/01/05 0.0000 0424636876 O 07/01/35 0 10006841 U19/G02 F 304,000.00 ZZ 360 304,000.00 1 5.6250 1750.00 80 5.3750 1750.00 COOPER CITY FL 33328 2 06/23/05 00 0439517376 05 08/01/05 0.0000 4504000057 O 07/01/35 0 10006845 U19/G02 F 344,000.00 ZZ 360 344,000.00 1 5.6250 1980.26 80 5.3750 1980.26 CHEHALIS WA 98532 5 06/25/05 00 0439517210 05 08/01/05 0.0000 4601000134 O 07/01/35 0 10006873 U19/G02 F 178,400.00 ZZ 360 178,400.00 1 6.6250 984.91 80 6.3750 984.91 AURORA CO 80017 2 06/24/05 00 0439517384 05 08/01/05 0.0000 5001000514 O 07/01/35 0 10006875 U19/G02 F 217,600.00 ZZ 360 217,600.00 1 6.6250 1393.32 80 6.3750 1393.32 ANCHORAGE AK 99515 1 06/21/05 00 0439516063 05 08/01/05 0.0000 5001000359 O 07/01/35 0 Total Number of Loans 382 Total Original Balance 75,099,730.00 Total Principal Balance 75,015,291.18 Total Original P+I 454,636.56 Total Current P+I 454,632.74 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 # 9669344 286/286 F 167,250.00 ZZ 360 166,636.98 1 7.6250 1183.79 95 6.6500 1183.79 BOSSIER CITY LA 71112 1 01/21/05 41 0003569329 05 03/01/05 30.0000 0003569329 O 02/01/35 0 9669470 286/286 F 147,250.00 ZZ 360 146,723.59 1 7.7500 1054.92 95 6.9970 1054.92 GLENDALE AZ 85306 1 01/27/05 41 0003855556 05 03/01/05 30.0000 0003855556 O 02/01/35 0 9734268 286/286 F 130,000.00 ZZ 360 129,645.52 1 6.5000 821.69 79 6.2500 821.69 AMELIA OH 45102 5 03/14/05 00 0003861350 05 05/01/05 0.0000 0003861350 O 04/01/35 0 9734692 286/286 F 132,000.00 ZZ 360 131,657.13 1 6.7500 856.15 80 6.5000 856.15 JOLIET IL 60431 5 03/14/05 00 0003919929 05 05/01/05 0.0000 0003919929 O 04/01/35 0 9734818 286/286 F 140,600.00 ZZ 360 140,292.77 1 7.6250 995.16 95 6.8350 995.16 UNIONTOWN OH 44685 1 03/28/05 45 0003938964 05 05/01/05 25.0000 0003938964 O 04/01/35 0 9743572 286/286 F 332,700.00 ZZ 360 331,333.17 1 5.8750 1968.05 97 5.6250 1968.05 ELK GROVE CA 95757 1 02/17/05 01 0003825626 05 04/01/05 18.0000 0003825626 O 03/01/35 0 9751490 Y21/G02 F 163,500.00 ZZ 360 163,500.00 1 6.1250 834.53 70 5.8750 834.53 PALM BEACH GARFL 33418 1 04/25/05 00 0439233263 09 06/01/05 0.0000 205216790 O 05/01/35 0 9751522 Y21/G02 F 142,500.00 ZZ 360 142,205.79 1 6.7500 801.56 95 6.5000 801.56 CLEARWATER FL 33765 1 04/12/05 04 0439233792 05 06/01/05 30.0000 205239765 O 05/01/35 0 9751528 Y21/G02 F 335,000.00 ZZ 360 335,000.00 1 6.2500 1744.79 77 6.0000 1744.79 TRINITY FL 34655 1 04/15/05 00 0439228503 03 06/01/05 0.0000 205245374 O 05/01/35 0 9751560 Y21/G02 F 350,000.00 ZZ 360 350,000.00 1 6.0000 1750.00 70 5.7500 1750.00 LIGHTHOUSE POIFL 33064 5 04/19/05 00 0439232380 05 06/01/05 0.0000 205280943 O 05/01/35 0 9782170 Y21/G02 F 263,000.00 ZZ 360 262,499.60 1 6.2500 1619.34 55 6.0000 1619.34 WINNETKA AREA CA 91306 5 04/25/05 00 0439332073 05 06/01/05 0.0000 205335357 O 05/01/35 0 9784086 286/286 F 152,000.00 ZZ 360 151,386.37 1 6.7500 985.87 80 6.5000 985.87 PORT ORCHARD WA 98366 5 04/05/05 00 0003970354 05 06/01/05 0.0000 0003970354 O 05/01/35 0 9789130 286/286 F 583,800.00 TX 360 582,662.25 1 6.1250 3547.24 80 5.8750 3547.24 DALLAS TX 75252 5 04/01/05 00 0003935753 03 06/01/05 0.0000 0003935753 O 05/01/35 0 9789288 286/286 F 436,000.00 ZZ 360 435,676.42 1 7.5000 3048.58 80 7.2500 3048.58 PHILADELPHIA PA 19129 1 05/10/05 00 0003379403 05 07/01/05 0.0000 0003379403 O 06/01/35 0 9789300 286/286 F 220,500.00 ZZ 360 220,305.45 1 6.6250 1411.89 58 6.3750 1411.89 YORKTOWN VA 23693 2 05/09/05 00 0003795147 03 07/01/05 0.0000 0003795147 O 06/01/35 0 9789322 286/286 F 272,000.00 ZZ 360 271,754.10 1 6.5000 1719.23 80 6.2500 1719.23 VA BEACH VA 23456 1 05/12/05 00 0003930679 05 07/01/05 0.0000 0003930679 O 06/01/35 0 9789362 286/286 F 273,888.00 ZZ 360 273,615.34 1 6.0000 1642.10 80 5.7500 1642.10 NORWALK CA 90650 1 05/12/05 00 0003987029 05 07/01/05 0.0000 0003987029 O 06/01/35 0 9789386 286/286 F 364,000.00 ZZ 360 363,628.88 1 5.8750 2153.20 57 5.6250 2153.20 MANASSAS VA 20112 1 05/19/05 00 0004003961 05 07/01/05 0.0000 0004003961 O 06/01/35 0 9789412 286/286 F 370,000.00 ZZ 360 369,345.30 1 6.6250 2369.16 84 6.3750 2369.16 MOUNT PLEASANTSC 29466 5 04/14/05 04 0004014830 05 06/01/05 12.0000 0004014830 O 05/01/35 0 9789438 286/286 F 331,400.00 ZZ 360 331,062.12 1 5.8750 1960.36 80 5.6250 1960.36 ROMOLAND CA 92585 1 05/09/05 00 0004027416 05 07/01/05 0.0000 0004027416 O 06/01/35 0 9789446 286/286 F 505,000.00 ZZ 360 504,497.26 1 6.0000 3027.74 58 5.7500 3027.74 BLUE BELL PA 19422 1 05/11/05 00 0004028025 05 07/01/05 0.0000 0004028025 O 06/01/35 0 9789520 286/286 F 304,800.00 ZZ 360 304,524.45 1 6.5000 1926.55 80 6.2500 1926.55 ALBUQUERQUE NM 87123 5 05/06/05 00 0004054204 05 07/01/05 0.0000 0004054204 O 06/01/35 0 9789588 286/286 F 80,000.00 ZZ 360 79,925.90 1 6.3750 499.10 80 6.1250 499.10 HIALEAH FL 33012 1 05/20/05 00 0004087888 08 07/01/05 0.0000 0004087888 O 06/01/35 0 9798272 R68/G02 F 93,500.00 ZZ 360 93,500.00 1 6.3750 583.32 51 6.1250 583.32 HOLLYWOOD FL 33023 5 06/03/05 00 0439423633 05 08/01/05 0.0000 20050895 O 07/01/35 0 9815262 F28/G02 F 520,000.00 ZZ 360 518,911.85 1 6.2500 3201.73 80 6.0000 3201.73 SAN DIEGO CA 92119 5 04/20/05 00 0439444480 05 06/01/05 0.0000 3381261 O 05/01/35 0 9818298 956/956 F 308,000.00 ZZ 360 307,385.23 1 6.0000 1846.62 56 5.7500 1846.62 SAN JOSE CA 95111 5 04/08/05 00 215030092 05 06/01/05 0.0000 215030092 O 05/01/35 0 9818302 956/956 F 280,000.00 ZZ 360 279,413.94 1 5.7500 1634.00 66 5.5000 1634.00 COVINA CA 91723 5 04/20/05 00 615030038 05 06/01/05 0.0000 615030038 O 05/01/35 0 9818322 956/956 F 260,000.00 ZZ 360 259,481.05 1 6.0000 1558.83 65 5.7500 1558.83 BETHEL CT 06801 5 04/16/05 00 1815030227 05 06/01/05 0.0000 1815030227 O 05/01/35 0 9818346 956/956 F 97,000.00 ZZ 360 96,905.72 1 6.1250 589.38 53 5.8750 589.38 RIVERVIEW FL 33569 5 05/09/05 00 4115040081 03 07/01/05 0.0000 4115040081 O 06/01/35 0 9818350 956/956 F 260,000.00 ZZ 360 259,747.29 1 6.1250 1579.79 47 5.8750 1579.79 FOUNTAIN VALLECA 92708 5 05/19/05 00 7715050009 05 07/01/05 0.0000 7715050009 O 06/01/35 0 9839718 696/G02 F 405,000.00 ZZ 360 405,000.00 1 6.8750 2320.31 90 6.6250 2320.31 WASHINGTON DC 20018 1 06/21/05 12 0439495797 05 08/01/05 25.0000 33905080 O 07/01/35 0 9846682 696/G02 F 279,900.00 ZZ 360 279,900.00 1 6.2500 1457.81 80 6.0000 1457.81 PURCELLVILLE VA 20132 1 06/24/05 00 0439503897 05 08/01/05 0.0000 24005148 O 07/01/35 0 9853773 Q72/905 F 400,000.00 ZZ 360 396,714.36 1 7.1250 2694.88 80 6.8750 2694.88 MANASSAS VA 20111 5 08/05/04 00 138889977 05 10/01/04 0.0000 138889977 O 09/01/34 0 9860047 E22/U57 F 446,200.00 ZZ 360 446,200.00 1 6.6250 2463.40 78 6.3750 2463.40 IRVINE CA 92614 5 03/15/05 00 0423434992 03 05/01/05 0.0000 0423434992 O 04/01/35 0 9864773 E22/U57 F 416,000.00 ZZ 360 414,865.68 2 6.5000 2629.40 80 6.2500 2629.40 VAN NUYS(LA) CA 91406 5 03/17/05 00 0423582238 05 05/01/05 0.0000 0423582238 O 04/01/35 0 9899115 N67/G02 F 136,000.00 ZZ 360 136,000.00 1 6.5000 736.67 80 6.2500 736.67 PHOENIX AZ 85021 5 03/28/05 00 0439206350 05 05/01/05 0.0000 1161012114 O 04/01/35 0 9899189 N67/G02 F 320,000.00 ZZ 360 320,000.00 1 5.7500 1533.33 80 5.5000 1533.33 BEL AIR MD 21015 5 04/04/05 00 0439201112 05 06/01/05 0.0000 3274025504 O 05/01/35 0 9899315 N67/G02 F 492,000.00 ZZ 360 492,000.00 1 5.8750 2408.75 80 5.6250 2408.75 BREA CA 92821 5 03/18/05 00 0439205832 05 05/01/05 0.0000 3318002757 O 04/01/35 0 9899347 N67/G02 F 400,000.00 ZZ 360 400,000.00 1 6.3750 2125.00 78 6.1250 2125.00 LAKESIDE CA 92040 5 03/30/05 00 0439206954 05 05/01/05 0.0000 3318002938 O 04/01/35 0 9899711 L14/G02 F 233,000.00 ZZ 360 233,000.00 1 6.2500 1213.54 43 6.0000 1213.54 ROHNERT PARK CA 94928 5 03/09/05 00 0439196270 05 05/01/05 0.0000 223302854 O 04/01/35 0 9902547 L14/G02 F 287,000.00 ZZ 360 281,624.48 1 5.7500 1375.21 77 5.5000 1350.41 LONG BEACH CA 90805 5 03/07/05 00 0439201831 05 05/01/05 0.0000 217304161 O 04/01/35 0 9902551 L14/G02 F 279,992.00 ZZ 360 279,992.00 1 6.1250 1429.13 80 5.8750 1429.13 WAXHAW NC 28173 1 03/23/05 00 0439201039 03 05/01/05 0.0000 101123627 O 04/01/35 0 9905827 X08/G02 F 50,500.00 ZZ 360 50,352.01 1 6.1250 306.84 61 5.8750 306.84 ST. GEORGE UT 84770 5 04/01/05 00 0439217837 01 05/01/05 0.0000 2819490 O 04/01/35 0 9916735 A11/G02 F 115,100.00 ZZ 360 115,100.00 1 6.3750 611.47 80 6.1250 611.47 WILMINGTON NC 28405 5 04/19/05 00 0439224411 05 06/01/05 0.0000 4674846480 O 05/01/35 0 9920555 E22/G02 F 224,000.00 ZZ 360 223,573.81 1 6.2500 1379.21 43 6.0000 1379.21 NORWALK CT 06851 5 05/02/05 00 0423663384 05 06/01/05 0.0000 0423663384 O 05/01/35 0 9926451 E22/U57 F 257,600.00 ZZ 360 257,367.12 1 6.5000 1628.21 70 6.2500 1628.21 MENOMONIE WI 54751 5 05/06/05 00 0423987858 05 07/01/05 0.0000 0423987858 O 06/01/35 0 9928823 E22/U57 F 142,500.00 ZZ 360 142,394.25 1 7.5000 996.38 95 7.2500 996.38 DEARBORN MI 48126 1 05/12/05 10 0424123271 05 07/01/05 30.0000 0424123271 O 06/01/35 0 9932407 E22/U57 F 58,050.00 ZZ 360 58,003.58 1 7.1250 391.09 90 6.8750 391.09 LAKE WORTH FL 33467 1 05/13/05 10 0424124055 01 07/01/05 30.0000 0424124055 O 06/01/35 0 9933237 L14/G02 F 175,012.00 ZZ 360 175,011.99 1 5.8750 856.83 68 5.6250 856.83 AURORA CO 80018 1 04/25/05 00 0439338476 03 06/01/05 0.0000 104129727 O 05/01/35 0 9933299 L14/G02 F 264,000.00 ZZ 360 264,000.00 1 6.1250 1347.50 80 5.8750 1347.50 BERLIN MD 21811 1 03/31/05 00 0439347717 03 05/01/05 0.0000 126400648 O 04/01/35 0 9933333 L14/G02 F 164,000.00 ZZ 360 164,000.00 1 6.0000 820.00 80 5.7500 820.00 RAMSEY MN 55303 5 04/20/05 00 0439348798 05 06/01/05 0.0000 208322672 O 05/01/35 0 9933397 L14/G02 F 292,000.00 ZZ 360 291,403.11 1 5.8750 1727.30 80 5.6250 1727.30 CORPUS CHRISTITX 78414 2 04/20/05 00 0439348749 05 06/01/05 0.0000 211010288 O 05/01/35 0 9933487 L14/G02 F 400,000.00 ZZ 360 399,999.99 1 6.8750 2291.67 79 6.6250 2291.67 DALLAS TX 75229 1 04/25/05 00 0439338203 03 06/01/05 0.0000 215508706 O 05/01/35 0 9933497 L14/G02 F 280,000.00 ZZ 360 279,441.11 1 6.0000 1678.75 41 5.7500 1678.75 BREA CA 92821 5 04/04/05 00 0439343625 05 06/01/05 0.0000 216704810 O 05/01/35 0 9933527 L14/G02 F 151,905.00 ZZ 360 151,649.03 1 6.8750 997.91 95 6.6250 997.91 PALMETTO FL 34221 1 04/18/05 11 0439337304 05 06/01/05 30.0000 237000728 O 05/01/35 0 9933647 L14/G02 F 510,300.00 ZZ 360 510,299.99 1 6.5000 2764.13 70 6.2500 2764.13 SANTA YNEZ CA 93460 1 04/22/05 00 0439337395 05 06/01/05 0.0000 217340233 O 05/01/35 0 9933649 L14/G02 F 248,000.00 ZZ 360 247,249.99 1 6.2500 1291.67 53 6.0000 1291.67 PASO ROBLES CA 93446 5 04/14/05 00 0439341447 03 06/01/05 0.0000 217350062 O 05/01/35 0 9933725 L14/G02 F 112,800.00 ZZ 360 112,800.00 1 6.0000 564.00 47 5.7500 564.00 ARLINGTON WA 98223 2 04/18/05 00 0439337684 05 06/01/05 0.0000 220207734 O 05/01/35 0 9933733 L14/G02 F 267,000.00 ZZ 360 267,000.00 1 6.2500 1390.63 80 6.0000 1390.62 RENTON WA 98058 5 04/13/05 00 0439337155 03 06/01/05 0.0000 220701428 O 05/01/35 0 9934183 944/G02 F 359,000.00 ZZ 360 358,960.08 1 6.0000 1795.00 60 5.7500 1795.00 SAN LORENZO CA 94580 2 04/18/05 00 0439330325 09 06/01/05 0.0000 1817343 O 05/01/35 0 9941249 944/G02 F 350,350.00 ZZ 360 350,350.00 1 5.8750 1715.26 80 5.6250 1715.26 WINCHESTER CA 92596 1 04/22/05 00 0439330366 03 06/01/05 0.0000 1001821322 O 05/01/35 0 9941291 944/G02 F 320,000.00 ZZ 360 320,000.00 1 6.0000 1600.00 80 5.7500 1600.00 COMMERCE CA 90040 1 04/26/05 00 0439331000 05 06/01/05 0.0000 1816738 O 05/01/35 0 9941311 944/G02 F 276,000.00 ZZ 360 276,000.00 1 6.2500 1437.50 80 6.0000 1437.50 GYPSUM CO 81637 1 05/03/05 00 0439330242 03 07/01/05 0.0000 1001823368 O 06/01/35 0 9941513 E22/U57 F 250,000.00 ZZ 360 249,779.43 1 6.6250 1600.78 69 6.3750 1600.78 SELMA CA 93662 5 05/13/05 00 0424038206 05 07/01/05 0.0000 0424038206 O 06/01/35 0 9941757 E22/U57 F 252,000.00 ZZ 360 252,000.00 1 6.5000 1365.00 80 6.2500 1365.00 JACKSON TOWNSHNJ 08527 5 05/13/05 00 0423635283 05 07/01/05 0.0000 0423635283 O 06/01/35 0 9943959 E22/U57 F 275,500.00 ZZ 360 275,500.00 1 6.8750 1578.39 95 6.6250 1578.39 BOTHELL WA 98012 5 05/11/05 01 0424095537 05 07/01/05 30.0000 0424095537 O 06/01/35 0 9943995 E22/G02 F 338,388.00 ZZ 360 338,388.00 1 6.0000 1691.94 75 5.7500 1691.94 TURLOCK CA 95382 1 05/13/05 00 0424122620 05 07/01/05 0.0000 0424122620 O 06/01/35 0 9945251 E22/U57 F 148,000.00 TX 360 147,869.42 1 6.6250 947.66 80 6.3750 947.66 ARLINGTON TX 76017 5 05/17/05 00 0424082337 05 07/01/05 0.0000 0424082337 O 06/01/35 0 9946263 U05/G02 F 380,000.00 ZZ 360 379,648.04 1 6.3750 2370.71 80 6.1250 2370.71 PALM BEACH GARFL 33410 1 05/20/05 00 0439340159 03 07/01/05 0.0000 3000740192 O 06/01/35 0 9946371 H58/G02 F 633,750.00 ZZ 360 633,148.67 1 6.2500 3902.11 65 6.0000 3902.11 CLAYTON CA 94517 5 05/06/05 00 0439483157 05 07/01/05 0.0000 0000300653 O 06/01/35 0 9946497 025/025 F 295,000.00 ZZ 360 295,000.00 1 5.7500 1413.54 79 5.5000 1413.54 GLENSIDE PA 19038 2 03/25/05 00 0143394047 05 05/01/05 0.0000 0143394047 O 04/01/35 0 9946661 025/025 F 155,000.00 ZZ 360 154,363.23 1 5.8750 916.88 80 5.6250 916.88 ROANOKE VA 24018 5 02/24/05 00 0032191207 05 04/01/05 0.0000 0032191207 O 03/01/35 0 9946709 025/025 F 112,000.00 ZZ 360 111,687.15 1 6.3750 698.73 75 6.1250 698.73 SAINT CLOUD FL 34771 5 03/16/05 00 0033808924 05 05/01/05 0.0000 0033808924 O 04/01/35 0 9946823 025/025 F 272,000.00 ZZ 360 271,183.60 1 6.0000 1630.78 69 5.7500 1630.78 BENICIA CA 94510 5 03/11/05 00 0201407616 05 05/01/05 0.0000 0201407616 O 04/01/35 0 9946935 025/025 F 130,000.00 ZZ 240 129,164.09 1 6.1250 940.76 57 5.8750 940.76 SURPRISE AZ 85379 5 03/22/05 00 0201443231 05 05/01/05 0.0000 0201443231 O 04/01/25 0 9946955 025/025 F 500,000.00 ZZ 360 499,926.39 1 6.0000 2500.00 71 5.7500 2499.63 ELK GROVE CA 95624 1 03/22/05 00 0134979145 05 05/01/05 0.0000 0134979145 O 04/01/35 0 9947047 025/025 F 216,000.00 ZZ 360 215,465.75 1 7.0000 1437.05 90 6.7500 1437.05 MARIPOSA CA 95338 5 03/24/05 04 0143041002 05 05/01/05 25.0000 0143041002 O 04/01/35 0 9947051 025/025 F 67,000.00 ZZ 360 66,449.94 1 6.8750 440.14 76 6.6250 440.14 NEW HOLSTEIN WI 53061 5 03/17/05 00 0143041226 05 05/01/05 0.0000 0143041226 O 04/01/35 0 9947057 025/025 F 145,000.00 ZZ 360 145,000.00 1 6.5000 785.42 78 6.2500 785.42 MARSHFIELD MA 02050 2 02/25/05 00 0143041861 01 05/01/05 0.0000 0143041861 O 04/01/35 0 9947105 025/025 F 359,500.00 ZZ 360 357,892.59 1 6.3750 2242.81 78 6.1250 2242.81 LOMPOC CA 93436 5 03/10/05 00 0201450434 05 05/01/05 0.0000 0201450434 O 04/01/35 0 9947281 025/025 F 148,000.00 ZZ 360 147,586.57 1 6.3750 923.33 73 6.1250 923.33 MESA AZ 85215 5 03/21/05 00 0143378784 03 05/01/05 0.0000 0143378784 O 04/01/35 0 9947371 025/025 F 525,000.00 ZZ 360 522,348.09 1 6.8750 3448.88 80 6.6250 3448.88 SANTA CLARA CA 95051 5 02/28/05 00 0143149797 05 04/01/05 0.0000 0143149797 O 03/01/35 0 9947387 025/025 F 275,000.00 ZZ 360 273,922.65 1 6.1250 1670.93 62 5.8750 1670.93 BUENA PARK CA 90620 5 02/22/05 00 0143153401 05 04/01/05 0.0000 0143153401 O 03/01/35 0 9947453 025/025 F 320,000.00 ZZ 360 320,000.00 1 6.1250 1633.33 78 5.8750 1633.33 LOS ANGELES CA 91042 5 03/15/05 00 0143163863 05 05/01/05 0.0000 0143163863 O 04/01/35 0 9947467 025/025 F 248,000.00 ZZ 360 247,307.23 1 6.3750 1547.20 80 6.1250 1547.20 ROSEVILLE CA 95678 5 03/17/05 00 0143165157 05 05/01/05 0.0000 0143165157 O 04/01/35 0 9947509 025/025 F 359,650.00 ZZ 360 358,669.29 1 6.5000 2273.24 72 6.2500 2273.24 NIANTIC CT 06357 5 03/24/05 00 0143169860 05 05/01/05 0.0000 0143169860 O 04/01/35 0 9947557 025/025 F 533,000.00 ZZ 360 531,386.97 1 6.0000 2665.00 70 5.7500 2659.61 LAKESIDE CA 92040 5 03/11/05 00 0143201168 05 05/01/05 0.0000 0143201168 O 04/01/35 0 9947577 025/025 F 207,992.00 ZZ 360 207,992.00 1 6.0000 1039.96 80 5.7500 1039.96 MIAMI FL 33177 1 02/25/05 00 0029129657 05 04/01/05 0.0000 0029129657 O 03/01/35 0 9947697 025/025 F 284,000.00 ZZ 360 282,989.38 1 6.6250 1818.48 80 6.3750 1818.48 TAMPA FL 33611 5 02/22/05 00 0143284107 05 04/01/05 0.0000 0143284107 O 03/01/35 0 9947869 T08/G02 F 370,000.00 ZZ 360 369,622.77 1 5.8750 2188.69 71 5.6250 2188.69 UPLAND CA 91786 5 05/03/05 00 0439350836 05 07/01/05 0.0000 45200058 O 06/01/35 0 9949049 X05/G02 F 264,000.00 ZZ 360 264,000.00 1 5.7500 1265.00 60 5.5000 1265.00 CORONA CA 92882 5 05/16/05 00 0439343245 05 07/01/05 0.0000 11505041 O 06/01/35 0 9951279 808/G02 F 275,000.00 ZZ 360 274,476.76 1 6.2500 1693.23 73 6.0000 1693.23 MORENO VALLEY CA 92555 5 04/15/05 00 0439342080 05 06/01/05 0.0000 9338338 O 05/01/35 0 9951375 808/G02 F 268,000.00 ZZ 360 268,000.00 1 5.8750 1312.08 80 5.6250 1312.08 AUBURN CA 95603 1 05/02/05 00 0439338138 05 07/01/05 0.0000 9338772 O 06/01/35 0 9952073 A11/G02 F 276,425.00 ZZ 360 276,175.10 1 6.5000 1747.20 71 6.2500 1747.20 NEW BEDFORD MA 02740 5 05/06/05 00 0439345018 05 07/01/05 0.0000 4674792739 O 06/01/35 0 9952151 A11/G02 F 277,275.00 ZZ 360 277,275.00 1 7.5000 1732.97 95 7.2500 1732.97 MILLVILLE NJ 08332 1 05/13/05 04 0439345950 05 07/01/05 30.0000 4673861194 O 06/01/35 0 9952251 E82/G02 F 175,200.00 ZZ 360 175,045.42 1 6.6250 1121.83 91 6.3750 1121.83 MINOOKA IL 60447 2 05/24/05 04 0401096615 03 07/01/05 30.0000 0401096615 O 06/01/35 0 9952641 808/G02 F 293,300.00 ZZ 360 293,300.00 1 5.8750 1435.95 70 5.6250 1435.95 MANTECA CA 95336 5 05/02/05 00 0439343294 05 07/01/05 0.0000 9437630 O 06/01/35 0 9952801 A11/G02 F 160,000.00 ZZ 360 159,855.36 1 6.5000 1011.31 80 6.2500 1011.31 GROSSE POINTE MI 48230 5 05/16/05 00 0439340928 05 07/01/05 0.0000 7275034286 O 06/01/35 0 9953815 N67/G02 F 284,525.00 ZZ 360 284,525.00 1 7.3750 1748.64 95 6.5550 1748.64 GAITHERSBURG MD 20879 1 03/17/05 37 0439383407 03 05/01/05 35.0000 3275005551 O 04/01/35 0 9953833 N67/G02 F 340,000.00 ZZ 240 337,876.94 1 6.3750 2509.99 80 6.1250 2509.99 QUEENS VILLAGENY 11427 5 03/25/05 00 0439410820 05 05/01/05 0.0000 3275005570 O 04/01/25 0 9953845 N67/G02 F 315,000.00 ZZ 360 314,469.20 1 6.8750 2069.33 80 6.6250 2069.33 STRATHAM NH 03885 2 04/11/05 00 0439372293 05 06/01/05 0.0000 3275005612 O 05/01/35 0 9954049 N67/G02 F 243,400.00 ZZ 360 242,752.19 1 6.6250 1558.52 80 6.3750 1558.52 LAS VEGAS NV 89131 1 03/21/05 00 0439424409 03 05/01/05 0.0000 3315005972 O 04/01/35 0 9954077 N67/G02 F 725,600.00 ZZ 360 725,600.00 1 6.6250 4005.92 75 6.3750 4005.92 PALM SPRINGS CA 92262 1 04/13/05 00 0439374109 03 06/01/05 0.0000 3318003205 O 05/01/35 0 9954089 N67/G02 F 900,000.00 ZZ 360 900,000.00 1 6.0000 4500.00 67 5.7500 4500.00 DEL MAR CA 92014 5 05/05/05 00 0439425653 05 07/01/05 0.0000 3318003497 O 06/01/35 0 9955465 N67/G02 F 219,300.00 ZZ 360 218,981.55 1 7.6250 1552.19 90 7.3750 1552.19 PORT ST LUCIE FL 34953 1 04/28/05 12 0439423682 03 06/01/05 30.0000 3254019609 O 05/01/35 0 9955501 N67/G02 F 201,100.00 ZZ 360 200,726.49 1 6.3750 1254.60 90 6.1250 1254.60 FORT MYERS FL 33919 1 04/27/05 01 0439355009 03 06/01/05 30.0000 3254020122 O 05/01/35 0 9955569 N67/G02 F 35,500.00 ZZ 360 35,432.46 1 6.2500 218.58 20 6.0000 218.58 DELEWARE OH 43015 1 04/04/05 00 0439412248 05 06/01/05 0.0000 3255006960 O 05/01/35 0 9955629 N67/G02 F 30,000.00 ZZ 360 29,944.29 1 6.3750 187.16 17 6.1250 187.16 KISSIMMEE FL 34758 1 04/11/05 00 0439357906 03 06/01/05 0.0000 3255007191 O 05/01/35 0 9955651 N67/G02 F 328,000.00 ZZ 360 326,967.72 1 5.7500 1914.12 80 5.5000 1914.12 FAIR LAWN NJ 07410 5 03/17/05 00 0439427048 05 05/01/05 0.0000 3271000371 O 04/01/35 0 9955905 N67/G02 F 139,920.00 ZZ 360 139,695.55 1 7.1250 942.67 80 6.8750 942.67 ENFIELD CT 06082 1 04/28/05 00 0439424433 05 06/01/05 0.0000 3274027282 O 05/01/35 0 9955973 N67/G02 F 384,000.00 ZZ 360 383,352.93 1 6.8750 2522.61 79 6.6250 2522.61 SILVER SPRING MD 20904 5 04/22/05 00 0439426511 05 06/01/05 0.0000 3274027488 O 05/01/35 0 9955989 N67/G02 F 302,000.00 ZZ 360 301,407.30 1 6.6250 1933.74 80 6.3750 1933.74 WORCESTER MA 01605 1 04/29/05 00 0439372897 05 06/01/05 0.0000 3274027530 O 05/01/35 0 9956103 N67/G02 F 324,450.00 ZZ 360 324,450.00 2 6.2500 1689.84 90 6.0000 1689.84 BROOKLYN NY 11233 1 04/21/05 96 0439410663 05 06/01/05 0.0000 3274026827 O 05/01/35 0 9956279 N67/G02 F 203,200.00 ZZ 360 203,029.29 1 6.8750 1334.88 80 6.6250 1334.88 CAPE CORAL FL 33991 1 05/13/05 00 0439413352 05 07/01/05 0.0000 3339001980 O 06/01/35 0 9956705 N67/G02 F 498,750.00 ZZ 360 498,750.00 1 7.8750 3273.05 95 7.6250 3273.05 CHANDLER AZ 85225 1 05/13/05 01 0439422478 03 07/01/05 35.0000 1161012825 O 06/01/35 0 9956791 N67/G02 F 321,872.00 ZZ 360 321,075.87 1 7.0000 2141.42 80 6.7500 2141.42 AURORA CO 80016 1 03/25/05 00 0439429028 03 05/01/05 0.0000 1165007797 O 04/01/35 0 9956833 N67/G02 F 135,074.00 ZZ 360 134,857.32 1 7.1250 910.02 95 6.8750 910.02 ALBUQUERQUE NM 87121 1 04/21/05 14 0439427451 05 06/01/05 35.0000 1165007928 O 05/01/35 0 9956891 N67/G02 F 337,250.00 ZZ 360 336,945.12 1 6.5000 2131.65 95 6.2500 2131.65 BROOKLYN NY 11234 1 05/18/05 01 0439413154 05 07/01/05 35.0000 3274023111 O 06/01/35 0 9956901 N67/G02 F 147,900.00 ZZ 360 147,638.30 1 6.6250 947.02 80 6.3750 947.02 DERRY NH 03038 1 04/29/05 00 0439427337 05 06/01/05 0.0000 3274024714 O 05/01/35 0 9957041 N67/G02 F 320,000.00 ZZ 360 319,419.86 1 6.5000 2022.62 80 6.2500 2022.62 CHANDLER AZ 85248 5 04/28/05 00 0439360132 03 06/01/05 0.0000 1750300562 O 05/01/35 0 9957043 N67/G02 F 297,263.00 ZZ 360 297,263.00 1 6.2500 1548.24 80 6.0000 1548.24 CHANDLER AZ 85249 1 05/02/05 00 0439363599 03 07/01/05 0.0000 1760006501 O 06/01/35 0 9957053 N67/G02 F 302,598.00 ZZ 360 302,598.00 1 6.5000 1639.07 80 6.2500 1639.07 CHANDLER AZ 85249 1 05/01/05 00 0439427246 03 07/01/05 0.0000 1760006795 O 06/01/35 0 9957157 N67/G02 F 270,000.00 ZZ 360 269,533.77 1 6.7500 1751.21 60 6.5000 1751.21 TRUSSVILLE AL 35173 1 04/12/05 00 0439355314 03 06/01/05 0.0000 3253000237 O 05/01/35 0 9958333 462/G02 F 203,750.00 ZZ 360 203,556.67 1 6.2500 1254.53 95 6.0000 1254.53 ZEPHYRHILLS FL 33544 1 05/13/05 04 0439373010 03 07/01/05 30.0000 7570880 O 06/01/35 0 9958365 462/G02 F 345,300.00 ZZ 360 344,972.36 1 6.2500 2126.08 80 6.0000 2126.08 GARDENA CA 90247 1 05/09/05 00 0439362856 03 07/01/05 0.0000 6167688 O 06/01/35 0 9958369 462/G02 F 130,350.00 ZZ 360 130,226.32 1 6.2500 802.59 80 6.0000 802.59 MARANA AZ 85653 1 05/02/05 00 0439354044 03 07/01/05 0.0000 5263181 O 06/01/35 0 9958417 462/G02 F 188,000.00 ZZ 360 187,659.16 1 6.5000 1188.29 95 6.2500 1188.29 ORLANDO FL 32832 1 04/21/05 11 0439353012 01 06/01/05 30.0000 0008122988 O 05/01/35 0 9958431 462/G02 F 286,450.00 ZZ 360 285,930.68 1 6.5000 1810.56 80 6.2500 1810.56 KISSIMMEE FL 34744 1 04/18/05 00 0439355116 03 06/01/05 0.0000 6791685 O 05/01/35 0 9958459 462/G02 F 263,500.00 ZZ 360 263,231.34 1 5.8750 1558.71 57 5.6250 1558.71 MURRIETA CA 92562 1 05/06/05 00 0439368531 05 07/01/05 0.0000 0008748188 O 06/01/35 0 9958463 462/G02 F 328,500.00 ZZ 360 328,195.74 1 6.3750 2049.42 80 6.1250 2049.42 CHICAGO IL 60630 1 05/16/05 00 0439369364 01 07/01/05 0.0000 8494999 O 06/01/35 0 9958465 462/G02 F 108,100.00 ZZ 360 107,908.72 1 6.6250 692.18 80 6.3750 692.18 HOUSTON TX 77044 1 04/15/05 00 0439367954 03 06/01/05 0.0000 8524084 O 05/01/35 0 9958487 462/G02 F 400,000.00 ZZ 360 399,309.26 1 6.7500 2594.40 90 6.5000 2594.40 INDIAN HEAD MD 20640 1 04/22/05 01 0439372822 03 06/01/05 25.0000 0005619283 O 05/01/35 0 9958929 462/G02 F 445,000.00 ZZ 360 444,111.79 1 6.0000 2668.00 74 5.7500 2668.00 SAN CLEMENTE CA 92673 1 04/12/05 00 0439368358 01 06/01/05 0.0000 0007884182 O 05/01/35 0 9958939 462/G02 F 342,500.00 ZZ 360 341,908.56 1 6.7500 2221.45 89 6.5000 2221.45 AUSTIN TX 78738 1 04/29/05 04 0439362229 03 06/01/05 25.0000 0008361982 O 05/01/35 0 9958943 462/G02 F 391,150.00 ZZ 360 390,350.46 1 5.8750 2313.80 80 5.6250 2313.80 LA QUINTA CA 92253 1 04/27/05 00 0439351602 03 06/01/05 0.0000 0006479281 O 05/01/35 0 9958983 462/G02 F 334,000.00 ZZ 360 333,379.65 1 6.3750 2083.73 80 6.1250 2083.73 GARDENA CA 90247 1 04/20/05 00 0439369455 03 06/01/05 0.0000 0006344584 O 05/01/35 0 9958987 462/G02 F 356,000.00 ZZ 360 355,322.66 1 6.2500 2191.96 74 6.0000 2191.96 WINDSOR CO 80550 1 04/21/05 00 0439353020 03 06/01/05 0.0000 0006179089 O 05/01/35 0 9959025 462/G02 F 251,750.00 ZZ 360 251,533.24 1 6.7500 1632.85 95 6.5000 1632.85 ORLANDO FL 32828 1 05/02/05 01 0439364886 03 07/01/05 30.0000 0008521981 O 06/01/35 0 9959029 462/G02 F 329,750.00 ZZ 360 329,437.12 1 6.2500 2030.33 95 6.0000 2030.33 LAS VEGAS NV 89149 1 05/06/05 04 0439363409 03 07/01/05 30.0000 0007351281 O 06/01/35 0 9959041 462/G02 F 274,150.00 ZZ 360 273,628.39 1 6.2500 1687.99 80 6.0000 1687.99 NAPLES FL 34119 1 04/29/05 00 0439368408 03 06/01/05 0.0000 0007304389 O 05/01/35 0 9959045 462/G02 F 542,150.00 ZZ 360 541,067.86 1 6.0000 3250.47 75 5.7500 3250.47 ESCONDIDO CA 92026 1 04/07/05 00 0439351420 03 06/01/05 0.0000 0008002982 O 05/01/35 0 9959055 462/G02 F 395,950.00 ZZ 360 395,214.58 1 6.3750 2470.22 90 6.1250 2470.22 MIAMI FL 33194 1 04/25/05 04 0439368523 05 06/01/05 25.0000 0005314182 O 05/01/35 0 9959097 H58/G02 F 490,000.00 ZZ 360 490,000.00 1 6.1250 2501.04 70 5.8750 2501.04 DALY CITY CA 94015 5 05/02/05 00 0439358441 05 07/01/05 0.0000 288372 O 06/01/35 0 9959137 H58/G02 F 270,000.00 ZZ 360 270,000.00 1 6.1250 1378.13 73 5.8750 1378.13 LIVINGSTON CA 95334 1 05/09/05 00 0439358425 05 07/01/05 0.0000 298643 O 06/01/35 0 9959165 H58/G02 F 220,000.00 ZZ 360 220,000.00 1 5.8750 1077.08 80 5.6250 1077.08 OROVILLE CA 95965 5 05/04/05 00 0439358722 05 07/01/05 0.0000 297851 O 06/01/35 0 9959275 H58/G02 F 269,600.00 ZZ 360 269,600.00 1 6.2500 1404.17 80 6.0000 1404.17 GLENDALE AZ 85308 1 05/04/05 00 0439360769 03 07/01/05 0.0000 294631 O 06/01/35 0 9959305 H58/G02 F 220,500.00 ZZ 360 220,500.00 1 6.8750 1263.28 90 6.6250 1263.28 LAKESIDE CA 92040 1 05/06/05 11 0439366485 01 07/01/05 25.0000 299238 O 06/01/35 0 9964195 X64/G02 F 320,000.00 ZZ 360 320,000.00 1 6.2500 1970.30 80 6.0000 1970.30 SWARTZ CREEK MI 48473 5 05/27/05 00 0439361478 05 08/01/05 0.0000 0000044469 O 07/01/35 0 9964393 E22/G02 F 90,250.00 ZZ 360 90,250.00 1 6.8750 592.88 95 6.6250 592.88 PENSACOLA FL 32507 2 05/27/05 04 0423441047 05 08/01/05 30.0000 0423441047 O 07/01/35 0 9964747 E22/G02 F 108,800.00 ZZ 360 108,800.00 1 6.3750 678.77 80 6.1250 678.77 WALLED LAKE MI 48390 1 06/02/05 00 0424382661 05 08/01/05 0.0000 0424382661 O 07/01/35 0 9965037 L49/G02 F 141,500.00 ZZ 360 141,365.74 1 6.2500 871.24 80 6.0000 871.24 QUEEN CREEK AZ 85242 1 05/16/05 00 0439358078 03 07/01/05 0.0000 10023104 O 06/01/35 0 9965213 E82/G02 F 234,550.00 ZZ 360 234,550.00 1 6.5000 1482.52 79 6.2500 1482.52 FOUNTAIN HILLSAZ 85268 2 06/01/05 00 0401124540 05 08/01/05 0.0000 0401124540 O 07/01/35 0 9965281 X08/G02 F 136,800.00 ZZ 360 136,800.00 1 6.1200 697.68 80 5.8700 697.68 SARATOGA SPRINUT 84043 1 05/12/05 00 0439363375 03 07/01/05 0.0000 6052119 O 06/01/35 0 9965311 X08/G02 F 189,600.00 ZZ 360 189,424.39 1 6.3750 1182.86 80 6.1250 1182.86 SALT LAKE CITYUT 84109 1 05/18/05 00 0439363938 05 07/01/05 0.0000 6054026 O 06/01/35 0 9965391 E82/G02 F 109,000.00 ZZ 360 109,000.00 1 6.1250 662.29 25 5.8750 662.29 THE WOODLANDS TX 77381 2 05/30/05 00 0401123401 03 08/01/05 0.0000 0401123401 O 07/01/35 0 9966761 E82/G02 F 140,250.00 ZZ 360 140,250.00 1 6.5000 886.48 85 6.2500 886.48 SAN ANTONIO TX 78240 2 06/02/05 04 0401127592 03 08/01/05 12.0000 0401127592 O 07/01/35 0 9967089 313/G02 F 70,000.00 ZZ 360 69,935.17 1 6.3750 436.71 30 6.1250 436.71 NORRISTOWN PA 19401 1 05/20/05 00 0439477266 01 07/01/05 0.0000 10622108 O 06/01/35 0 9967093 313/G02 F 300,000.00 ZZ 360 299,715.34 1 6.2500 1847.16 80 6.0000 1847.16 JEFFERSON GA 30549 2 05/26/05 00 0439477282 05 07/01/05 0.0000 10662534 O 06/01/35 0 9967105 313/G02 F 508,000.00 ZZ 360 507,517.98 2 6.2500 3127.85 80 6.0000 3127.85 GLENDALE CA 91201 5 05/11/05 00 0439379462 05 07/01/05 0.0000 10662898 O 06/01/35 0 9968657 U05/G02 F 120,000.00 ZZ 360 119,891.52 1 6.5000 758.48 71 6.2500 758.48 SAINT PETERSBUFL 33712 5 05/24/05 00 0439372772 05 07/01/05 0.0000 3000757258 O 06/01/35 0 9968871 E22/G02 F 78,280.00 ZZ 360 78,280.00 1 7.0000 520.80 95 6.7500 520.80 MARLOW OK 73055 1 06/06/05 10 0424153682 05 08/01/05 30.0000 0424153682 O 07/01/35 0 9969069 E22/G02 F 144,000.00 ZZ 360 144,000.00 1 6.7500 933.98 80 6.5000 933.98 EDWARDSBURG MI 49112 5 06/01/05 00 0424293637 05 08/01/05 0.0000 0424293637 O 07/01/35 0 9969105 E22/G02 F 65,250.00 ZZ 360 65,250.00 1 6.7500 423.21 90 6.5000 423.21 SPRINGFIELD MO 65802 1 06/06/05 04 0424327385 05 08/01/05 25.0000 0424327385 O 07/01/35 0 9969143 E22/G02 F 120,000.00 TX 360 120,000.00 1 6.6250 768.37 80 6.3750 768.37 DALLAS TX 75243 5 06/01/05 00 0424356046 05 08/01/05 0.0000 0424356046 O 07/01/35 0 9971469 E22/G02 F 76,500.00 ZZ 360 76,500.00 1 6.6250 489.84 79 6.3750 489.84 MARION IL 62959 5 06/02/05 00 0424117752 05 08/01/05 0.0000 0424117752 O 07/01/35 0 9971675 E22/G02 F 89,500.00 ZZ 360 89,500.00 1 6.8750 587.95 90 6.6250 587.95 OKLAHOMA CITY OK 73106 5 06/02/05 10 0424376861 05 08/01/05 25.0000 0424376861 O 07/01/35 0 9974625 E22/G02 F 86,260.00 ZZ 360 86,260.00 1 7.0000 573.89 95 6.7500 573.89 EDMOND OK 73034 5 06/03/05 04 0424073385 05 08/01/05 30.0000 0424073385 O 07/01/35 0 9974645 E22/G02 F 84,000.00 ZZ 360 84,000.00 1 6.5000 530.94 95 6.2500 530.94 NEW BERN NC 28560 5 06/03/05 01 0424116911 05 08/01/05 30.0000 0424116911 O 07/01/35 0 9974701 E22/G02 F 120,000.00 ZZ 360 120,000.00 1 6.1250 729.13 79 5.8750 729.13 CANON CITY CO 81212 2 06/03/05 00 0424213429 05 08/01/05 0.0000 0424213429 O 07/01/35 0 9974831 E22/G02 F 92,000.00 ZZ 360 92,000.00 1 6.5000 581.50 86 6.2500 581.50 BAYTOWN TX 77520 4 06/03/05 10 0424327922 05 08/01/05 25.0000 0424327922 O 07/01/35 0 9974917 E22/G02 F 76,500.00 ZZ 360 76,500.00 1 6.8750 502.55 90 6.6250 502.55 FORT SMITH AR 72904 5 06/03/05 10 0424382042 05 08/01/05 25.0000 0424382042 O 07/01/35 0 9976967 E82/G02 F 121,300.00 ZZ 360 121,300.00 1 6.1250 737.03 80 5.8750 737.03 ST CLOUD FL 34771 2 06/03/05 00 0401123161 05 08/01/05 0.0000 0401123161 O 07/01/35 0 9976973 E82/G02 F 113,750.00 ZZ 360 113,750.00 1 6.5000 718.98 60 6.2500 718.98 MESA AZ 85201 2 06/03/05 00 0401131974 05 08/01/05 0.0000 0401131974 O 07/01/35 0 9976979 E82/G02 F 95,700.00 ZZ 360 95,700.00 1 6.2500 589.24 74 6.0000 589.24 LITHIA FL 33547 2 06/03/05 00 0401108758 05 08/01/05 0.0000 0401108758 O 07/01/35 0 9977057 S27/G02 F 280,000.00 ZZ 360 280,000.00 1 6.0000 1678.75 80 5.7500 1678.75 MIAMI FL 33196 5 06/03/05 00 0439379009 05 08/01/05 0.0000 1010041570 O 07/01/35 0 9977089 A52/G02 F 112,000.00 ZZ 360 111,896.27 1 6.3750 698.73 80 6.1250 698.73 ANTIOCH TN 37013 1 06/03/05 00 0439378605 05 07/01/05 0.0000 34082 O 06/01/35 0 9977149 M40/G02 F 468,000.00 ZZ 360 467,511.38 1 5.7500 2731.12 55 5.5000 2731.12 ORANGE CA 92867 5 05/26/05 00 0439388158 03 07/01/05 0.0000 I05127 O 06/01/35 0 9977563 E22/G02 F 74,000.00 ZZ 360 74,000.00 1 6.1250 449.63 36 5.8750 449.63 COMMERCE CITY CO 80022 2 06/03/05 00 0423954114 05 08/01/05 0.0000 0423954114 O 07/01/35 0 9977617 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.6250 640.31 80 6.3750 640.31 TEMPLE ME 04984 5 06/03/05 00 0424224483 05 08/01/05 0.0000 0424224483 O 07/01/35 0 9977767 E82/G02 F 80,000.00 ZZ 360 80,000.00 1 7.1250 538.98 75 6.8750 538.98 SAINT JAMES MO 65559 5 06/07/05 00 0401127873 05 08/01/05 0.0000 0401127873 O 07/01/35 0 9977789 E82/G02 F 95,800.00 ZZ 360 95,800.00 1 6.6250 613.42 90 6.3750 613.42 IDAHO FALLS ID 83402 2 06/07/05 04 0401132220 05 08/01/05 25.0000 0401132220 O 07/01/35 0 9977961 462/G02 F 485,200.00 ZZ 360 485,200.00 1 6.0000 2426.00 80 5.7500 2426.00 GAINESVILLE VA 20155 1 05/31/05 00 0439462094 03 07/01/05 0.0000 0007914088 O 06/01/35 0 9978141 H58/G02 F 307,000.00 ZZ 360 307,000.00 1 5.8750 1503.02 72 5.6250 1503.02 OAKLAND CA 94601 2 05/05/05 00 0439410424 05 07/01/05 0.0000 297970 O 06/01/35 0 9978155 H58/G02 F 276,000.00 ZZ 360 276,000.00 4 6.2500 1437.50 80 6.0000 1437.50 NORTH LAS VEGANV 89030 1 05/10/05 00 0439394750 05 07/01/05 0.0000 301596 O 06/01/35 0 9979359 L21/G02 F 416,000.00 ZZ 360 415,575.87 1 5.8750 2460.80 80 5.6250 2460.80 SANTA ROSA CA 95407 5 05/25/05 00 0439409756 05 07/01/05 0.0000 32504580 O 06/01/35 0 9979369 E22/G02 F 149,500.00 ZZ 360 149,500.00 1 6.2500 920.50 50 6.0000 920.50 STAFFORD TOWNSNJ 08050 1 06/10/05 00 0423468396 05 08/01/05 0.0000 0423468396 O 07/01/35 0 9979439 E22/G02 F 118,000.00 ZZ 360 118,000.00 1 6.5000 745.84 92 6.2500 745.84 DECATUR AL 35601 2 06/06/05 10 0424053619 05 08/01/05 30.0000 0424053619 O 07/01/35 0 9979461 E22/G02 F 84,000.00 ZZ 360 84,000.00 1 6.0000 503.62 50 5.7500 503.62 BARTLETT TN 38135 1 06/10/05 00 0424119790 05 08/01/05 0.0000 0424119790 O 07/01/35 0 9979521 E22/G02 F 110,400.00 ZZ 360 110,400.00 1 6.5000 697.80 80 6.2500 697.80 TITUSVILLE FL 32780 5 06/06/05 00 0424233054 05 08/01/05 0.0000 0424233054 O 07/01/35 0 9979579 E22/G02 F 88,400.00 TX 360 88,400.00 1 6.3750 551.50 80 6.1250 551.50 KATY TX 77450 5 06/06/05 00 0424280071 03 08/01/05 0.0000 0424280071 O 07/01/35 0 9979589 462/G02 F 286,600.00 ZZ 360 286,600.00 1 6.1250 1462.85 80 5.8750 1462.85 BAKERSFIELD CA 93312 1 05/20/05 00 0439458035 05 07/01/05 0.0000 0008286486 O 06/01/35 0 9979645 E22/G02 F 190,000.00 ZZ 360 190,000.00 1 6.5000 1200.93 95 6.2500 1200.93 LUTZ FL 33559 5 06/06/05 10 0424314300 03 08/01/05 30.0000 0424314300 O 07/01/35 0 9979649 E22/G02 F 250,000.00 ZZ 360 250,000.00 1 6.2500 1539.29 72 6.0000 1539.29 COOS BAY OR 97420 1 06/03/05 00 0424315174 05 08/01/05 0.0000 0424315174 O 07/01/35 0 9979905 E82/G02 F 106,600.00 ZZ 360 106,600.00 1 6.2500 656.35 72 6.0000 656.35 SICKLERVILLE NJ 08081 2 06/09/05 00 0401127907 05 08/01/05 0.0000 0401127907 O 07/01/35 0 9979907 E82/G02 F 109,000.00 ZZ 360 109,000.00 1 6.6250 697.94 93 6.3750 697.94 PHILADELPHIA PA 19150 5 06/09/05 04 0401128160 05 08/01/05 30.0000 0401128160 O 07/01/35 0 9979939 462/G02 F 359,650.00 ZZ 360 358,204.30 1 5.9900 2153.98 94 5.7400 2153.98 MIAMI FL 33194 1 02/28/05 04 0439478843 05 04/01/05 30.0000 0007854383 O 03/01/35 0 9980163 U05/G02 F 67,000.00 ZZ 360 66,937.95 2 6.3750 417.99 100 6.1250 417.99 ROCHESTER PA 15074 1 06/03/05 10 0439423211 05 07/01/05 35.0000 3000754301 O 06/01/35 0 9980357 253/253 F 513,600.00 ZZ 360 513,112.67 1 6.2500 3162.33 80 6.0000 3162.33 ROGERS AR 72758 5 05/23/05 00 388592 03 07/01/05 0.0000 388592 O 06/01/35 0 9980583 825/G02 F 288,000.00 ZZ 360 288,000.00 1 6.0000 1726.71 80 5.7500 1726.71 DILLON CO 80435 1 06/07/05 00 0439433517 05 08/01/05 0.0000 03505 O 07/01/35 0 9980865 E22/G02 F 229,600.00 ZZ 360 229,600.00 1 6.8750 1315.42 80 6.6250 1315.42 CANTON MI 48187 5 06/08/05 00 0424118859 05 08/01/05 0.0000 0424118859 O 07/01/35 0 9980925 E22/G02 F 125,000.00 ZZ 360 124,878.51 1 6.1250 759.51 56 5.8750 759.51 UNION BEACH NJ 07735 5 05/25/05 00 0424305498 05 07/01/05 0.0000 0424305498 O 06/01/35 0 9980933 E22/G02 F 52,700.00 ZZ 240 52,700.00 1 6.2500 385.20 41 6.0000 385.20 NORTH RIDGEVILOH 44039 2 06/08/05 00 0424310928 05 08/01/05 0.0000 0424310928 O 07/01/25 0 9981351 E82/G02 F 117,500.00 ZZ 360 117,500.00 1 6.3750 733.05 73 6.1250 733.05 LEWISVILLE TX 75067 2 06/09/05 00 0401130299 05 08/01/05 0.0000 0401130299 O 07/01/35 0 9981361 Q87/G02 F 62,600.00 TX 360 62,543.30 1 6.4900 395.26 70 6.2400 395.26 VICTORIA TX 77904 5 05/25/05 00 0439472465 05 07/01/05 0.0000 LOAR03 O 06/01/35 0 9981383 L14/G02 F 129,415.00 ZZ 360 129,271.76 1 5.8750 765.54 43 5.6250 765.54 WAXHAW NC 28173 1 05/17/05 00 0439493610 03 07/01/05 0.0000 101123436 O 06/01/35 0 9981391 L14/G02 F 256,490.00 ZZ 360 256,258.12 1 6.5000 1621.20 95 6.2500 1621.20 JACKSONVILLE FL 32225 1 05/25/05 12 0439496035 03 07/01/05 30.0000 102519947 O 06/01/35 0 9981395 L14/G02 F 379,192.00 ZZ 360 378,757.05 1 5.2500 2093.92 80 5.0000 2093.92 RIVERSIDE CA 92508 1 05/06/05 00 0439492901 03 07/01/05 0.0000 103319819 O 06/01/35 0 9981399 L14/G02 F 388,792.00 ZZ 360 388,792.00 1 5.8750 1903.46 80 5.6250 1903.46 MURRIETA CA 92563 1 05/17/05 00 0439487091 05 07/01/05 0.0000 103321499 O 06/01/35 0 9981411 L14/G02 F 261,440.00 ZZ 360 261,167.03 1 5.7500 1525.70 80 5.5000 1525.70 CASTLE ROCK CO 80104 1 05/13/05 00 0439493099 03 07/01/05 0.0000 104129444 O 06/01/35 0 9981413 L14/G02 F 304,236.00 ZZ 360 303,925.81 1 5.8750 1799.68 80 5.6250 1799.68 CASTLE ROCK CO 80104 1 05/17/05 00 0439496886 03 07/01/05 0.0000 104129492 O 06/01/35 0 9981451 L14/G02 F 119,500.00 ZZ 360 119,378.16 1 5.8750 706.89 49 5.6250 706.89 QUEEN CREEK AZ 85242 1 05/17/05 00 0439490509 03 07/01/05 0.0000 112930037 O 06/01/35 0 9981453 L14/G02 F 329,450.00 ZZ 360 329,450.00 1 6.3750 1750.20 80 6.1250 1750.20 FORTVILLE IN 46040 1 05/27/05 00 0439492190 03 07/01/05 0.0000 113904738 O 06/01/35 0 9981457 L14/G02 F 141,500.00 ZZ 360 141,372.08 1 6.5000 894.38 95 6.2500 894.38 MCCORDSVILLE IN 46055 1 05/27/05 11 0439488610 03 07/01/05 30.0000 113904981 O 06/01/35 0 9981481 L14/G02 F 346,950.00 ZZ 360 346,612.78 1 6.1250 2108.11 80 5.8750 2108.11 MIRAMAR FL 33027 1 05/10/05 00 0439494956 03 07/01/05 0.0000 120004281 O 06/01/35 0 9981485 L14/G02 F 283,280.00 ZZ 360 283,280.00 1 6.0000 1416.40 80 5.7500 1416.40 BOCA RATON FL 33486 1 05/20/05 00 0439490434 07 07/01/05 0.0000 120004571 O 06/01/35 0 9981487 L14/G02 F 227,486.00 ZZ 360 227,264.90 1 6.1250 1382.23 61 5.8750 1382.23 PALM BEACH GARFL 33418 1 05/19/05 00 0439496068 01 07/01/05 0.0000 120004860 O 06/01/35 0 9981489 L14/G02 F 257,729.00 ZZ 360 257,478.50 1 6.1250 1565.99 80 5.8750 1565.99 LYNNWOOD WA 98037 1 05/04/05 00 0439497256 01 07/01/05 0.0000 120302286 O 06/01/35 0 9981491 L14/G02 F 182,820.00 ZZ 360 182,633.61 1 5.8750 1081.45 80 5.6250 1081.45 SAMMAMISH WA 98075 1 05/03/05 00 0439495185 01 07/01/05 0.0000 120302647 O 06/01/35 0 9981499 L14/G02 F 292,069.00 ZZ 360 292,069.00 1 5.8750 1429.92 80 5.6250 1429.92 VISALIA CA 93291 1 05/01/05 00 0439492935 05 07/01/05 0.0000 121506107 O 06/01/35 0 9981501 L14/G02 F 239,766.00 ZZ 360 239,532.96 1 6.1250 1456.85 80 5.8750 1456.85 BAKERSFIELD CA 93312 1 05/06/05 00 0439497207 05 07/01/05 0.0000 121506403 O 06/01/35 0 9981505 L14/G02 F 270,856.00 ZZ 360 270,856.00 1 6.1250 1382.49 75 5.8750 1382.49 HANFORD CA 93230 1 05/02/05 00 0439491440 05 07/01/05 0.0000 121506679 O 06/01/35 0 9981509 L14/G02 F 265,768.00 ZZ 360 265,768.00 1 6.7500 1494.95 80 6.5000 1494.95 BAKERSFIELD CA 93311 1 05/03/05 00 0439487877 05 07/01/05 0.0000 121507303 O 06/01/35 0 9981521 L14/G02 F 119,795.00 ZZ 360 119,675.74 1 6.0000 718.24 75 5.7500 718.24 RIO RANCHO NM 87144 1 05/10/05 00 0439486937 05 07/01/05 0.0000 130106471 O 06/01/35 0 9981537 L14/G02 F 120,000.00 ZZ 360 80,713.93 1 6.0000 600.00 48 5.7500 600.00 SUN CITY WEST AZ 85375 1 05/05/05 00 0439489378 03 07/01/05 0.0000 202127519 O 06/01/35 0 9981547 L14/G02 F 296,600.00 ZZ 360 296,124.21 1 7.1250 1998.25 95 6.8750 1998.25 PT ST LUCIE FL 34953 1 05/06/05 12 0439494717 05 06/01/05 30.0000 202315699 O 05/01/35 0 9981551 L14/G02 F 203,750.00 ZZ 360 203,398.16 1 6.7500 1321.52 95 6.5000 1321.52 PORT ST LUCIE FL 34953 4 07/09/04 12 0439495896 05 06/01/05 30.0000 202317093 O 05/01/35 0 9981559 L14/G02 F 60,000.00 ZZ 360 59,944.42 1 6.3750 374.32 80 6.1250 374.32 MADISON TN 37115 1 06/02/05 00 0439493701 05 07/01/05 0.0000 202422691 O 06/01/35 0 9981571 L14/G02 F 423,200.00 ZZ 360 422,844.45 1 6.8750 2780.13 80 6.6250 2780.13 RENO NV 89506 1 05/11/05 00 0439494006 05 07/01/05 0.0000 204030754 O 06/01/35 0 9981579 L14/G02 F 400,000.00 ZZ 360 399,638.39 1 6.5000 2528.28 80 6.2500 2528.28 RENO NV 89509 1 05/02/05 00 0439494477 05 07/01/05 0.0000 204032794 O 06/01/35 0 9981581 L14/G02 F 100,000.00 ZZ 360 99,900.44 1 6.0000 599.56 12 5.7500 599.56 GARNERVILLE NV 89410 5 05/11/05 00 0439492398 05 07/01/05 0.0000 204032957 O 06/01/35 0 9981587 L14/G02 F 250,000.00 ZZ 360 250,000.00 1 5.7500 1197.92 56 5.5000 1197.92 RENO NV 89523 1 05/17/05 00 0439493164 03 07/01/05 0.0000 204033167 O 06/01/35 0 9981613 L14/G02 F 90,000.00 ZZ 360 89,936.47 1 7.7500 644.77 90 7.5000 644.77 ARVONIA VA 23004 1 08/11/04 11 0439492059 05 07/01/05 30.0000 206953153 O 06/01/35 0 9981617 L14/G02 F 88,000.00 ZZ 360 87,916.49 1 6.2500 541.84 39 6.0000 541.84 OAK ISLAND NC 28465 1 05/05/05 00 0439496928 05 07/01/05 0.0000 207133978 O 06/01/35 0 9981619 L14/G02 F 124,600.00 ZZ 360 124,487.36 1 6.5000 787.56 89 6.2500 787.56 WAKE FOREST NC 27587 2 05/18/05 12 0439489113 05 07/01/05 47.0000 207142111 O 06/01/35 0 9981631 L14/G02 F 177,280.00 ZZ 360 177,107.69 1 6.1250 1077.18 80 5.8750 1077.18 BROOKLYN PARK MN 55443 1 05/19/05 00 0439495839 09 07/01/05 0.0000 208322738 O 06/01/35 0 9981657 L14/G02 F 148,720.00 ZZ 360 148,582.26 1 6.3750 927.82 80 6.1250 927.82 PLANO TX 75074 1 05/05/05 00 0439495540 05 07/01/05 0.0000 210332808 O 06/01/35 0 9981675 L14/G02 F 322,605.00 ZZ 360 322,276.08 1 5.8750 1908.34 80 5.6250 1908.34 DALLAS TX 75244 1 05/12/05 00 0439493560 05 07/01/05 0.0000 210333051 O 06/01/35 0 9981727 L14/G02 F 241,500.00 ZZ 360 241,500.00 1 6.2500 1257.81 75 6.0000 1257.81 CERES CA 95307 1 04/26/05 00 0439496092 05 06/01/05 0.0000 214409717 O 05/01/35 0 9981729 L14/G02 F 189,520.00 ZZ 360 189,344.47 1 6.3750 1182.36 80 6.1250 1182.36 RAYMORE MO 64083 1 05/02/05 00 0439494352 05 07/01/05 0.0000 214507869 O 06/01/35 0 9981737 L14/G02 F 146,400.00 ZZ 360 146,257.70 1 6.1250 889.55 80 5.8750 889.55 LENEXA KS 66215 2 05/16/05 00 0439489394 05 07/01/05 0.0000 214508223 O 06/01/35 0 9981753 L14/G02 F 260,000.00 ZZ 360 259,505.31 1 6.2500 1600.87 57 6.0000 1600.87 SHERMAN CT 06784 5 04/29/05 00 0439496837 05 06/01/05 0.0000 215187084 O 05/01/35 0 9981755 L14/G02 F 359,000.00 ZZ 360 358,683.26 1 6.6250 2298.72 88 6.3750 2298.72 BRIDGEWATER CT 06752 1 05/13/05 11 0439494998 05 07/01/05 25.0000 215193009 O 06/01/35 0 9981769 L14/G02 F 100,000.00 ZZ 360 99,872.92 1 6.8750 656.93 25 6.6250 656.93 ARTESIA CA 90701 5 05/03/05 00 0439492307 05 07/01/05 0.0000 216704830 O 06/01/35 0 9981775 L14/G02 F 243,750.00 ZZ 360 243,750.00 1 6.0000 1218.75 65 5.7500 1218.75 VALENCIA CA 91355 1 05/04/05 00 0439492471 07 07/01/05 0.0000 217312818 O 06/01/35 0 9981779 L14/G02 F 265,000.00 ZZ 360 264,716.70 1 5.6250 1525.49 50 5.3750 1525.49 PASO ROBLES CA 93446 5 05/24/05 00 0439530874 05 07/01/05 0.0000 217350055 O 06/01/35 0 9981799 L14/G02 F 286,657.00 ZZ 360 286,410.19 1 6.7500 1859.26 95 6.5000 1859.26 STUART FL 34997 1 05/04/05 04 0439493214 03 07/01/05 30.0000 220003097 O 06/01/35 0 9981805 L14/G02 F 525,600.00 ZZ 360 525,600.00 1 6.0000 2628.00 80 5.7500 2628.00 SEATTLE WA 98103 1 05/23/05 00 0439494634 05 07/01/05 0.0000 220105858 O 06/01/35 0 9981807 L14/G02 F 267,960.00 ZZ 360 267,693.24 1 6.0000 1606.56 80 5.7500 1606.56 LAKE STEVENS WA 98258 1 05/12/05 00 0439493149 03 07/01/05 0.0000 220207601 O 06/01/35 0 9981819 L14/G02 F 284,000.00 ZZ 360 283,710.45 1 5.8750 1679.97 80 5.6250 1679.97 ARLINGTON WA 98223 2 05/24/05 00 0439488941 05 07/01/05 0.0000 220208031 O 06/01/35 0 9981845 L14/G02 F 359,650.00 ZZ 360 359,650.00 1 5.8750 1760.79 72 5.6250 1760.79 COVINGTON WA 98042 2 05/23/05 00 0439490533 03 07/01/05 0.0000 220627897 O 06/01/35 0 9981847 L14/G02 F 332,000.00 ZZ 360 331,469.42 1 5.8750 1963.91 80 5.6250 1963.91 NORTON MA 02766 1 05/31/05 00 0439488891 05 07/01/05 0.0000 222207567 O 06/01/35 0 9981851 L14/G02 F 350,000.00 ZZ 360 349,651.57 1 6.0000 2098.43 61 5.7500 2098.43 HANOVER MA 02339 5 05/16/05 00 0439490764 05 07/01/05 0.0000 222209609 O 06/01/35 0 9981873 L14/G02 F 640,000.00 ZZ 240 638,594.20 1 5.8750 4539.13 78 5.6250 4539.13 GILBERT AZ 85242 1 05/05/05 00 0439494295 03 07/01/05 0.0000 224501719 O 06/01/25 0 9981881 L14/G02 F 337,600.00 ZZ 360 337,247.52 1 5.7500 1970.15 80 5.5000 1970.15 TEMPE AZ 85284 5 05/23/05 00 0439490798 03 07/01/05 0.0000 224502126 O 06/01/35 0 9981891 L14/G02 F 119,200.00 ZZ 360 119,079.86 1 6.8750 783.06 80 6.6250 783.06 AUSTIN TX 78749 1 05/16/05 00 0439497363 05 07/01/05 0.0000 225101652 O 06/01/35 0 9981905 L14/G02 F 47,500.00 ZZ 360 47,463.85 1 7.3750 328.08 95 7.1250 328.08 STERLING CO 80751 1 05/03/05 12 0439494410 05 07/01/05 30.0000 225202020 O 06/01/35 0 9981913 L14/G02 F 87,200.00 ZZ 360 87,200.00 1 6.2500 454.17 80 6.0000 454.17 SUITLAND MD 20746 1 05/12/05 00 0439494782 01 07/01/05 0.0000 226400329 O 06/01/35 0 9981915 L14/G02 F 256,000.00 ZZ 360 256,000.00 1 5.7500 1226.67 79 5.5000 1226.67 BALTIMORE MD 21230 5 05/19/05 00 0439486341 07 07/01/05 0.0000 226400903 O 06/01/35 0 9981919 L14/G02 F 112,100.00 ZZ 360 112,010.35 1 7.1250 755.24 95 6.8750 755.24 ROCKWELL NC 28138 2 05/16/05 04 0439496407 05 07/01/05 30.0000 226900169 O 06/01/35 0 9981923 L14/G02 F 148,000.00 ZZ 360 147,849.10 1 5.8750 875.48 76 5.6250 875.48 EDINA MN 55439 2 05/18/05 00 0439488651 01 07/01/05 0.0000 227000044 O 06/01/35 0 9981925 L14/G02 F 59,880.00 ZZ 360 59,768.77 1 6.3750 373.58 80 6.1250 373.58 MIDLAND MI 48640 1 05/03/05 00 0439489253 05 06/01/05 0.0000 227400519 O 05/01/35 0 9981933 L14/G02 F 74,000.00 ZZ 240 73,837.45 1 5.8750 524.84 35 5.6250 524.84 CHICAGO IL 60632 5 05/17/05 00 0439493453 05 07/01/05 0.0000 227600154 O 06/01/25 0 9981955 L14/G02 F 112,200.00 ZZ 360 112,088.30 1 6.0000 672.70 64 5.7500 672.70 HENDERSONVILLETN 37075 1 05/23/05 00 0439494527 05 07/01/05 0.0000 230330808 O 06/01/35 0 9981965 L14/G02 F 221,984.00 ZZ 360 221,768.24 1 6.1250 1348.80 80 5.8750 1348.80 SMYRNA TN 37167 1 05/27/05 00 0439492802 05 07/01/05 0.0000 230330917 O 06/01/35 0 9981987 L14/G02 F 150,000.00 ZZ 360 149,873.98 1 6.8750 985.40 80 6.6250 985.40 SPRING HILL FL 34609 1 05/17/05 00 0439494576 05 07/01/05 0.0000 231910133 O 06/01/35 0 9981993 L14/G02 F 359,650.00 ZZ 360 359,291.96 1 6.0000 2156.29 73 5.7500 2156.29 GILBERT AZ 85296 1 05/03/05 00 0439493248 03 07/01/05 0.0000 232104905 O 06/01/35 0 9982005 L14/G02 F 51,920.00 ZZ 360 51,876.38 1 6.8750 341.08 80 6.6250 341.08 LITTLETON CO 80128 1 05/17/05 00 0439493479 01 07/01/05 0.0000 232805552 O 06/01/35 0 9982007 L14/G02 F 307,200.00 ZZ 360 306,894.18 1 6.0000 1841.82 80 5.7500 1841.82 SUPERIOR CO 80027 1 05/27/05 00 0439488693 03 07/01/05 0.0000 232808733 O 06/01/35 0 9982011 L14/G02 F 149,360.00 ZZ 360 149,211.31 1 6.0000 895.49 80 5.7500 895.49 ARVADA CO 80005 1 05/18/05 00 0439492638 01 07/01/05 0.0000 232808945 O 06/01/35 0 9982025 L14/G02 F 188,000.00 ZZ 360 187,825.87 1 6.3750 1172.88 80 6.1250 1172.88 TANEYTOWN MD 21787 5 05/11/05 00 0439494485 05 07/01/05 0.0000 234104234 O 06/01/35 0 9982029 L14/G02 F 159,300.00 ZZ 360 159,155.99 1 6.5000 1006.89 90 6.2500 1006.89 HAGERSTOWN MD 21740 1 05/26/05 12 0439489907 07 07/01/05 25.0000 234105418 O 06/01/35 0 9982031 L14/G02 F 118,000.00 ZZ 360 117,888.03 1 6.2500 726.55 76 6.0000 726.55 MIAMI FL 33167 5 05/25/05 00 0439493412 05 07/01/05 0.0000 234901054 O 06/01/35 0 9982035 L14/G02 F 337,500.00 ZZ 360 337,202.23 1 6.6250 2161.05 90 6.3750 2161.05 BROWNFIELD ME 04010 1 05/11/05 11 0439488362 05 07/01/05 25.0000 235725000 O 06/01/35 0 9982037 L14/G02 F 161,500.00 ZZ 360 161,367.61 1 7.0000 1074.46 95 6.7500 1074.46 MIDDLETON NH 03887 1 05/27/05 12 0439497017 05 07/01/05 30.0000 235730012 O 06/01/35 0 9982045 L14/G02 F 145,880.00 ZZ 360 145,880.00 1 6.2500 759.79 80 6.0000 759.79 YULEE FL 32097 1 05/13/05 00 0439494725 03 07/01/05 0.0000 260203142 O 06/01/35 0 9982047 L14/G02 F 152,497.00 ZZ 360 152,348.78 1 6.1250 926.59 41 5.8750 926.59 ST AUGUSTINE FL 32095 1 05/13/05 00 0439490889 03 07/01/05 0.0000 260203492 O 06/01/35 0 9982049 L14/G02 F 222,925.00 ZZ 360 222,692.25 1 5.7500 1300.93 80 5.5000 1300.93 ORANGE PARK FL 32065 1 05/16/05 00 0439487166 03 07/01/05 0.0000 260204080 O 06/01/35 0 9982053 L14/G02 F 222,000.00 ZZ 360 221,999.99 1 6.1250 1133.13 60 5.8750 1133.13 JACKSONVILLE FL 32258 1 05/11/05 00 0439490475 03 07/01/05 0.0000 260207099 O 06/01/35 0 9982057 L14/G02 F 138,000.00 ZZ 360 137,865.87 1 6.1250 838.51 60 5.8750 838.51 DENTON TX 76210 1 05/17/05 00 0439496134 03 07/01/05 0.0000 275103976 O 06/01/35 0 9982059 L14/G02 F 134,964.00 ZZ 360 134,850.61 1 6.8750 886.62 59 6.6250 886.62 CARROLLTON TX 75007 1 05/25/05 00 0439493339 03 07/01/05 0.0000 276201523 O 06/01/35 0 9982061 L14/G02 F 250,000.00 ZZ 360 250,000.00 1 6.0000 1250.00 49 5.7500 1250.00 GOODYEAR AZ 85338 1 05/01/05 00 0439489873 03 07/01/05 0.0000 281001638 O 06/01/35 0 9982063 L14/G02 F 160,000.00 ZZ 360 160,000.00 1 5.6250 750.00 48 5.3750 750.00 GOODYEAR AZ 85338 1 05/17/05 00 0439493982 03 07/01/05 0.0000 281001806 O 06/01/35 0 9982091 E82/G02 F 118,600.00 ZZ 360 118,600.00 1 6.2500 730.24 74 6.0000 730.24 JACKSONVILLE FL 32277 2 06/07/05 00 0401132618 05 08/01/05 0.0000 0401132618 O 07/01/35 0 9982189 P27/G02 F 295,000.00 ZZ 360 294,726.77 1 6.3750 1840.42 78 6.1250 1840.42 TALLAHASSEE FL 32311 5 05/19/05 00 0439428566 05 07/01/05 0.0000 2122040206 O 06/01/35 0 9982803 N74/G02 F 140,500.00 ZZ 360 140,500.00 1 6.5000 888.06 80 6.2500 888.06 MILLERS CREEK NC 28651 2 05/31/05 00 0439435843 05 08/01/05 0.0000 0036301010 O 07/01/35 0 9982953 225/225 F 372,000.00 ZZ 360 371,292.22 1 6.2500 2290.47 80 6.0000 2290.47 OLD SAYBROOK CT 06475 1 04/18/05 00 5727885 05 06/01/05 0.0000 5727885 O 05/01/35 0 9982961 225/225 F 151,400.00 ZZ 360 150,945.58 1 6.0000 907.72 69 5.7500 907.72 LANCASTER SC 29720 2 03/21/05 00 5728362 05 05/01/05 0.0000 5728362 O 04/01/35 0 9982963 225/225 F 378,000.00 ZZ 360 377,235.91 1 6.1250 2296.77 77 5.8750 2296.77 LAWRENCEVILLE NJ 08648 2 03/30/05 00 8955478 05 06/01/05 0.0000 8955478 O 05/01/35 0 9982973 225/225 F 723,760.00 ZZ 360 721,738.26 1 6.3750 4515.32 80 6.1250 4515.32 MATTHEWS NC 28104 1 03/24/05 00 5716283 03 05/01/05 0.0000 5716283 O 04/01/35 0 9982993 225/225 F 679,200.00 ZZ 360 677,968.65 1 6.5000 4293.01 80 6.2500 4293.01 MIAMI FL 33143 1 04/13/05 00 5725637 05 06/01/05 0.0000 5725637 O 05/01/35 0 9982997 225/225 F 900,000.00 ZZ 360 898,368.37 1 6.5000 5688.61 65 6.2500 5688.61 AVENTURA FL 33180 5 04/01/05 00 5726950 01 06/01/05 0.0000 5726950 O 05/01/35 0 9982999 225/225 F 716,000.00 ZZ 360 714,570.88 1 6.0000 4292.78 72 5.7500 4292.78 TENAFLY NJ 07670 2 04/06/05 00 5718601 05 06/01/05 0.0000 5718601 O 05/01/35 0 9983013 225/225 F 507,500.00 ZZ 360 506,510.97 1 6.1250 3083.62 60 5.8750 3083.62 JAMAICA NY 11435 5 04/18/05 00 5732218 05 06/01/05 0.0000 5732218 O 05/01/35 0 9983075 U85/G02 F 285,500.00 ZZ 360 285,500.00 1 6.8750 1875.53 94 6.6250 1875.53 LAKE VILLA IL 60046 2 06/07/05 48 0439425554 05 08/01/05 30.0000 0505011957 O 07/01/35 0 9983187 225/225 F 120,000.00 ZZ 360 119,787.68 1 6.6250 768.37 78 6.3750 768.37 VENICE FL 34293 5 03/31/05 00 3906360 05 06/01/05 0.0000 3906360 O 05/01/35 0 9983195 225/225 F 244,000.00 ZZ 360 243,131.73 1 6.6250 1562.36 80 6.3750 1562.36 MIAMI FL 33175 1 02/11/05 00 3907770 05 04/01/05 0.0000 3907770 O 03/01/35 0 9983231 225/225 F 231,120.00 ZZ 360 230,214.57 1 6.1250 1404.31 80 5.8750 1404.31 LOCUST GROVE VA 22508 1 02/24/05 00 3906604 03 04/01/05 0.0000 3906604 O 03/01/35 0 9983233 225/225 F 70,212.00 ZZ 360 67,650.11 1 6.3750 438.03 50 6.1250 438.03 ELLABELL GA 31308 1 03/31/05 00 3903934 03 05/01/05 0.0000 3903934 O 04/01/35 0 9983239 225/225 F 78,320.00 ZZ 360 78,101.24 1 6.3750 488.61 80 6.1250 488.61 CHARLOTTE NC 28216 1 03/22/05 00 3912840 05 05/01/05 0.0000 3912840 O 04/01/35 0 9983243 225/225 F 90,000.00 ZZ 360 89,828.76 1 6.2500 554.15 56 6.0000 554.15 MACCLENNY FL 32063 1 04/15/05 00 3914870 05 06/01/05 0.0000 3914870 O 05/01/35 0 9983261 225/225 F 176,000.00 ZZ 360 175,673.11 1 6.3750 1098.01 80 6.1250 1098.01 SARASOTA FL 34232 1 04/15/05 00 3915244 05 06/01/05 0.0000 3915244 O 05/01/35 0 9983263 225/225 F 345,000.00 ZZ 360 344,359.22 1 6.3750 2152.35 75 6.1250 2152.35 BRADENTON FL 34202 5 04/04/05 00 3914568 03 06/01/05 0.0000 3914568 O 05/01/35 0 9983265 225/225 F 76,700.00 ZZ 360 76,557.54 1 6.3750 478.51 80 6.1250 478.51 HIALEAH FL 33012 1 04/08/05 00 3914196 01 06/01/05 0.0000 3914196 O 05/01/35 0 9983273 225/225 F 115,000.00 ZZ 360 114,527.55 1 5.8750 680.27 57 5.6250 680.27 ALPHARETTA GA 30004 1 02/24/05 00 3911213 03 04/01/05 0.0000 3911213 O 03/01/35 0 9983279 225/225 F 158,400.00 ZZ 360 157,779.42 1 6.1250 962.46 80 5.8750 962.46 GREENSBORO NC 27408 5 02/24/05 00 3911201 05 04/01/05 0.0000 3911201 O 03/01/35 0 9983285 225/225 F 600,000.00 ZZ 360 597,649.43 1 6.1250 3645.66 80 5.8750 3645.66 SAVANNAH GA 31410 5 02/18/05 00 3910555 05 04/01/05 0.0000 3910555 O 03/01/35 0 9983289 225/225 F 155,920.00 ZZ 360 155,608.78 1 6.0000 934.82 80 5.7500 934.82 TRUSSVILLE AL 35173 1 04/15/05 00 3913318 05 06/01/05 0.0000 3913318 O 05/01/35 0 9983291 225/225 F 75,000.00 ZZ 360 74,805.19 1 6.7500 486.45 75 6.5000 486.45 DELRAY BEACH FL 33445 5 03/16/05 00 3913450 01 05/01/05 0.0000 3913450 O 04/01/35 0 9983317 225/225 F 159,600.00 ZZ 360 159,281.45 1 6.0000 956.88 80 5.7500 956.88 PELHAM AL 35124 2 04/25/05 00 3917872 05 06/01/05 0.0000 3917872 O 05/01/35 0 9983321 225/225 F 102,000.00 ZZ 360 101,903.22 1 6.2500 628.03 80 6.0000 628.03 ALVIN TX 77511 1 05/03/05 00 3918316 03 07/01/05 0.0000 3918316 O 06/01/35 0 9983327 225/225 F 120,000.00 ZZ 360 119,771.69 1 6.2500 738.86 44 6.0000 738.86 CARY NC 27513 1 04/29/05 00 3916977 03 06/01/05 0.0000 3916977 O 05/01/35 0 9983329 225/225 F 209,600.00 ZZ 360 209,201.21 1 6.2500 1290.54 80 6.0000 1290.54 HERNANDO FL 34442 1 04/12/05 00 3915480 05 06/01/05 0.0000 3915480 O 05/01/35 0 9983331 225/225 F 810,000.00 ZZ 360 804,384.00 1 5.7500 4726.94 64 5.5000 4726.94 MANAKIN SABOT VA 23103 5 12/01/04 00 5707430 05 02/01/05 0.0000 5707430 O 01/01/35 0 9983485 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.1250 607.61 20 5.8750 607.61 CARNATION WA 98014 5 06/08/05 00 0424359990 03 08/01/05 0.0000 0424359990 O 07/01/35 0 9983611 E22/G02 F 71,250.00 ZZ 360 71,250.00 1 6.8750 468.06 95 6.6250 468.06 TRAVELERS RESTSC 29690 5 06/09/05 10 0424488427 05 08/01/05 30.0000 0424488427 O 07/01/35 0 9983639 E22/G02 F 296,000.00 ZZ 360 296,000.00 1 6.2500 1541.67 80 6.0000 1541.67 COCONUT CREEK FL 33073 1 06/14/05 00 0424531572 03 08/01/05 0.0000 0424531572 O 07/01/35 0 9983779 E22/G02 F 105,600.00 ZZ 360 105,600.00 1 6.3750 658.81 80 6.1250 658.81 REESE MI 48757 5 06/09/05 00 0424242659 05 08/01/05 0.0000 0424242659 O 07/01/35 0 9984291 P01/G02 F 86,400.00 ZZ 360 86,323.77 1 6.6250 553.23 80 6.3750 553.23 SCHENECTADY NY 12303 1 05/31/05 00 0439439506 05 07/01/05 0.0000 05002012 O 06/01/35 0 9984469 462/G02 F 82,200.00 ZZ 360 82,116.19 1 5.8750 486.25 60 5.6250 486.25 CYPRESS TX 77433 1 05/31/05 00 0439459975 03 07/01/05 0.0000 0009246885 O 06/01/35 0 9984473 462/G02 F 176,350.00 ZZ 360 176,208.97 1 7.1250 1188.11 80 6.8750 1188.11 ELLENTON FL 34222 1 05/27/05 00 0439464017 03 07/01/05 0.0000 0009444191 O 06/01/35 0 9984475 462/G02 F 180,000.00 ZZ 360 179,825.05 1 6.1250 1093.70 65 5.8750 1093.70 ELLENTON FL 34222 1 05/27/05 00 0439477977 03 07/01/05 0.0000 0005025085 O 06/01/35 0 9984479 462/G02 F 348,350.00 ZZ 360 348,350.00 1 6.3750 1850.61 80 6.1250 1850.61 MURRIETA CA 92562 1 05/19/05 00 0439473083 05 07/01/05 0.0000 0008994485 O 06/01/35 0 9984483 462/G02 F 359,650.00 ZZ 360 359,650.00 1 6.2500 1873.18 79 6.0000 1873.18 LA QUINTA CA 92253 1 05/19/05 00 0439472861 03 07/01/05 0.0000 0008278186 O 06/01/35 0 9984485 462/G02 F 110,350.00 ZZ 360 110,245.29 1 6.2500 679.45 80 6.0000 679.45 TEXAS CITY TX 77590 1 05/24/05 00 0439461518 03 07/01/05 0.0000 0009019787 O 06/01/35 0 9984501 462/G02 F 165,200.00 ZZ 360 165,200.00 1 6.5000 894.83 95 6.2500 894.83 SHOREWOOD IL 60431 1 05/24/05 11 0439467671 09 07/01/05 30.0000 0009217084 O 06/01/35 0 9984525 462/G02 F 145,150.00 ZZ 360 145,018.78 1 6.5000 917.45 80 6.2500 917.45 KATY TX 77493 1 05/19/05 00 0439472051 03 07/01/05 0.0000 0008791287 O 06/01/35 0 9984533 462/G02 F 125,000.00 ZZ 360 124,889.71 1 6.6250 800.39 69 6.3750 800.39 SPRING TX 77388 1 05/20/05 00 0439473281 03 07/01/05 0.0000 0008808289 O 06/01/35 0 9984535 462/G02 F 415,450.00 ZZ 360 415,036.41 1 6.0000 2490.84 80 5.7500 2490.84 POMONA CA 91767 1 05/11/05 00 0439472986 03 07/01/05 0.0000 0007956980 O 06/01/35 0 9984543 462/G02 F 381,400.00 ZZ 360 381,020.31 1 6.0000 2286.69 80 5.7500 2286.69 MIAMI FL 33194 1 05/31/05 00 0439472903 05 07/01/05 0.0000 8700981 O 06/01/35 0 9984545 462/G02 F 269,350.00 ZZ 360 269,350.00 1 6.6250 1487.04 80 6.3750 1487.04 VENICE FL 34292 1 05/25/05 00 0439477845 03 07/01/05 0.0000 0007825383 O 06/01/35 0 9984547 462/G02 F 176,000.00 ZZ 360 175,852.13 1 6.8750 1156.20 62 6.6250 1156.20 CLERMONT FL 34711 1 05/24/05 00 0439467689 03 07/01/05 0.0000 0006495485 O 06/01/35 0 9984549 462/G02 F 429,300.00 ZZ 360 428,892.66 1 6.2500 2643.28 80 6.0000 2643.28 POMANA CA 91767 1 05/11/05 00 0439473257 03 07/01/05 0.0000 0007838287 O 06/01/35 0 9984557 462/G02 F 454,350.00 ZZ 360 454,350.00 1 6.1250 2319.08 90 5.8750 2319.08 LA QUINTA CA 92253 1 05/23/05 04 0439460833 03 07/01/05 25.0000 0008902686 O 06/01/35 0 9984565 462/G02 F 130,000.00 ZZ 360 129,876.64 1 6.2500 800.44 61 6.0000 800.44 ZEPHYRHILLS FL 33544 1 05/31/05 00 0439452632 03 07/01/05 0.0000 0007315286 O 06/01/35 0 9984575 462/G02 F 359,600.00 ZZ 360 359,290.39 1 6.7500 2332.36 87 6.5000 2332.36 YORKVILLE IL 60560 1 05/27/05 11 0439472697 03 07/01/05 25.0000 0006194484 O 06/01/35 0 9984583 462/G02 F 346,050.00 ZZ 360 346,050.00 1 6.0000 1730.25 80 5.7500 1730.25 LA QUINTA CA 92253 1 05/25/05 00 0439472960 03 07/01/05 0.0000 0008002685 O 06/01/35 0 9984587 462/G02 F 600,000.00 ZZ 360 600,000.00 1 6.1250 3062.50 55 5.8750 3062.50 ROSEVILLE CA 95661 1 05/23/05 00 0439473109 03 07/01/05 0.0000 0008163982 O 06/01/35 0 9984591 462/G02 F 500,000.00 ZZ 360 499,514.02 1 6.1250 3038.06 69 5.8750 3038.06 LAS VEGAS NV 89131 1 05/24/05 00 0439467846 03 07/01/05 0.0000 0008811788 O 06/01/35 0 9984595 462/G02 F 216,550.00 ZZ 360 216,349.42 1 6.3750 1351.00 95 6.1250 1351.00 SPRING HILL FL 34609 1 05/27/05 04 0439472929 03 07/01/05 30.0000 0008524985 O 06/01/35 0 9984597 462/G02 F 68,000.00 ZZ 360 68,000.00 1 6.1250 413.18 80 5.8750 413.18 GRAPEVINE TX 76051 1 05/31/05 00 0439472333 07 08/01/05 0.0000 0009133380 O 07/01/35 0 9984605 462/G02 F 330,450.00 ZZ 360 330,450.00 1 6.2500 1721.09 77 6.0000 1721.09 MURRIETA CA 92562 1 05/20/05 00 0439477639 05 07/01/05 0.0000 0009000282 O 06/01/35 0 9984607 462/G02 F 148,150.00 ZZ 360 148,016.07 1 6.5000 936.41 95 6.2500 936.41 GIBSONTON FL 33534 1 05/31/05 11 0439468166 09 07/01/05 30.0000 0007922784 O 06/01/35 0 9984611 462/G02 F 632,350.00 ZZ 360 631,705.29 1 5.8750 3740.59 80 5.6250 3740.59 CARLSBAD CA 92009 1 05/19/05 00 0439460999 03 07/01/05 0.0000 0007694581 O 06/01/35 0 9984613 462/G02 F 283,150.00 ZZ 360 282,900.17 1 6.6250 1813.05 90 6.3750 1813.05 ODENTON MD 21113 1 05/27/05 01 0439472838 01 07/01/05 25.0000 0008350183 O 06/01/35 0 9984615 462/G02 F 230,000.00 ZZ 360 229,811.47 1 7.0000 1530.20 78 6.7500 1530.20 NEW PORT RICHEFL 34655 1 05/27/05 00 0439472739 03 07/01/05 0.0000 0007564487 O 06/01/35 0 9984645 U05/G02 F 41,800.00 ZZ 360 41,761.28 1 6.3750 260.78 95 6.1250 260.78 GEORGE IA 51237 1 06/01/05 01 0439447889 05 07/01/05 30.0000 300075112409 O 06/01/35 0 9984679 588/G02 F 440,000.00 ZZ 360 439,582.51 1 6.2500 2709.16 80 6.0000 2709.16 CITY OF YONKERNY 10710 1 05/20/05 00 0439446626 05 07/01/05 0.0000 00011479457 O 06/01/35 0 9984863 M40/G02 F 313,600.00 ZZ 360 313,600.00 1 6.6250 1731.33 80 6.3750 1731.33 MENIFEE CA 92584 1 06/06/05 00 0439437237 05 08/01/05 0.0000 1605054 O 07/01/35 0 9984877 E82/G02 F 130,400.00 ZZ 360 130,400.00 1 6.2500 802.89 80 6.0000 802.89 LAVACA AR 72941 2 06/13/05 00 0401110093 05 08/01/05 0.0000 0401110093 O 07/01/35 0 9984881 E82/G02 F 92,100.00 ZZ 360 92,100.00 1 6.3750 574.59 79 6.1250 574.59 RINGGOLD GA 30736 2 06/13/05 00 0401128053 05 08/01/05 0.0000 0401128053 O 07/01/35 0 9984895 E22/G02 F 224,000.00 TX 360 224,000.00 1 6.6250 1434.30 80 6.3750 1434.30 HOUSTON TX 77082 5 06/10/05 00 0424355626 03 08/01/05 0.0000 0424355626 O 07/01/35 0 9984983 E22/G02 F 137,750.00 ZZ 360 137,750.00 1 6.8750 904.92 95 6.6250 904.92 LITHONIA GA 30058 5 06/10/05 04 0424409084 05 08/01/05 30.0000 0424409084 O 07/01/35 0 9985119 E22/G02 F 100,800.00 ZZ 360 100,800.00 1 6.3750 535.50 80 6.1250 535.50 CLINTON TOWNSHMI 48035 1 06/15/05 00 0424536266 05 08/01/05 0.0000 0424536266 O 07/01/35 0 9985133 E22/G02 F 400,000.00 ZZ 360 400,000.00 1 6.0000 2398.20 47 5.7500 2398.20 BOCA RATON FL 33486 1 06/15/05 00 0424547941 03 08/01/05 0.0000 0424547941 O 07/01/35 0 9985231 E22/G02 F 330,400.00 ZZ 360 330,400.00 1 6.3750 2061.27 80 6.1250 2061.27 WOODLAND CA 95695 1 06/01/05 00 0423940337 05 08/01/05 0.0000 0423940337 O 07/01/35 0 9985277 E22/G02 F 55,500.00 ZZ 360 55,500.00 1 6.3750 346.25 80 6.1250 346.25 WALTERBORO SC 29488 2 06/10/05 00 0424148294 05 08/01/05 0.0000 0424148294 O 07/01/35 0 9985359 E22/G02 F 27,000.00 ZZ 360 27,000.00 1 7.2500 184.19 85 7.0000 184.19 COLDIRON KY 40819 5 06/10/05 10 0424326361 05 08/01/05 12.0000 0424326361 O 07/01/35 0 9985409 M07/G02 F 447,750.00 ZZ 360 447,304.26 1 6.0000 2684.49 90 5.7500 2684.49 HIGHLAND CA 92346 1 05/04/05 10 0439484601 03 07/01/05 25.0000 01050410 O 06/01/35 0 9985411 M07/G02 F 650,000.00 ZZ 360 649,352.92 1 6.0000 3897.08 78 5.7500 3897.08 CALIMESA CA 92320 5 05/31/05 00 0439484536 03 07/01/05 0.0000 02503325 O 06/01/35 0 9985421 M07/G02 F 460,000.00 ZZ 360 459,542.07 1 6.0000 2757.93 80 5.7500 2757.93 LAKE ARROWHEADCA 92352 2 05/24/05 00 0439484460 05 07/01/05 0.0000 02504279 O 06/01/35 0 9985931 225/225 F 595,000.00 ZZ 360 594,487.72 1 6.7500 3859.16 79 6.5000 3859.16 NORTH BRUNSWICNJ 08902 5 05/06/05 00 005732994 05 07/01/05 0.0000 005732994 O 06/01/35 0 9985939 225/225 F 173,600.00 ZZ 360 173,285.27 1 6.5000 1097.27 80 6.2500 1097.27 LEHIGH ACRES FL 33936 1 04/29/05 00 5710833 05 06/01/05 0.0000 5710833 O 05/01/35 0 9985941 225/225 F 103,550.00 ZZ 360 103,460.85 1 6.7500 671.62 95 6.5000 671.62 JENSEN BEACH FL 34957 1 05/11/05 11 005739753 05 07/01/05 30.0000 005739753 O 06/01/35 0 9985943 225/225 F 118,750.00 ZZ 360 118,650.24 1 6.8750 780.10 95 6.6250 780.10 SWATARA TOWNSHPA 17111 1 05/12/05 04 005739439 05 07/01/05 30.0000 005739439 O 06/01/35 0 9985949 225/225 F 275,000.00 ZZ 360 274,451.10 1 6.0000 1648.76 58 5.7500 1648.76 NORTH CHARLESTSC 29420 2 04/25/05 00 5725411 03 06/01/05 0.0000 5725411 O 05/01/35 0 9985953 225/225 F 410,000.00 ZZ 360 409,200.98 1 6.1250 2491.20 52 5.8750 2491.20 MONTVALE NJ 07645 5 04/12/05 00 5726496 05 06/01/05 0.0000 5726496 O 05/01/35 0 9985955 225/225 F 332,500.00 ZZ 360 332,192.04 1 6.3750 2074.37 95 6.1250 2074.37 HAINES CITY FL 33844 1 05/09/05 11 5727257 05 07/01/05 30.0000 5727257 O 06/01/35 0 9985957 225/225 F 632,000.00 ZZ 360 631,428.66 1 6.5000 3994.67 80 6.2500 3994.67 BELLMORE NY 11710 1 05/13/05 00 005737753 05 07/01/05 0.0000 005737753 O 06/01/35 0 9985963 225/225 F 452,000.00 ZZ 360 451,218.30 1 6.7500 2931.66 80 6.5000 2931.66 RIDGEWOOD NJ 07450 1 04/28/05 00 005735077 05 06/01/05 0.0000 005735077 O 05/01/35 0 9985965 225/225 F 500,000.00 ZZ 360 498,977.85 1 5.8750 2957.69 70 5.6250 2957.69 FT LAUDERDALE FL 33308 1 04/28/05 00 5731516 05 06/01/05 0.0000 5731516 O 05/01/35 0 9985969 225/225 F 125,000.00 ZZ 360 124,744.50 1 5.8750 739.42 34 5.6250 739.42 TAMPA FL 33618 1 05/02/05 00 5732063 05 06/01/05 0.0000 5732063 O 05/01/35 0 9985971 225/225 F 560,000.00 ZZ 360 559,540.98 1 7.0000 3725.69 80 6.7500 3725.69 HILLSBOROUGH TNJ 08844 5 04/28/05 00 5731824 05 07/01/05 0.0000 5731824 O 06/01/35 0 9986203 462/G02 F 534,900.00 ZZ 360 534,380.11 1 6.1250 3250.11 80 5.8750 3250.11 LAS VEGAS NV 89130 1 05/19/05 00 0439468190 03 07/01/05 0.0000 8993081 O 06/01/35 0 9986217 462/G02 F 431,000.00 ZZ 360 430,591.04 1 6.2500 2653.75 71 6.0000 2653.75 GILBERT AZ 85296 1 05/13/05 00 0439461567 03 07/01/05 0.0000 0007509482 O 06/01/35 0 9986491 E22/G02 F 415,200.00 ZZ 360 415,200.00 1 6.5000 2624.35 80 6.2500 2624.35 WAXAHACHIE TX 75165 1 06/16/05 00 0424583995 05 08/01/05 0.0000 0424583995 O 07/01/35 0 9986497 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.0000 599.55 36 5.7500 599.55 SPRINGFIELD OR 97478 1 06/13/05 00 0424591444 05 08/01/05 0.0000 0424591444 O 07/01/35 0 9986933 E82/G02 F 70,300.00 ZZ 360 70,300.00 1 7.3750 485.54 86 7.1250 485.54 PALATKA FL 32177 5 06/15/05 04 0401135504 05 08/01/05 25.0000 0401135504 O 07/01/35 0 9986953 E82/G02 F 156,000.00 ZZ 360 156,000.00 1 6.5000 986.03 80 6.2500 986.03 LONGMONT CO 80501 2 06/14/05 00 0401134705 05 08/01/05 0.0000 0401134705 O 07/01/35 0 9987021 225/G02 F 424,000.00 ZZ 360 423,643.79 1 6.8750 2785.38 80 6.6250 2785.38 NAPLES FL 33411 1 05/11/05 00 0439443268 05 07/01/05 0.0000 7807667 O 06/01/35 0 9987023 225/G02 F 213,500.00 ZZ 360 213,302.25 1 6.3750 1331.97 65 6.1250 1331.97 BRADENTON FL 34202 5 05/10/05 00 0439450677 03 07/01/05 0.0000 7807857 O 06/01/35 0 9987025 225/G02 F 86,400.00 ZZ 360 86,247.12 1 6.6250 553.23 79 6.3750 553.23 AKRON IA 51001 1 05/05/05 00 0439450669 05 06/01/05 0.0000 7808087 O 05/01/35 0 9987661 E22/G02 F 118,750.00 ZZ 360 118,750.00 1 6.6250 760.37 95 6.3750 760.37 MENO OK 73760 5 06/13/05 10 0424082121 05 08/01/05 30.0000 0424082121 O 07/01/35 0 9987761 E22/G02 F 35,320.00 ZZ 360 35,320.00 1 7.1250 237.96 78 6.8750 237.96 ROME CITY IN 46784 1 06/17/05 00 0424278968 05 08/01/05 0.0000 0424278968 O 07/01/35 0 9987797 E22/G02 F 336,000.00 ZZ 360 336,000.00 1 6.2500 2068.81 80 6.0000 2068.81 MANASSAS VA 20112 1 06/17/05 00 0424333821 05 08/01/05 0.0000 0424333821 O 07/01/35 0 9987805 E22/G02 F 179,500.00 ZZ 360 179,500.00 1 6.1250 1090.66 70 5.8750 1090.66 GLENWOOD SPRINCO 81601 2 06/13/05 00 0424339208 05 08/01/05 0.0000 0424339208 O 07/01/35 0 9987963 E22/G02 F 57,000.00 ZZ 360 57,000.00 1 6.3750 355.61 100 6.1250 355.61 ST PARIS OH 43072 1 06/17/05 04 0424443752 05 08/01/05 35.0000 0424443752 O 07/01/35 0 9987993 E22/G02 F 69,600.00 ZZ 360 69,600.00 1 6.7500 451.42 80 6.5000 451.42 SAN BENITO TX 78586 1 06/15/05 00 0424471423 05 08/01/05 0.0000 0424471423 O 07/01/35 0 9988031 E22/G02 F 34,000.00 ZZ 360 34,000.00 1 6.6250 217.71 41 6.3750 217.71 PURCELL OK 73080 1 06/17/05 00 0424492908 05 08/01/05 0.0000 0424492908 O 07/01/35 0 9988111 E22/G02 F 375,920.00 ZZ 360 375,920.00 1 6.8750 2469.53 80 6.6250 2469.53 TOLLHOUSE CA 93667 1 06/14/05 00 0424620532 05 08/01/05 0.0000 0424620532 O 07/01/35 0 9988125 E82/G02 F 127,800.00 ZZ 360 127,800.00 1 6.3750 797.31 78 6.1250 797.31 UNION CITY TN 38261 5 06/16/05 00 0401130422 05 08/01/05 0.0000 0401130422 O 07/01/35 0 9988137 E82/G02 F 99,000.00 ZZ 360 99,000.00 1 6.7500 642.11 77 6.5000 642.11 SOAP LAKE WA 98851 5 06/16/05 00 0401138508 05 08/01/05 0.0000 0401138508 O 07/01/35 0 9988147 462/G02 F 650,000.00 ZZ 360 649,337.29 1 5.8750 3845.00 75 5.6250 3845.00 PURCELLVILLE VA 20132 1 05/26/05 00 0439464322 03 07/01/05 0.0000 0005347786 O 06/01/35 0 9988339 462/G02 F 503,100.00 ZZ 360 502,599.16 1 6.0000 3016.34 80 5.7500 3016.34 LAS VEGAS NV 89131 1 05/15/05 00 0439473000 03 07/01/05 0.0000 0004796884 O 06/01/35 0 9988367 462/G02 F 382,850.00 ZZ 360 382,468.87 1 6.0000 2295.38 80 5.7500 2295.38 LA QUINTA CA 92253 1 05/13/05 00 0439472978 03 07/01/05 0.0000 0006759286 O 06/01/35 0 9988373 462/G02 F 613,900.00 ZZ 360 613,274.09 1 5.8750 3631.46 80 5.6250 3631.46 INDIO CA 92201 1 05/24/05 00 0439451162 03 07/01/05 0.0000 0006817589 O 06/01/35 0 9988589 U85/G02 F 72,250.00 ZZ 240 72,250.00 1 6.8750 554.75 85 6.6250 554.75 INDIANAPOLIS IN 46219 5 06/13/05 48 0439478850 05 08/01/05 12.0000 0505011981 O 07/01/25 0 9988599 E44/G02 F 122,800.00 ZZ 360 122,800.00 1 6.1250 746.15 80 5.8750 746.15 PLEASANT VIEW UT 84414 1 06/15/05 00 0439472531 05 08/01/05 0.0000 58050242 O 07/01/35 0 9988871 462/G02 F 400,000.00 ZZ 360 399,601.79 1 6.0000 2398.21 78 5.7500 2398.21 POMONA CA 91767 1 05/06/05 00 0439472721 03 07/01/05 0.0000 0007936685 O 06/01/35 0 9988925 E22/G02 F 148,000.00 ZZ 360 148,000.00 1 6.5000 935.46 80 6.2500 935.46 SANDY OR 97055 2 06/01/05 00 0424018893 05 08/01/05 0.0000 0424018893 O 07/01/35 0 9988935 E22/G02 F 62,400.00 ZZ 360 62,400.00 1 6.3750 389.29 80 6.1250 389.29 VIRGINIA CITY MT 59755 1 06/14/05 00 0424085322 05 08/01/05 0.0000 0424085322 O 07/01/35 0 9988947 E22/G02 F 126,000.00 ZZ 360 126,000.00 1 6.6250 806.79 90 6.3750 806.79 MILWAUKEE WI 53211 5 06/14/05 10 0424112316 05 08/01/05 25.0000 0424112316 O 07/01/35 0 9989033 E22/G02 F 175,200.00 ZZ 360 175,200.00 1 6.0000 1050.41 80 5.7500 1050.41 HOUSTON TX 77055 1 06/16/05 00 0424282655 05 08/01/05 0.0000 0424282655 O 07/01/35 0 9989105 E22/G02 F 121,520.00 ZZ 360 121,520.00 1 6.2500 748.22 80 6.0000 748.22 HOUSTON TX 77077 1 06/10/05 00 0424348431 03 08/01/05 0.0000 0424348431 O 07/01/35 0 9989145 E22/G02 F 156,500.00 ZZ 360 156,500.00 1 6.2500 815.10 75 6.0000 815.10 COATESVILLE PA 19320 2 06/14/05 00 0424370641 05 08/01/05 0.0000 0424370641 O 07/01/35 0 9989185 E22/G02 F 247,500.00 ZZ 360 247,500.00 1 6.3750 1314.84 68 6.1250 1314.84 SCOTTSDALE AZ 85260 5 06/14/05 00 0424392850 03 08/01/05 0.0000 0424392850 O 07/01/35 0 9989661 X08/G02 F 167,200.00 ZZ 360 167,200.00 1 5.8750 989.05 80 5.6250 989.05 SALT LAKE CITYUT 84117 2 05/31/05 00 0439489121 05 08/01/05 0.0000 6053700 O 07/01/35 0 9989683 X08/G02 F 133,950.00 ZZ 360 133,950.00 1 5.8750 655.80 95 5.6250 655.80 MAGNA UT 84044 1 06/13/05 04 0439489139 05 08/01/05 30.0000 6054947 O 07/01/35 0 9990091 E22/G02 F 120,000.00 ZZ 360 120,000.00 1 6.7500 778.32 89 6.5000 778.32 CHIPPEWA FALLSWI 54729 5 06/16/05 01 0424422343 05 08/01/05 12.0000 0424422343 O 07/01/35 0 9990185 E22/G02 F 118,750.00 ZZ 360 118,750.00 1 6.2500 731.16 66 6.0000 731.16 PASCO WA 99301 1 06/09/05 00 0424526838 03 08/01/05 0.0000 0424526838 O 07/01/35 0 9990203 E22/G02 F 153,600.00 ZZ 360 153,600.00 1 6.3750 958.26 80 6.1250 958.26 GALVESTON TX 77554 1 06/21/05 00 0424551737 03 08/01/05 0.0000 0424551737 O 07/01/35 0 9990433 E47/G02 F 62,400.00 TX 360 62,400.00 1 6.8750 409.92 80 6.6250 409.92 SAN ANTONIO TX 78223 5 06/14/05 00 0439484056 05 08/01/05 0.0000 7362010659 O 07/01/35 0 9992331 T08/G02 F 159,999.00 ZZ 360 159,999.00 1 6.8750 1051.08 80 6.6250 1051.08 BUSHNELL FL 33513 1 06/13/05 00 0439492752 05 08/01/05 0.0000 14082475 O 07/01/35 0 9992439 T08/G02 F 580,000.00 ZZ 360 580,000.00 1 5.6250 3338.81 59 5.3750 3338.81 GAITHERSBURG MD 20882 1 06/10/05 00 0439485749 05 08/01/05 0.0000 132315317 O 07/01/35 0 9993469 E22/G02 F 180,000.00 ZZ 360 180,000.00 1 6.6250 1152.56 90 6.3750 1152.56 TACOMA WA 98444 5 06/16/05 04 0424340610 05 08/01/05 25.0000 0424340610 O 07/01/35 0 9993585 E22/G02 F 165,000.00 ZZ 360 165,000.00 1 6.1250 1002.56 95 5.8750 1002.56 RICHMOND TX 77469 2 06/17/05 04 0424443695 03 08/01/05 30.0000 0424443695 O 07/01/35 0 9993645 E22/G02 F 142,000.00 ZZ 360 142,000.00 1 6.1250 862.81 36 5.8750 862.81 LANTANA TX 76226 2 06/17/05 00 0424484152 03 08/01/05 0.0000 0424484152 O 07/01/35 0 9993729 E22/G02 F 89,300.00 ZZ 360 89,300.00 1 6.6250 571.80 95 6.3750 571.80 WICHITA KS 67218 5 06/17/05 04 0424583771 05 08/01/05 30.0000 0424583771 O 07/01/35 0 9994007 E82/G02 F 262,000.00 ZZ 360 262,000.00 1 6.8750 1721.15 89 6.6250 1721.15 ABERDEEN NC 28315 5 06/18/05 04 0401130802 05 08/01/05 25.0000 0401130802 O 07/01/35 0 9994089 E82/G02 F 123,600.00 ZZ 360 123,600.00 1 6.7500 801.67 80 6.5000 801.67 SOUTHGATE MI 48195 5 06/17/05 00 0401130190 05 08/01/05 0.0000 0401130190 O 07/01/35 0 9994091 E82/G02 F 88,300.00 ZZ 360 88,300.00 1 6.1250 536.52 67 5.8750 536.52 LANSING IL 60438 2 06/17/05 00 0401134754 05 08/01/05 0.0000 0401134754 O 07/01/35 0 9994479 P32/G02 F 90,000.00 ZZ 360 90,000.00 1 6.2500 554.15 60 6.0000 554.15 MARIETTA GA 30066 1 06/10/05 00 0439485095 05 08/01/05 0.0000 0105052409 O 07/01/35 0 9994579 X05/G02 F 558,600.00 ZZ 360 558,600.00 1 6.2500 3439.40 80 6.0000 3439.40 PORTLAND OR 97229 1 06/09/05 00 0439483512 03 08/01/05 0.0000 18504031 O 07/01/35 0 9994585 X05/G02 F 348,800.00 ZZ 360 348,800.00 1 6.2500 2147.62 80 6.0000 2147.62 FRESNO CA 93704 5 06/07/05 00 0439485350 05 08/01/05 0.0000 17505048 O 07/01/35 0 9994591 X05/G02 F 727,000.00 ZZ 360 727,000.00 1 6.0000 4358.73 52 5.7500 4358.73 CARLSBAD CA 92008 5 06/06/05 00 0439484718 05 08/01/05 0.0000 015050272 O 07/01/35 0 9994593 X05/G02 F 171,500.00 ZZ 360 171,500.00 1 6.0000 1028.23 54 5.7500 1028.23 SEATTLE WA 98168 2 06/03/05 00 0439485574 05 08/01/05 0.0000 09505234 O 07/01/35 0 9994605 X05/G02 F 456,000.00 ZZ 360 456,000.00 1 6.0000 2733.95 80 5.7500 2733.95 LONG BEACH CA 90803 1 06/07/05 00 0439484668 01 08/01/05 0.0000 11505150 O 07/01/35 0 9994745 588/G02 F 628,000.00 ZZ 360 627,522.14 1 7.3750 4337.44 80 7.1250 4337.44 BUCKINGHAM TOWPA 18901 1 05/19/05 00 0439493875 05 07/01/05 0.0000 1148695 O 06/01/35 0 9994751 588/G02 F 187,376.00 ZZ 360 187,214.67 1 6.7500 1215.32 80 6.5000 1215.32 WEAVERVILLE NC 28787 1 05/23/05 00 0439498692 05 07/01/05 0.0000 1151921 O 06/01/35 0 9994765 588/G02 F 153,650.00 ZZ 360 153,524.05 1 7.0000 1022.24 75 6.7500 1022.24 BURLINGTON CITNJ 08016 1 05/25/05 00 0439505934 05 07/01/05 0.0000 1150993 O 06/01/35 0 9994769 588/G02 F 106,900.00 ZZ 360 106,798.57 1 6.2500 658.20 57 6.0000 658.20 PALMER PA 18045 1 05/27/05 00 0439495623 05 07/01/05 0.0000 1153045 O 06/01/35 0 9994777 588/G02 F 128,000.00 ZZ 360 127,824.07 1 6.6250 819.60 80 6.3750 819.60 BANGOR PA 18013 1 05/31/05 00 0439501032 05 07/01/05 0.0000 1150735 O 06/01/35 0 9994785 588/G02 F 189,000.00 ZZ 360 189,000.00 1 5.7500 1102.95 58 5.5000 1102.95 HOUSTON TX 77005 1 06/02/05 00 0439501610 05 08/01/05 0.0000 1153110 O 07/01/35 0 9994793 588/G02 F 300,000.00 ZZ 360 300,000.00 1 6.5000 1896.20 80 6.2500 1896.20 MARPLE TOWNSHIPA 19073 1 06/03/05 00 0439502824 05 08/01/05 0.0000 1149014 O 07/01/35 0 9994797 588/G02 F 353,600.00 ZZ 360 353,324.15 1 7.2500 2412.18 80 7.0000 2412.18 VOORHEES TOWNSNJ 08043 1 06/03/05 00 0439502287 05 07/01/05 0.0000 1148908 O 06/01/35 0 9994801 588/G02 F 325,900.00 ZZ 360 325,900.00 1 6.5000 2059.91 79 6.2500 2059.91 WEST MILFORD NJ 07421 1 06/03/05 00 0439504325 05 08/01/05 0.0000 1152019 O 07/01/35 0 9994809 588/G02 F 320,000.00 ZZ 360 320,000.00 1 5.7500 1867.43 48 5.5000 1867.43 FAR HILLS BORONJ 07931 5 06/06/05 00 0439506072 05 08/01/05 0.0000 1148644 O 07/01/35 0 9994819 588/G02 F 162,000.00 ZZ 360 162,000.00 2 6.6250 1037.30 80 6.3750 1037.30 MONTGOMERY NY 12543 1 06/09/05 00 0439495482 05 08/01/05 0.0000 1151144 O 07/01/35 0 9994823 588/G02 F 170,000.00 ZZ 360 170,000.00 1 7.2500 1159.70 80 7.0000 1159.70 BRICK NJ 08723 1 06/10/05 00 0439502816 03 08/01/05 0.0000 1152236 O 07/01/35 0 9994825 588/G02 F 143,200.00 ZZ 360 143,200.00 1 6.6250 916.93 80 6.3750 916.93 WILMINGTON DE 19804 1 06/10/05 00 0439502311 05 08/01/05 0.0000 1153092 O 07/01/35 0 9994831 588/G02 F 280,000.00 ZZ 360 280,000.00 1 7.3750 1933.89 80 7.1250 1933.89 WASHINGTON TOWNY 12522 1 06/13/05 00 0439493735 05 08/01/05 0.0000 1152371 O 07/01/35 0 9994839 588/G02 F 126,400.00 ZZ 360 126,400.00 1 6.8750 830.36 80 6.6250 830.36 NORRISTOWN BORPA 19401 1 06/15/05 00 0439501669 05 08/01/05 0.0000 1148075 O 07/01/35 0 9994841 588/G02 F 140,000.00 ZZ 360 140,000.00 1 5.8750 828.15 80 5.6250 828.15 GLEN BURNIE MD 21061 1 06/15/05 00 0439494154 01 08/01/05 0.0000 1152871 O 07/01/35 0 9994847 588/G02 F 274,500.00 ZZ 360 274,274.99 1 7.0000 1826.26 90 6.7500 1826.26 LIBERTY TOWNSHNJ 07838 1 05/20/05 04 0439506148 05 07/01/05 25.0000 1148784 O 06/01/35 0 9995467 E82/G02 F 109,500.00 ZZ 360 109,500.00 1 7.2500 746.98 93 7.0000 746.98 FORNEY TX 75126 2 06/21/05 04 0401131958 03 08/01/05 30.0000 0401131958 O 07/01/35 0 9995473 E82/G02 F 64,000.00 ZZ 360 64,000.00 1 7.3750 442.03 80 7.1250 442.03 LOCUST NC 28097 5 06/22/05 00 0401136056 05 08/01/05 0.0000 0401136056 O 07/01/35 0 9995477 E82/G02 F 227,200.00 ZZ 360 227,200.00 1 6.5000 1436.06 76 6.2500 1436.06 CENTREVILLE VA 20121 2 06/22/05 00 0401127170 01 08/01/05 0.0000 0401127170 O 07/01/35 0 9995497 E82/G02 F 94,500.00 ZZ 360 94,500.00 1 6.3750 589.56 63 6.1250 589.56 MOSCOW ID 83843 5 06/22/05 00 0401132840 05 08/01/05 0.0000 0401132840 O 07/01/35 0 9995517 E22/G02 F 348,000.00 ZZ 360 348,000.00 1 6.3750 2171.07 80 6.1250 2171.07 CHATHAM BORO NJ 07928 1 06/23/05 00 0424017796 05 08/01/05 0.0000 0424017796 O 07/01/35 0 9995669 E22/G02 F 107,200.00 ZZ 360 107,200.00 1 6.5000 677.58 80 6.2500 677.58 GRAND JUNCTIONCO 81503 5 06/17/05 00 0424463313 05 08/01/05 0.0000 0424463313 O 07/01/35 0 9995713 E22/G02 F 85,025.00 ZZ 360 85,025.00 1 6.7500 551.47 95 6.5000 551.47 DONNA TX 78537 1 06/23/05 04 0424664068 05 08/01/05 35.0000 0424664068 O 07/01/35 0 9995775 E22/G02 F 111,000.00 ZZ 360 111,000.00 1 6.3750 692.50 80 6.1250 692.50 COVINGTON GA 30016 1 06/23/05 00 0424501716 03 08/01/05 0.0000 0424501716 O 07/01/35 0 9995799 E22/G02 F 170,905.00 ZZ 360 170,905.00 1 7.1250 1151.42 95 6.8750 1151.42 MEMPHIS TN 38127 1 06/23/05 04 0424530665 05 08/01/05 35.0000 0424530665 O 07/01/35 0 9995865 E82/G02 F 106,400.00 ZZ 360 106,400.00 1 6.5000 672.52 80 6.2500 672.52 DOUGLASVILLE GA 30135 2 06/20/05 00 0401127527 05 08/01/05 0.0000 0401127527 O 07/01/35 0 9997209 E22/G02 F 107,900.00 ZZ 360 107,900.00 1 6.3750 673.16 80 6.1250 673.16 ALBUQUERQUE NM 87110 5 06/20/05 00 0423579762 05 08/01/05 0.0000 0423579762 O 07/01/35 0 9997375 E22/G02 F 177,972.00 ZZ 360 177,972.00 1 6.0000 1067.03 80 5.7500 1067.03 COMMERCE CITY CO 80022 1 06/24/05 00 0424345064 03 08/01/05 0.0000 0424345064 O 07/01/35 0 9997523 E22/G02 F 149,600.00 ZZ 360 149,600.00 1 6.3750 794.75 80 6.1250 794.75 SUMTER SC 29154 2 06/20/05 00 0424451730 05 08/01/05 0.0000 0424451730 O 07/01/35 0 9997527 E22/G02 F 248,000.00 ZZ 360 248,000.00 1 6.5000 1567.53 80 6.2500 1567.53 PORT SAINT LUCFL 34952 2 06/20/05 00 0424451854 05 08/01/05 0.0000 0424451854 O 07/01/35 0 9997559 E22/G02 F 367,920.00 ZZ 360 367,920.00 1 6.3750 2295.34 80 6.1250 2295.34 GRAND JUNCTIONCO 81503 1 06/24/05 00 0424478519 03 08/01/05 0.0000 0424478519 O 07/01/35 0 9997577 E22/G02 F 179,795.00 ZZ 360 179,795.00 1 6.5000 973.89 86 6.2500 973.89 SUMMERVILLE SC 29485 1 06/24/05 10 0424487486 03 08/01/05 25.0000 0424487486 O 07/01/35 0 9997619 E22/G02 F 143,000.00 ZZ 360 143,000.00 2 6.2500 880.48 48 6.0000 880.48 NEW ORLEANS LA 70119 1 06/24/05 00 0424513604 05 08/01/05 0.0000 0424513604 O 07/01/35 0 9997803 E22/G02 F 124,100.00 ZZ 360 124,100.00 1 6.3750 659.28 65 6.1250 659.28 PALM COAST FL 32137 1 06/24/05 00 0424724011 05 08/01/05 0.0000 0424724011 O 07/01/35 0 9997983 L21/G02 F 389,200.00 ZZ 360 389,200.00 1 6.2500 2396.38 80 6.0000 2396.38 DOYLESTOWN PA 18901 1 06/21/05 00 0439491663 05 08/01/05 0.0000 28505951 O 07/01/35 0 9997995 E82/G02 F 133,600.00 ZZ 360 133,600.00 1 6.8750 877.66 80 6.6250 877.66 LAS VEGAS NV 89113 5 06/23/05 00 0401124375 01 08/01/05 0.0000 0401124375 O 07/01/35 0 9998033 L21/G02 F 612,000.00 ZZ 360 612,000.00 1 5.8750 3620.22 80 5.6250 3620.22 PONTE VEDRA BEFL 32082 1 06/20/05 00 0439493800 03 08/01/05 0.0000 28505457 O 07/01/35 0 9999511 E44/G02 F 105,000.00 ZZ 360 105,000.00 1 6.3750 655.06 70 6.1250 655.06 SOUTH OGDEN UT 84405 5 06/10/05 00 0439493420 05 08/01/05 0.0000 58050024 O 07/01/35 0 10000091 E22/G02 F 119,920.00 ZZ 360 119,920.00 1 6.2500 624.58 80 6.0000 624.58 NEW BRAUNFELS TX 78132 1 06/22/05 00 0424459444 05 08/01/05 0.0000 0424459444 O 07/01/35 0 10000129 E22/G02 F 46,550.00 ZZ 360 46,550.00 1 7.1250 313.62 95 6.8750 313.62 WICHITA KS 67212 1 06/15/05 04 0424490654 05 08/01/05 35.0000 0424490654 O 07/01/35 0 10000133 E22/G02 F 146,600.00 ZZ 360 146,600.00 1 6.6250 809.35 80 6.3750 809.35 MONROE MI 48162 1 06/27/05 00 0424493997 05 08/01/05 0.0000 0424493997 O 07/01/35 0 10000257 E22/G02 F 112,000.00 ZZ 360 112,000.00 1 6.7500 630.00 80 6.5000 630.00 INDIANAPOLIS IN 46239 2 06/22/05 00 0423977230 05 08/01/05 0.0000 0423977230 O 07/01/35 0 10000329 E22/G02 F 165,600.00 ZZ 360 165,600.00 2 6.5000 1046.70 80 6.2500 1046.70 NEW HAVEN CT 06511 1 06/27/05 00 0424266401 05 08/01/05 0.0000 0424266401 O 07/01/35 0 10000331 E22/G02 F 145,000.00 ZZ 360 145,000.00 1 5.8750 857.73 80 5.6250 857.73 EAGLE RIVER AK 99577 2 06/21/05 00 0424268928 01 08/01/05 0.0000 0424268928 O 07/01/35 0 10000405 E22/G02 F 140,800.00 ZZ 360 140,800.00 1 6.0000 844.17 80 5.7500 844.17 COGAN HOUSE PA 17771 2 06/22/05 00 0424587699 05 08/01/05 0.0000 0424587699 O 07/01/35 0 10001139 624/G02 F 240,000.00 ZZ 360 239,777.71 1 6.3750 1497.29 50 6.1250 1497.29 NORCO CA 92860 1 05/19/05 00 0439497272 05 07/01/05 0.0000 1000079589 O 06/01/35 0 10001655 944/G02 F 359,650.00 ZZ 360 359,650.00 1 6.0000 1798.25 77 5.7500 1798.25 FREEHOLD NJ 07728 5 05/31/05 00 0439493107 05 08/01/05 0.0000 1001829108 O 07/01/35 0 10001667 944/G02 F 100,000.00 ZZ 360 100,000.00 1 6.1250 510.42 66 5.8750 510.42 HARRISONBURG VA 22801 1 05/13/05 00 0439492778 05 07/01/05 0.0000 1001819942 O 06/01/35 0 10001669 944/G02 F 280,000.00 ZZ 360 280,000.00 1 6.0000 1400.00 80 5.7500 1400.00 FORT MYERS FL 33908 5 05/25/05 00 0439495698 05 07/01/05 0.0000 1001827560 O 06/01/35 0 10001671 944/G02 F 152,000.00 ZZ 360 152,000.00 1 6.0000 760.00 80 5.7500 760.00 GRESHAM OR 97080 2 05/17/05 00 0439495771 05 07/01/05 0.0000 1001821986 O 06/01/35 0 10001687 944/G02 F 85,000.00 ZZ 360 85,000.00 1 5.8750 502.81 46 5.6250 502.81 VIRGINIA BEACHVA 23451 5 06/06/05 00 0439494204 05 08/01/05 0.0000 1001831000 O 07/01/35 0 10001689 944/G02 F 223,300.00 ZZ 360 223,300.00 1 6.1250 1139.76 70 5.8750 1139.76 MESA AZ 85208 5 06/10/05 00 0439495722 05 08/01/05 0.0000 1001824399 O 07/01/35 0 10001695 944/G02 F 264,000.00 ZZ 360 264,000.00 1 5.8750 1561.66 50 5.6250 1561.66 RAMONA CA 92065 5 06/03/05 00 0439492133 05 08/01/05 0.0000 1001831540 O 07/01/35 0 10001705 944/G02 F 163,200.00 ZZ 360 163,200.00 1 6.2500 850.00 80 6.0000 850.00 PORTLAND OR 97219 5 06/06/05 00 0439504333 05 08/01/05 0.0000 1001830712 O 07/01/35 0 10001727 944/G02 F 975,000.00 ZZ 360 975,000.00 1 6.5000 5281.25 75 6.2500 5281.25 MISSION VIEJO CA 92692 1 06/02/05 00 0439504127 03 08/01/05 0.0000 1001829177 O 07/01/35 0 10001983 E22/G02 F 394,000.00 ZZ 360 394,000.00 1 6.0000 2362.23 86 5.7500 2362.23 PUEBLO WEST CO 81007 2 06/23/05 04 0424213544 05 08/01/05 25.0000 0424213544 O 07/01/35 0 10002001 E22/G02 F 153,000.00 ZZ 360 153,000.00 1 6.5000 967.06 67 6.2500 967.06 HAMPTON VA 23661 2 06/23/05 00 0424268175 05 08/01/05 0.0000 0424268175 O 07/01/35 0 10002045 E22/G02 F 236,000.00 ZZ 360 236,000.00 1 6.2500 1453.09 80 6.0000 1453.09 SEEKONK MA 02771 1 06/28/05 00 0424353076 05 08/01/05 0.0000 0424353076 O 07/01/35 0 10002067 E22/G02 F 184,000.00 ZZ 360 184,000.00 1 6.2500 1132.92 80 6.0000 1132.92 MC CALLA AL 35111 2 06/23/05 00 0424381051 05 08/01/05 0.0000 0424381051 O 07/01/35 0 10002089 E22/G02 F 107,000.00 ZZ 360 107,000.00 1 6.3750 667.54 100 6.1250 667.54 GALLATIN TN 37066 1 06/28/05 04 0424404952 05 08/01/05 35.0000 0424404952 O 07/01/35 0 10002169 E22/G02 F 100,000.00 ZZ 360 100,000.00 1 6.5000 541.67 43 6.2500 541.67 MIAMI BEACH FL 33139 5 06/23/05 00 0424480531 01 08/01/05 0.0000 0424480531 O 07/01/35 0 10002215 E22/G02 F 300,000.00 ZZ 360 300,000.00 1 6.2500 1847.15 83 6.0000 1847.15 BROOKLYN NY 11203 5 06/23/05 10 0424514776 07 08/01/05 12.0000 0424514776 O 07/01/35 0 10002379 E22/G02 F 284,000.00 ZZ 360 284,000.00 1 6.2500 1748.64 45 6.0000 1748.64 SAINT GEORGE UT 84790 2 06/21/05 00 0424633451 05 08/01/05 0.0000 0424633451 O 07/01/35 0 10002433 E22/G02 F 180,000.00 ZZ 360 180,000.00 1 6.0000 900.00 80 5.7500 900.00 SEATTLE WA 98106 1 06/23/05 00 0424714681 05 08/01/05 0.0000 0424714681 O 07/01/35 0 10002609 624/G02 F 600,000.00 ZZ 360 600,000.00 1 6.3750 3743.22 75 6.1250 3743.22 FOUNTAIN VALLECA 92708 1 06/02/05 00 0439496910 05 08/01/05 0.0000 1000081952 O 07/01/35 0 10002621 624/G02 F 119,920.00 ZZ 360 119,920.00 1 6.6250 767.86 80 6.3750 767.86 CHINA GROVE NC 28023 1 06/10/05 00 0439493081 05 08/01/05 0.0000 1000082405 O 07/01/35 0 10002637 624/G02 F 226,000.00 ZZ 360 226,000.00 1 6.1250 1373.20 73 5.8750 1373.20 RIVERSIDE CA 92509 2 06/01/05 00 0439504085 05 08/01/05 0.0000 1000081872 O 07/01/35 0 10002707 624/G02 F 316,800.00 ZZ 360 316,800.00 1 6.2500 1950.59 80 6.0000 1950.59 SANTA CLARITA CA 91351 5 05/25/05 00 0439503731 05 08/01/05 0.0000 1000081441 O 07/01/35 0 10002713 624/G02 F 448,000.00 ZZ 360 448,000.00 2 6.2500 2758.41 80 6.0000 2758.41 LONG BEACH CA 90805 5 05/26/05 00 0439505017 05 08/01/05 0.0000 1000082123 O 07/01/35 0 10002741 624/G02 F 359,650.00 ZZ 360 359,650.00 1 6.5000 2273.23 70 6.2500 2273.23 HAWTHORNE CA 90250 5 06/03/05 00 0439502758 05 08/01/05 0.0000 1000082311 O 07/01/35 0 10002743 624/G02 F 399,200.00 ZZ 360 399,200.00 1 5.8750 2361.42 79 5.6250 2361.42 UPLAND CA 91786 1 06/09/05 00 0439496399 05 08/01/05 0.0000 1000081151 O 07/01/35 0 10003143 L49/G02 F 85,900.00 ZZ 360 85,900.00 1 6.5000 542.95 47 6.2500 542.95 QUEEN CREEK AZ 85242 1 06/09/05 00 0439498783 05 08/01/05 0.0000 10025814 O 07/01/35 0 10003145 L49/G02 F 234,600.00 ZZ 360 234,600.00 1 5.8750 1387.75 95 5.6250 1387.75 BOYNTON BEACH FL 33426 1 06/07/05 12 0439495284 09 08/01/05 30.0000 10021355 O 07/01/35 0 10003179 L49/G02 F 630,000.00 ZZ 360 630,000.00 1 5.8750 3726.69 65 5.6250 3726.69 SAN CLEMENTE CA 92673 5 06/01/05 00 0439498635 03 08/01/05 0.0000 10028570 O 07/01/35 0 10003189 L49/G02 F 109,550.00 ZZ 360 109,550.00 1 6.8750 719.67 70 6.6250 719.67 BUCKEYE AZ 85326 1 06/07/05 00 0439494600 05 08/01/05 0.0000 10025594 O 07/01/35 0 10003479 E22/G02 F 75,000.00 ZZ 360 75,000.00 1 6.5000 474.05 44 6.2500 474.05 NORTH BRANFORDCT 06471 1 06/29/05 00 0424159275 01 08/01/05 0.0000 0424159275 O 07/01/35 0 10003543 E22/G02 F 174,000.00 ZZ 360 174,000.00 1 6.3750 924.38 90 6.1250 924.38 DENVER CO 80239 5 06/24/05 04 0424435717 03 08/01/05 25.0000 0424435717 O 07/01/35 0 10003577 E22/G02 F 260,000.00 ZZ 240 260,000.00 1 6.2500 1900.41 61 6.0000 1900.41 HOLBROOK NY 11741 5 06/23/05 00 0424460178 05 08/01/05 0.0000 0424460178 O 07/01/25 0 10003599 E22/G02 F 180,000.00 ZZ 360 180,000.00 1 6.5000 1137.72 80 6.2500 1137.72 LOVELAND CO 80538 5 06/24/05 00 0424476778 05 08/01/05 0.0000 0424476778 O 07/01/35 0 10003649 E22/G02 F 105,000.00 ZZ 360 105,000.00 1 6.3750 655.06 75 6.1250 655.06 VERO BEACH FL 32960 5 06/24/05 00 0424497535 05 08/01/05 0.0000 0424497535 O 07/01/35 0 10003873 E22/G02 F 186,400.00 ZZ 360 186,400.00 1 6.3750 990.25 80 6.1250 990.25 FLORISSANT CO 80816 2 06/24/05 00 0424650000 05 08/01/05 0.0000 0424650000 O 07/01/35 0 10004023 E22/G02 F 150,000.00 ZZ 360 150,000.00 1 6.6250 960.47 75 6.3750 960.47 PALM COAST FL 32164 1 06/29/05 00 0424342574 03 08/01/05 0.0000 0424342574 O 07/01/35 0 10004449 624/G02 F 234,320.00 ZZ 360 234,320.00 1 6.3750 1244.83 80 6.1250 1244.83 LEMOORE CA 93245 1 06/16/05 00 0439503863 05 08/01/05 0.0000 1000083960 O 07/01/35 0 10004785 U05/G02 F 144,000.00 TX 360 144,000.00 1 6.5000 910.18 80 6.2500 910.18 RICHARDSON TX 75081 5 06/24/05 00 0439510322 05 08/01/05 0.0000 3000774278 O 07/01/35 0 10004787 F62/F62 F 209,950.00 ZZ 360 209,950.00 1 6.7500 1361.73 95 6.5000 1361.73 MIAMI FL 33186 1 06/22/05 04 46118 09 08/01/05 30.0000 46118 O 07/01/35 0 10004827 F62/F62 F 257,000.00 ZZ 360 257,000.00 1 6.2500 1582.39 62 6.0000 1582.39 MIAMI FL 33185 5 05/27/05 00 46317 05 08/01/05 0.0000 46317 O 07/01/35 0 10004971 944/G02 F 636,000.00 ZZ 360 636,000.00 1 6.2500 3915.96 80 6.0000 3915.96 SCOTTSDALE AZ 85262 1 06/06/05 00 0439500331 03 08/01/05 0.0000 1001829999 O 07/01/35 0 10004983 944/G02 F 140,000.00 ZZ 360 140,000.00 1 6.0000 839.37 67 5.7500 839.37 CENTRAL POINT OR 97502 5 06/03/05 00 0439500687 05 08/01/05 0.0000 1001829506 O 07/01/35 0 10004987 944/G02 F 568,000.00 ZZ 360 568,000.00 1 5.8750 2780.83 62 5.6250 2780.83 LONG BEACH CA 90803 5 06/03/05 00 0439504069 05 08/01/05 0.0000 1001831638 O 07/01/35 0 10004993 944/G02 F 480,000.00 ZZ 360 480,000.00 1 6.3750 2994.58 80 6.1250 2994.58 HAYWARD CA 94545 1 06/02/05 00 0439504234 03 08/01/05 0.0000 1001829921 O 07/01/35 0 10005013 944/G02 F 143,000.00 ZZ 360 143,000.00 1 6.0000 715.00 72 5.7500 715.00 SURPRISE AZ 85379 5 05/17/05 00 0439501537 03 07/01/05 0.0000 1001825649 O 06/01/35 0 10005015 944/G02 F 243,500.00 ZZ 360 243,500.00 1 6.2500 1499.27 75 6.0000 1499.27 MESA AZ 85207 5 06/01/05 00 0439504218 03 08/01/05 0.0000 1001824810 O 07/01/35 0 10005021 944/G02 F 331,000.00 ZZ 360 331,000.00 1 5.8750 1957.99 64 5.6250 1957.99 BERRYVILLE VA 22611 5 06/10/05 00 0439504291 05 08/01/05 0.0000 1001827772 O 07/01/35 0 10006015 E22/G02 F 286,400.00 ZZ 360 286,400.00 1 6.3750 1786.76 80 6.1250 1786.76 HOWELL MI 48843 1 06/30/05 00 0424345304 05 08/01/05 0.0000 0424345304 O 07/01/35 0 10006077 E22/G02 F 323,000.00 ZZ 360 323,000.00 1 6.5000 1749.58 95 6.2500 1749.58 APOLLO BEACH FL 33572 1 06/30/05 10 0424418796 03 08/01/05 30.0000 0424418796 O 07/01/35 0 10006253 E22/G02 F 164,000.00 ZZ 360 164,000.00 1 6.1250 837.08 80 5.8750 837.08 GLEN BURNIE MD 21060 1 06/30/05 00 0424533891 01 08/01/05 0.0000 0424533891 O 07/01/35 0 10006699 P44/G02 F 350,000.00 ZZ 360 350,000.00 1 6.0000 2098.43 78 5.7500 2098.43 BOURNE(SAGAMORMA 02561 5 06/23/05 00 0439517590 05 08/01/05 0.0000 BODIO O 07/01/35 0 10006877 U19/G02 F 328,800.00 ZZ 360 328,800.00 1 5.5000 1866.89 80 5.2500 1866.89 WENTZVILLE MO 63385 1 06/24/05 00 0439516139 05 08/01/05 0.0000 2600711342 O 07/01/35 0 10009061 E22/G02 F 220,960.00 ZZ 360 220,960.00 1 6.3750 1378.50 80 6.1250 1378.50 SALT LAKE CITYUT 84108 1 06/30/05 00 0424531242 08 08/01/05 0.0000 0424531242 O 07/01/35 0 10009279 E22/G02 F 157,800.00 ZZ 360 157,800.00 1 6.3750 838.31 80 6.1250 838.31 BOISE ID 83714 1 06/29/05 00 0424758258 03 08/01/05 0.0000 0424758258 O 07/01/35 0 10009393 E22/G02 F 153,000.00 ZZ 360 153,000.00 1 6.3750 954.52 55 6.1250 954.52 TROY MI 48085 2 06/27/05 00 0424331262 05 08/01/05 0.0000 0424331262 O 07/01/35 0 10009395 E22/G02 F 138,400.00 ZZ 360 138,400.00 1 6.2500 852.15 80 6.0000 852.15 HANLEY FALLS MN 56245 5 06/27/05 00 0424338143 05 08/01/05 0.0000 0424338143 O 07/01/35 0 10014249 477/G02 F 220,000.00 ZZ 360 220,000.00 1 6.3750 1372.51 84 6.1250 1372.51 SACRAMENTO CA 95822 5 06/10/05 10 0439530965 05 08/01/05 6.0000 272372 O 07/01/35 0 10014641 E22/G02 F 190,000.00 ZZ 360 190,000.00 1 6.6250 1216.59 73 6.3750 1216.59 MIAMI FL 33193 5 06/28/05 00 0424481067 05 08/01/05 0.0000 0424481067 O 07/01/35 0 10014657 E22/G02 F 162,400.00 ZZ 360 162,400.00 1 6.3750 1013.16 80 6.1250 1013.16 SPRINGFIELD VT 05156 5 06/28/05 00 0424499630 05 08/01/05 0.0000 0424499630 O 07/01/35 0 10014739 E22/G02 F 123,000.00 ZZ 360 123,000.00 1 6.1250 747.36 80 5.8750 747.36 LARAMIE WY 82072 5 06/28/05 00 0424573731 05 08/01/05 0.0000 0424573731 O 07/01/35 0 10017725 U85/G02 F 94,500.00 ZZ 360 94,500.00 1 7.2500 644.66 95 7.0000 644.66 SHEBOYGAN WI 53081 1 06/20/05 14 0439534785 05 08/01/05 30.0000 90354512 O 07/01/35 0 10017735 U85/G02 F 57,600.00 ZZ 360 57,600.00 1 7.0000 383.21 80 6.7500 383.21 MILWAUKEE WI 53218 1 06/27/05 00 0439535089 05 08/01/05 0.0000 0505012345 O 07/01/35 0 10017881 E22/G02 F 117,000.00 ZZ 360 117,000.00 1 6.2500 720.39 94 6.0000 720.39 BELT MT 59412 2 06/30/05 10 0424096055 05 08/01/05 30.0000 0424096055 O 07/01/35 0 10017909 E22/G02 F 134,000.00 TX 240 134,000.00 1 6.5000 999.07 73 6.2500 999.07 HOUSTON TX 77070 5 06/30/05 00 0424350239 03 08/01/05 0.0000 0424350239 O 07/01/25 0 10019527 624/G02 F 546,400.00 ZZ 360 546,400.00 1 6.6250 3498.66 80 6.3750 3498.66 GARDEN GROVE CA 92843 1 06/08/05 00 0439529116 05 08/01/05 0.0000 1000082277 O 07/01/35 0 Total Number of Loans 538 Total Original Balance 133,001,359.00 Total Principal Balance 132,838,393.44 Total Original P+I 795,323.76 Total Current P+I 795,293.19 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 9669314 0.2500 112109.25 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9734274 0.2500 109765.57 0.0800 7.7500 0.0000 7.5000 0.0000 7.4200 6.0000 1.4200 9788402 0.2500 200000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9789280 0.2500 157692.85 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9789284 0.2500 84081.01 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9789292 0.2500 211738.75 0.0800 7.3750 0.0000 7.1250 0.0000 7.0450 6.0000 1.0450 9789294 0.2500 47417.62 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9789302 0.2500 89123.20 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789320 0.2500 99913.90 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789334 0.2500 109101.28 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9789338 0.2500 518683.13 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9789340 0.2500 55919.82 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9789346 0.2500 202316.94 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9789368 0.2500 108206.75 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789394 0.2500 76332.59 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9789400 0.2500 91918.83 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9789424 0.2500 59070.33 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9789426 0.2500 57471.67 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9789428 0.2500 18188.09 0.0800 8.1250 0.0000 7.8750 0.0000 7.7950 6.0000 1.7950 9789458 0.2500 32351.56 0.0800 7.5000 0.0000 7.2500 0.0000 7.1700 6.0000 1.1700 9789498 0.2500 279770.48 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9789500 0.2500 224766.17 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9789530 0.2500 67142.14 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789538 0.2500 111898.75 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9789568 0.2500 59451.22 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9789578 0.2500 49955.88 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9815722 0.2500 112000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9819117 0.2500 107137.42 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9824494 0.2500 243518.72 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9826198 0.2500 399620.46 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9832312 0.2500 68742.20 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9835919 0.2500 107705.52 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9837440 0.2500 131600.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9848449 0.2500 121970.53 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9848697 0.2500 92000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9862585 0.2500 169600.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9864727 0.2500 105000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9872295 0.2500 136926.84 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9872529 0.2500 180000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9881279 0.2500 118269.06 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9882063 0.2500 134749.27 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9889541 0.2500 125343.31 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9892459 0.2500 200515.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9892489 0.2500 109401.30 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9898231 0.2500 64804.32 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9899749 0.2500 216000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9901937 0.2500 153328.21 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9901969 0.2500 158119.73 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9905079 0.2500 233365.68 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9905821 0.2500 104727.27 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9905881 0.2500 95817.35 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9912799 0.2500 154126.78 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9912875 0.2500 123114.79 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9915907 0.2500 125600.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9916109 0.2500 29651.18 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9917301 0.2500 120000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9917357 0.2500 121600.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9917435 0.2500 269134.45 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9919033 0.2500 205000.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9920659 0.2500 166500.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9921579 0.2500 131782.97 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9922795 0.2500 159632.51 0.0800 7.3750 0.0000 7.1250 0.0000 7.0450 6.0000 1.0450 9922853 0.2500 125696.97 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9923311 0.2500 137750.00 0.0800 7.5000 0.0000 7.2500 0.0000 7.1700 6.0000 1.1700 9924721 0.2500 128000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9924729 0.2500 152858.29 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9928609 0.2500 138400.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9932419 0.2500 191900.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9932577 0.2500 167992.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9932581 0.2500 118750.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9933171 0.2500 168000.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9933173 0.2500 157500.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9933609 0.2500 140400.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9933669 0.2500 139995.73 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9933763 0.2500 221000.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9934625 0.2500 160000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9939025 0.2500 189600.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9939189 0.2500 244600.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9941795 0.2500 176062.55 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9941869 0.2500 167200.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9942495 0.2500 270750.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9943697 0.2500 159872.05 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9944035 0.2500 103908.25 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9946573 0.2500 127479.25 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9946865 0.2500 600843.49 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9946873 0.2500 252276.09 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9946915 0.2500 129191.92 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9947095 0.2500 263012.27 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9947099 0.2500 169640.18 0.0800 7.3750 0.0000 7.1250 0.0000 7.0450 6.0000 1.0450 9947333 0.2500 185000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9947347 0.2500 119631.15 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9947413 0.2500 166498.75 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9947439 0.2500 107058.34 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9947497 0.2500 233297.65 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9947843 0.2500 120000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9949061 0.2500 199810.24 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9949235 0.2500 220000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9951689 0.2500 213952.68 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9951725 0.2500 123531.04 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9951733 0.2500 126137.09 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9953107 0.2500 130350.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9953825 0.2500 440180.91 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9953827 0.2500 384318.77 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9953829 0.2500 384318.77 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9953835 0.2500 519057.27 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9954053 0.2500 205215.55 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9955383 0.2500 84928.59 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9955421 0.2500 50107.87 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9955517 0.2500 166981.72 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9955529 0.8200 341423.71 0.0550 6.8750 0.0000 6.0550 0.0000 6.0000 6.0000 0.0000 9955795 0.2500 279528.19 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9955959 0.2500 52114.17 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9956159 0.2500 51105.47 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9956231 0.2500 54913.92 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9956255 0.8200 151079.09 0.0800 7.1250 0.0000 6.3050 0.0000 6.2250 6.0000 0.2250 9956257 0.2500 52116.27 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9956627 0.2500 79041.93 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9956641 0.2500 159709.93 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9956681 0.2500 122049.87 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9956699 0.2500 163858.80 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9956825 0.2500 328259.41 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9957001 0.2500 123391.04 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9957029 0.2500 143876.02 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9957077 0.2500 182600.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9957089 0.8200 30127.63 0.0800 7.5000 0.0000 6.6800 0.0000 6.6000 6.0000 0.6000 9957163 0.2500 109410.75 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9957165 0.2500 83854.95 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9957167 0.2500 86250.80 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9957173 0.2500 83846.58 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9957177 0.2500 107107.70 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9957181 0.2500 109505.64 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9957183 0.2500 111903.57 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9957201 0.2500 159300.00 0.0800 7.0000 0.0000 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6.5000 0.0000 6.4200 6.0000 0.4200 9994595 0.2500 248300.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9994615 0.2500 77600.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9994621 0.2500 523250.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9994749 0.2500 327703.49 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9994787 0.2500 325000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9994811 0.2500 125000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9994829 0.2500 104000.00 0.0800 7.3750 0.0000 7.1250 0.0000 7.0450 6.0000 1.0450 9995537 0.2500 70200.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9995539 0.2500 128000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9995607 0.2500 135000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9995621 0.2500 179200.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9995691 0.2500 59200.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9995727 0.2500 32500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9995745 0.2500 58500.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9995767 0.2500 166500.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9995843 0.2500 32500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9997357 0.2500 156400.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9997407 0.2500 129675.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9997571 0.2500 50220.00 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9998011 0.2500 159300.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9999935 0.2500 162400.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 10000009 0.2500 193600.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 10000115 0.2500 211500.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 10000165 0.2500 84000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 10000241 0.2500 179000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 10000427 0.2500 162390.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 10000491 0.2500 193600.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10001921 0.2500 55300.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 10001973 0.2500 103920.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 10002125 0.2500 109930.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10002361 0.2500 132750.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 10003413 0.2500 157750.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 10003449 0.2500 342000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 10003451 0.2500 123200.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 10003473 0.2500 171000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 10004995 0.2500 216000.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 10005009 0.2500 356000.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 10005843 0.2500 150000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 10005981 0.2500 200000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10006203 0.2500 122500.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 10006213 0.2500 125000.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 10006247 0.2500 234000.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 10006427 0.2500 264000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10006431 0.2500 268000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10006433 0.2500 260000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10006435 0.2500 288000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10009007 0.2500 134000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 10009009 0.2500 189000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 10009073 0.2500 169650.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 10009153 0.2500 120800.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10009163 0.2500 380000.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 10009195 0.2500 193520.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 10009241 0.2500 20000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 10009335 0.2500 153000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 10019143 0.2500 165300.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 Total Number of Loans: 361 Total Original Balance: 57,936,374.00 Total Principal Balance: 57,893,836.88 Total Original P+I: 357,310.08 Total Current P+I: 357,300.85 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 9669386 0.6820 165889.74 0.0800 7.6250 0.0000 6.9430 0.0000 6.8630 6.0000 0.8630 9669450 0.9110 118784.38 0.0800 7.8750 0.0000 6.9640 0.0000 6.8840 6.0000 0.8840 9734598 0.7900 166109.03 0.0800 7.3750 0.0000 6.5850 0.0000 6.5050 6.0000 0.5050 9734648 0.2500 115726.87 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9734660 0.7900 142069.58 0.0800 7.7500 0.0000 6.9600 0.0000 6.8800 6.0000 0.8800 9734694 0.7900 124178.06 0.0800 7.6250 0.0000 6.8350 0.0000 6.7550 6.0000 0.7550 9734754 0.7900 161147.10 0.0800 7.6250 0.0000 6.8350 0.0000 6.7550 6.0000 0.7550 9734770 0.7900 155667.53 0.0800 7.7500 0.0000 6.9600 0.0000 6.8800 6.0000 0.8800 9734834 0.7900 129879.52 0.0800 7.8750 0.0000 7.0850 0.0000 7.0050 6.0000 1.0050 9734962 0.7900 150711.57 0.0800 7.5000 0.0000 6.7100 0.0000 6.6300 6.0000 0.6300 9741404 0.2500 418961.15 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9751464 0.2500 197460.09 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9783840 0.2500 199441.33 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9783868 0.2500 231382.51 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9783876 0.2500 229140.84 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9783930 0.2500 182827.37 0.0800 7.5000 0.0000 7.2500 0.0000 7.1700 6.0000 1.1700 9784014 0.2500 104240.62 0.0800 7.3750 0.0000 7.1250 0.0000 7.0450 6.0000 1.0450 9784096 0.2500 113413.21 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9784136 0.2500 39843.50 0.0800 7.7500 0.0000 7.5000 0.0000 7.4200 6.0000 1.4200 9784138 0.2500 135501.69 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9789126 0.2500 97703.51 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9789132 0.2500 134736.89 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9789134 0.2500 124268.76 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9789136 0.2500 558984.74 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9789140 0.2500 239575.33 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9789156 0.2500 412117.94 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9789290 0.2500 159851.80 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9789312 0.2500 121744.48 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9789316 0.2500 305742.92 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9789326 0.2500 86238.55 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789328 0.2500 475670.04 0.0800 7.7500 0.0000 7.5000 0.0000 7.4200 6.0000 1.4200 9789356 0.2500 124857.27 0.0800 7.5000 0.0000 7.2500 0.0000 7.1700 6.0000 1.1700 9789370 0.2500 174249.84 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789374 0.2500 63866.30 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9789408 0.2500 33971.43 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9789414 0.2500 133405.04 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789416 0.2500 229801.97 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789434 0.2500 128134.06 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9789444 0.2500 79831.21 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789450 0.2500 28773.96 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9789452 0.2500 159335.41 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9789456 0.2500 259764.95 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9789462 0.2500 73530.16 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9789474 0.2500 108097.33 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9789486 0.2500 199743.24 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9789502 0.2500 239808.07 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9789504 0.2500 29972.21 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9789524 0.2500 239783.03 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9789532 0.2500 259753.30 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9789536 0.2500 335681.18 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9789544 0.2500 207403.02 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9789558 0.2500 49963.81 0.0800 7.6250 0.0000 7.3750 0.0000 7.2950 6.0000 1.2950 9789564 0.2500 55877.44 0.0800 7.3750 0.0000 7.1250 0.0000 7.0450 6.0000 1.0450 9789576 0.2500 319938.73 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9789580 0.2500 190835.55 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9789586 0.2500 76732.24 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9815264 0.2500 699367.19 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9815276 0.2500 376449.50 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9816058 0.2500 202345.89 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9816062 0.2500 131123.73 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9816068 0.2500 319989.75 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9816070 0.2500 138901.42 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9818300 0.2500 176219.58 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9818304 0.2500 129867.46 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9818312 0.2500 129767.56 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9818332 0.2500 127632.28 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9818340 0.2500 71926.59 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9824514 0.2500 312400.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9826194 0.2500 568000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9826206 0.2500 598650.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9829458 0.2500 208000.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9832446 0.2500 428000.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9843988 0.2500 321600.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9857642 0.2500 487200.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9860804 0.2500 481600.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9860816 0.2500 232000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9891037 0.2500 139589.71 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9898439 0.2500 358099.39 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9899123 0.2500 256000.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9899655 0.2500 156900.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9899771 0.2500 284000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9899783 0.2500 138342.20 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9901761 0.2500 371403.27 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9902447 0.2500 116500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9902509 0.2500 189174.07 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9902691 0.2500 131920.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9916301 0.2500 154400.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9916379 0.2500 59765.45 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9916767 0.2500 222999.98 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9916781 0.2500 192000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9916787 0.2500 152401.66 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9916871 0.2500 117975.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9919707 0.2500 349024.85 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9920723 0.2500 45908.19 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9920763 0.2500 104800.23 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9920775 0.2500 167796.80 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9922661 0.2500 153471.27 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9922757 0.2500 105313.32 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9922811 0.2500 146713.51 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9922817 0.2500 138486.01 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9923189 0.2500 189452.09 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9923225 0.2500 135870.95 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9923367 0.2500 111896.27 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9923637 0.2500 276000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9923703 0.2500 508000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9924343 0.2500 312000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9924617 0.2500 179825.05 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9924741 0.2500 107155.38 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9925035 0.2500 139800.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9925271 0.2500 160369.27 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9925823 0.7920 123147.93 0.0800 7.7500 0.0000 6.9580 0.0000 6.8780 6.0000 0.8780 9925825 0.9810 145761.87 0.0800 7.5000 0.0000 6.5190 0.0000 6.4390 6.0000 0.4390 9925863 0.7190 144945.92 0.0800 7.8750 0.0000 7.1560 0.0000 7.0760 6.0000 1.0760 9926431 0.2500 131880.67 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9926663 0.2500 286900.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9928815 0.2500 194800.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9929041 0.2500 127773.51 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9932761 0.2500 148000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9933385 0.2500 102000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9933463 0.2500 232577.58 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9933471 0.2500 149600.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9933501 0.2500 234895.89 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9933525 0.2500 122754.49 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9933603 0.2500 183798.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9933605 0.2500 103806.85 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9933681 0.2500 204000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9933731 0.2500 205598.33 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9939117 0.2500 113600.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9939197 0.2500 129485.66 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9941265 0.2500 200000.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9942491 0.2500 135000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9943589 0.2500 103905.98 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9945025 0.2500 129870.58 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9946449 0.2500 114072.66 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9946475 0.2500 207100.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9946689 0.2500 39909.80 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9946717 0.2500 151200.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9946745 0.2500 41890.91 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9946751 0.2500 191476.44 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9946791 0.2500 107726.25 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9946817 0.2500 109661.90 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9946849 0.2500 209369.67 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9946885 0.2500 171756.20 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9946921 0.2500 130625.15 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9946967 0.2500 219428.53 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9946969 0.2500 189044.33 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9947001 0.2500 184994.17 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9947213 0.2500 114673.60 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9947247 0.2500 183500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9947609 0.2500 152884.84 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 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9978437 0.2500 359316.89 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9978461 0.2500 483603.27 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 9981379 0.2500 164831.77 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9981443 0.2500 194318.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9981447 0.2500 197841.66 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9981483 0.2500 180495.78 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9981515 0.2500 161620.72 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9981527 0.2500 213057.39 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9981529 0.2500 238173.79 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9981629 0.2500 206016.64 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9981637 0.2500 159649.77 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 6.0000 0.9200 9981639 0.2500 174821.57 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9981667 0.2500 231763.46 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9981671 0.2500 239669.51 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9981719 0.2500 177414.57 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9981735 0.2500 168247.76 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9981745 0.2500 239783.03 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9981783 0.2500 165131.26 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9981809 0.2500 185000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9981833 0.2500 249699.75 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9981835 0.2500 249243.21 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9981861 0.2500 175000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9981893 0.2500 214800.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9981967 0.2500 185600.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9982021 0.2500 199620.41 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9982039 0.2500 249471.53 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9982069 0.2500 191074.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9982071 0.2500 205418.60 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9982987 0.2500 193603.45 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 9982989 0.2500 207631.95 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9983255 0.2500 199284.88 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9984511 0.2500 148805.23 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9984523 0.2500 241531.45 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9984573 0.2500 183529.86 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 9984617 0.2500 208000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9986579 0.2500 275500.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9986629 0.2500 236000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9987019 0.2500 164140.30 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9988991 0.2500 237514.71 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9989081 0.2500 205600.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9989323 0.2500 188300.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9989681 0.2500 195920.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9989717 0.2500 244000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9989899 0.2500 189000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9992227 0.2500 148865.30 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 6.0000 0.1700 9992273 0.2500 319200.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9992283 0.2500 150000.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9992291 0.2500 113600.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9992335 0.2500 192950.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9992361 0.2500 158400.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 6.0000 0.4200 9992383 0.2500 224000.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9992413 0.2500 182000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9992467 0.2500 158516.71 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 6.0000 0.5450 9994599 0.2500 190000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9994603 0.2500 248278.99 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9994733 0.2500 217793.16 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9994773 0.2500 206101.58 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9994805 0.2500 200000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 9994813 0.2500 240000.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9994817 0.2500 184000.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 6.0000 0.7950 9994843 0.2500 200000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 9997229 0.2500 469000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 9997411 0.2500 206200.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 9999409 0.2500 215588.53 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 10000121 0.2500 128100.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 10001109 0.2500 140000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 10001663 0.2500 185600.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 10001681 0.2500 222400.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 6.0000 0.0450 10001919 0.2500 194750.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 6.0000 0.6700 10002737 0.2500 200000.00 0.0300 6.0000 0.0000 5.7500 0.0000 5.7200 5.7200 0.0000 10003305 0.2500 103115.24 0.0800 6.9900 0.0000 6.7400 0.0000 6.6600 6.0000 0.6600 10003949 0.2500 194400.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10004977 0.2500 182000.00 0.0300 5.8750 0.0000 5.6250 0.0000 5.5950 5.5950 0.0000 10004981 0.2500 176250.00 0.0300 6.1250 0.0000 5.8750 0.0000 5.8450 5.8450 0.0000 10005089 0.2500 125000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 10005117 0.2500 195700.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 10006125 0.2500 193600.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 10006219 0.2500 200000.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 10006319 0.2500 217892.00 0.0300 6.2500 0.0000 6.0000 0.0000 5.9700 5.9700 0.0000 10006453 0.2500 199900.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10006841 0.2500 304000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 10006845 0.2500 344000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 10006873 0.2500 178400.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 10006875 0.2500 217600.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 6.0000 0.2950 Total Number of Loans: 382 Total Original Balance: 75,099,730.00 Total Principal Balance: 75,015,291.18 Total Original P+I: 454,636.56 Total Current P+I: 454,632.74 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 9669344 0.9750 166636.98 0.0800 7.6250 0.0000 6.6500 0.0000 6.5700 5.5000 1.0700 9669470 0.7530 146723.59 0.0800 7.7500 0.0000 6.9970 0.0000 6.9170 5.5000 1.4170 9734268 0.2500 129645.52 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9734692 0.2500 131657.13 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9734818 0.7900 140292.77 0.0800 7.6250 0.0000 6.8350 0.0000 6.7550 5.5000 1.2550 9743572 0.2500 331333.17 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9751490 0.2500 163500.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9751522 0.2500 142205.79 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9751528 0.2500 335000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9751560 0.2500 350000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9782170 0.2500 262499.60 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9784086 0.2500 151386.37 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9789130 0.2500 582662.25 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9789288 0.2500 435676.42 0.0800 7.5000 0.0000 7.2500 0.0000 7.1700 5.5000 1.6700 9789300 0.2500 220305.45 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9789322 0.2500 271754.10 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9789362 0.2500 273615.34 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9789386 0.2500 363628.88 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9789412 0.2500 369345.30 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9789438 0.2500 331062.12 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9789446 0.2500 504497.26 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9789520 0.2500 304524.45 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9789588 0.2500 79925.90 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9798272 0.2500 93500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9815262 0.2500 518911.85 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9818298 0.2500 307385.23 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9818302 0.2500 279413.94 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9818322 0.2500 259481.05 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9818346 0.2500 96905.72 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9818350 0.2500 259747.29 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9839718 0.2500 405000.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9846682 0.2500 279900.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9853773 0.2500 396714.36 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.5000 1.2950 9860047 0.2500 446200.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9864773 0.2500 414865.68 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9899115 0.2500 136000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9899189 0.2500 320000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9899315 0.2500 492000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9899347 0.2500 400000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9899711 0.2500 233000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9902547 0.2500 281624.48 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9902551 0.2500 279992.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9905827 0.2500 50352.01 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9916735 0.2500 115100.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9920555 0.2500 223573.81 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9926451 0.2500 257367.12 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9928823 0.2500 142394.25 0.0800 7.5000 0.0000 7.2500 0.0000 7.1700 5.5000 1.6700 9932407 0.2500 58003.58 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.5000 1.2950 9933237 0.2500 175011.99 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9933299 0.2500 264000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9933333 0.2500 164000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9933397 0.2500 291403.11 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9933487 0.2500 399999.99 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9933497 0.2500 279441.11 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9933527 0.2500 151649.03 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9933647 0.2500 510299.99 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9933649 0.2500 247249.99 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9933725 0.2500 112800.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9933733 0.2500 267000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9934183 0.2500 358960.08 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9941249 0.2500 350350.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9941291 0.2500 320000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9941311 0.2500 276000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9941513 0.2500 249779.43 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9941757 0.2500 252000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9943959 0.2500 275500.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9943995 0.2500 338388.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9945251 0.2500 147869.42 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9946263 0.2500 379648.04 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9946371 0.2500 633148.67 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9946497 0.2500 295000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9946661 0.2500 154363.23 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9946709 0.2500 111687.15 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9946823 0.2500 271183.60 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9946935 0.2500 129164.09 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9946955 0.2500 499926.39 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9947047 0.2500 215465.75 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.5000 1.1700 9947051 0.2500 66449.94 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9947057 0.2500 145000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9947105 0.2500 357892.59 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9947281 0.2500 147586.57 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9947371 0.2500 522348.09 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9947387 0.2500 273922.65 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9947453 0.2500 320000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9947467 0.2500 247307.23 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9947509 0.2500 358669.29 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9947557 0.2500 531386.97 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9947577 0.2500 207992.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9947697 0.2500 282989.38 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9947869 0.2500 369622.77 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9949049 0.2500 264000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9951279 0.2500 274476.76 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9951375 0.2500 268000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9952073 0.2500 276175.10 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9952151 0.2500 277275.00 0.0800 7.5000 0.0000 7.2500 0.0000 7.1700 5.5000 1.6700 9952251 0.2500 175045.42 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9952641 0.2500 293300.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9952801 0.2500 159855.36 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9953815 0.8200 284525.00 0.0800 7.3750 0.0000 6.5550 0.0000 6.4750 5.5000 0.9750 9953833 0.2500 337876.94 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9953845 0.2500 314469.20 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9954049 0.2500 242752.19 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9954077 0.2500 725600.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9954089 0.2500 900000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9955465 0.2500 218981.55 0.0800 7.6250 0.0000 7.3750 0.0000 7.2950 5.5000 1.7950 9955501 0.2500 200726.49 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9955569 0.2500 35432.46 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9955629 0.2500 29944.29 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9955651 0.2500 326967.72 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9955905 0.2500 139695.55 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.5000 1.2950 9955973 0.2500 383352.93 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9955989 0.2500 301407.30 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9956103 0.2500 324450.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9956279 0.2500 203029.29 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9956705 0.2500 498750.00 0.0800 7.8750 0.0000 7.6250 0.0000 7.5450 5.5000 2.0450 9956791 0.2500 321075.87 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.5000 1.1700 9956833 0.2500 134857.32 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.5000 1.2950 9956891 0.2500 336945.12 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9956901 0.2500 147638.30 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 9957041 0.2500 319419.86 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9957043 0.2500 297263.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9957053 0.2500 302598.00 0.0800 6.5000 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0.0000 6.7500 0.0000 6.6700 5.5000 1.1700 9995467 0.2500 109500.00 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.5000 1.4200 9995473 0.2500 64000.00 0.0800 7.3750 0.0000 7.1250 0.0000 7.0450 5.5000 1.5450 9995477 0.2500 227200.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9995497 0.2500 94500.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9995517 0.2500 348000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9995669 0.2500 107200.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9995713 0.2500 85025.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 9995775 0.2500 111000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9995799 0.2500 170905.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.5000 1.2950 9995865 0.2500 106400.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9997209 0.2500 107900.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9997375 0.2500 177972.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9997523 0.2500 149600.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9997527 0.2500 248000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9997559 0.2500 367920.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9997577 0.2500 179795.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9997619 0.2500 143000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9997803 0.2500 124100.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9997983 0.2500 389200.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9997995 0.2500 133600.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 9998033 0.2500 612000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9999511 0.2500 105000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10000091 0.2500 119920.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10000129 0.2500 46550.00 0.0800 7.1250 0.0000 6.8750 0.0000 6.7950 5.5000 1.2950 10000133 0.2500 146600.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 10000257 0.2500 112000.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 10000329 0.2500 165600.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10000331 0.2500 145000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 10000405 0.2500 140800.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 10001139 0.2500 239777.71 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10001655 0.2500 359650.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 10001667 0.2500 100000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 10001669 0.2500 280000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 10001671 0.2500 152000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 10001687 0.2500 85000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 10001689 0.2500 223300.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 10001695 0.2500 264000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 10001705 0.2500 163200.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10001727 0.2500 975000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10001983 0.2500 394000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 10002001 0.2500 153000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10002045 0.2500 236000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10002067 0.2500 184000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10002089 0.2500 107000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10002169 0.2500 100000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10002215 0.2500 300000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10002379 0.2500 284000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10002433 0.2500 180000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 10002609 0.2500 600000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10002621 0.2500 119920.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 10002637 0.2500 226000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 10002707 0.2500 316800.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10002713 0.2500 448000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10002741 0.2500 359650.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10002743 0.2500 399200.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 10003143 0.2500 85900.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10003145 0.2500 234600.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 10003179 0.2500 630000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 10003189 0.2500 109550.00 0.0800 6.8750 0.0000 6.6250 0.0000 6.5450 5.5000 1.0450 10003479 0.2500 75000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10003543 0.2500 174000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10003577 0.2500 260000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10003599 0.2500 180000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10003649 0.2500 105000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10003873 0.2500 186400.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10004023 0.2500 150000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 10004449 0.2500 234320.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10004785 0.2500 144000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10004787 0.2500 209950.00 0.0800 6.7500 0.0000 6.5000 0.0000 6.4200 5.5000 0.9200 10004827 0.2500 257000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10004971 0.2500 636000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10004983 0.2500 140000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 10004987 0.2500 568000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 10004993 0.2500 480000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10005013 0.2500 143000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 10005015 0.2500 243500.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10005021 0.2500 331000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 10006015 0.2500 286400.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10006077 0.2500 323000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10006253 0.2500 164000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 10006699 0.2500 350000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 10006877 0.2500 328800.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 10009061 0.2500 220960.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10009279 0.2500 157800.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10009393 0.2500 153000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10009395 0.2500 138400.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10014249 0.2500 220000.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10014641 0.2500 190000.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 10014657 0.2500 162400.00 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 10014739 0.2500 123000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 10017725 0.2500 94500.00 0.0800 7.2500 0.0000 7.0000 0.0000 6.9200 5.5000 1.4200 10017735 0.2500 57600.00 0.0800 7.0000 0.0000 6.7500 0.0000 6.6700 5.5000 1.1700 10017881 0.2500 117000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 10017909 0.2500 134000.00 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 10019527 0.2500 546400.00 0.0800 6.6250 0.0000 6.3750 0.0000 6.2950 5.5000 0.7950 Total Number of Loans: 538 Total Original Balance: 133,001,359.00 Total Principal Balance: 132,838,393.44 Total Original P+I: 795,323.76 Total Current P+I: 795,293.19 EXHIBIT TWO SCHEDULE OF DISCOUNT FRACTIONS 9788402 "$200,000.00 " 0.0597 0.005 "$1,000.00 " 9789280 "$157,692.85 " 0.0572 0.046666667 "$7,359.00 " 9789338 "$518,683.13 " 0.0572 0.046666667 "$24,205.21 " 9824494 "$243,518.72 " 0.0597 0.005 "$1,217.59 " 9826198 "$399,620.46 " 0.0597 0.005 "$1,998.10 " 9881279 "$118,269.06 " 0.05845 0.025833333 "$3,055.28 " 9899749 "$216,000.00 " 0.0597 0.005 "$1,080.00 " 9905881 "$95,817.35 " 0.0597 0.005 $479.09 9915907 "$125,600.00 " 0.0597 0.005 $628.00 9917357 "$121,600.00 " 0.05845 0.025833333 "$3,141.33 " 9933171 "$168,000.00 " 0.05845 0.025833333 "$4,340.00 " 9933173 "$157,500.00 " 0.05845 0.025833333 "$4,068.75 " 9933609 "$140,400.00 " 0.0572 0.046666667 "$6,552.00 " 9933763 "$221,000.00 " 0.05845 0.025833333 "$5,709.17 " 9946865 "$600,843.49 " 0.0597 0.005 "$3,004.22 " 9946873 "$252,276.09 " 0.0597 0.005 "$1,261.38 " 9947333 "$185,000.00 " 0.0572 0.046666667 "$8,633.33 " 9947347 "$119,631.15 " 0.05595 0.0675 "$8,075.10 " 9947413 "$166,498.75 " 0.0572 0.046666667 "$7,769.94 " 9947439 "$107,058.34 " 0.05595 0.0675 "$7,226.44 " 9947497 "$233,297.65 " 0.0572 0.046666667 "$10,887.22 " 9949061 "$199,810.24 " 0.0597 0.005 $999.05 9951689 "$213,952.68 " 0.05595 0.0675 "$14,441.81 " 9956627 "$79,041.93 " 0.0572 0.046666667 "$3,688.62 " 9958971 "$194,845.41 " 0.05845 0.025833333 "$5,033.51 " 9959225 "$190,000.00 " 0.0597 0.005 $950.00 9959845 "$118,284.92 " 0.05845 0.025833333 "$3,055.69 " 9960007 "$173,822.59 " 0.05595 0.0675 "$11,733.02 " 9960053 "$118,284.92 " 0.05845 0.025833333 "$3,055.69 " 9960073 "$118,284.92 " 0.05845 0.025833333 "$3,055.69 " 9960081 "$118,284.92 " 0.05845 0.025833333 "$3,055.69 " 9960311 "$238,773.23 " 0.0597 0.005 "$1,193.87 " 9964799 "$149,857.67 " 0.0597 0.005 $749.29 9965007 "$129,864.27 " 0.0547 0.088333333 "$11,471.34 " 9965009 "$300,000.00 " 0.05595 0.0675 "$20,250.00 " 9966431 "$374,500.00 " 0.0597 0.005 "$1,872.50 " 9968949 "$214,291.52 " 0.05845 0.025833333 "$5,535.86 " 9971393 "$198,400.00 " 0.0572 0.046666667 "$9,258.67 " 9975341 "$250,000.00 " 0.0522 0.13 "$32,500.00 " 9977495 "$57,200.00 " 0.0597 0.005 $286.00 9977601 "$120,000.00 " 0.0597 0.005 $600.00 9977921 "$210,839.89 " 0.0572 0.046666667 "$9,839.19 " 9977983 "$417,573.83 " 0.05595 0.0675 "$28,186.23 " 9980981 "$268,000.00 " 0.0597 0.005 "$1,340.00 " 9981421 "$129,037.44 " 0.0597 0.005 $645.19 9981423 "$144,133.74 " 0.05345 0.109166667 "$15,734.60 " 9981471 "$142,554.51 " 0.05595 0.0675 "$9,622.43 " 9981525 "$149,734.37 " 0.05595 0.0675 "$10,107.07 " 9981633 "$258,420.56 " 0.0597 0.005 "$1,292.10 " 9981699 "$137,865.87 " 0.05845 0.025833333 "$3,561.54 " 9981821 "$348,000.00 " 0.0597 0.005 "$1,740.00 " 9981823 "$295,960.00 " 0.05595 0.0675 "$19,977.30 " 9981837 "$189,000.00 " 0.05845 0.025833333 "$4,882.50 " 9981951 "$178,248.07 " 0.05595 0.0675 "$12,031.74 " 9981995 "$161,684.98 " 0.05595 0.0675 "$10,913.74 " 9982065 "$282,150.00 " 0.05595 0.0675 "$19,045.13 " 9982959 "$219,581.42 " 0.0597 0.005 "$1,097.91 " 9983323 "$598,802.41 " 0.0572 0.046666667 "$27,944.11 " 9984551 "$144,655.85 " 0.0572 0.046666667 "$6,750.61 " 9984619 "$215,295.52 " 0.0597 0.005 "$1,076.48 " 9984857 "$300,000.00 " 0.0547 0.088333333 "$26,500.00 " 9986659 "$237,900.00 " 0.0597 0.005 "$1,189.50 " 9987731 "$95,200.00 " 0.0547 0.088333333 "$8,409.33 " 9988405 "$107,043.33 " 0.0572 0.046666667 "$4,995.36 " 9989647 "$75,000.00 " 0.05845 0.025833333 "$1,937.50 " 9993497 "$65,000.00 " 0.0597 0.005 $325.00 9994595 "$248,300.00 " 0.0547 0.088333333 "$21,933.17 " 9994621 "$523,250.00 " 0.05595 0.0675 "$35,319.38 " 9995607 "$135,000.00 " 0.0597 0.005 $675.00 9999935 "$162,400.00 " 0.0597 0.005 $812.00 10000427 "$162,390.00 " 0.0597 0.005 $811.95 10003451 "$123,200.00 " 0.05845 0.025833333 "$3,182.67 " 10004995 "$216,000.00 " 0.05595 0.0675 "$14,580.00 " 10005009 "$356,000.00 " 0.05595 0.0675 "$24,030.00 " 10006203 "$122,500.00 " 0.05595 0.0675 "$8,268.75 " 10006213 "$125,000.00 " 0.05595 0.0675 "$8,437.50 " 10006247 "$234,000.00 " 0.05845 0.025833333 "$6,045.00 " 10009007 "$134,000.00 " 0.0572 0.046666667 "$6,253.33 " 10009163 "$380,000.00 " 0.05845 0.025833333 "$9,816.67 " 10009241 "$20,000.00 " 0.0597 0.005 $100.00 Notary Public [Notarial Seal] 9784138 "$135,501.69 " 0.05845 0.025833333 "$3,500.46 " 9789126 "$97,703.51 " 0.0597 0.005 $488.52 9789132 "$134,736.89 " 0.05845 0.025833333 "$3,480.70 " 9789462 "$73,530.16 " 0.0597 0.005 $367.65 9789474 "$108,097.33 " 0.0597 0.005 $540.49 9789486 "$199,743.24 " 0.0597 0.005 $998.72 9789532 "$259,753.30 " 0.0597 0.005 "$1,298.77 " 9789536 "$335,681.18 " 0.0597 0.005 "$1,678.41 " 9789544 "$207,403.02 " 0.0597 0.005 "$1,037.02 " 9789576 "$319,938.73 " 0.05845 0.025833333 "$8,265.08 " 9816058 "$202,345.89 " 0.05345 0.109166667 "$22,089.43 " 9816062 "$131,123.73 " 0.0597 0.005 $655.62 9816068 "$319,989.75 " 0.0547 0.088333333 "$28,265.76 " 9816070 "$138,901.42 " 0.0597 0.005 $694.51 9818300 "$176,219.58 " 0.05595 0.0675 "$11,894.82 " 9818304 "$129,867.46 " 0.05595 0.0675 "$8,766.05 " 9818312 "$129,767.56 " 0.05595 0.0675 "$8,759.31 " 9818332 "$127,632.28 " 0.0547 0.088333333 "$11,274.18 " 9818340 "$71,926.59 " 0.05595 0.0675 "$4,855.04 " 9824514 "$312,400.00 " 0.0597 0.005 "$1,562.00 " 9829458 "$208,000.00 " 0.05845 0.025833333 "$5,373.33 " 9832446 "$428,000.00 " 0.05595 0.0675 "$28,890.00 " 9843988 "$321,600.00 " 0.05595 0.0675 "$21,708.00 " 9860804 "$481,600.00 " 0.0597 0.005 "$2,408.00 " 9860816 "$232,000.00 " 0.0597 0.005 "$1,160.00 " 9891037 "$139,589.71 " 0.05845 0.025833333 "$3,606.07 " 9898439 "$358,099.39 " 0.05595 0.0675 "$24,171.71 " 9899123 "$256,000.00 " 0.05595 0.0675 "$17,280.00 " 9899655 "$156,900.00 " 0.0597 0.005 $784.50 9899771 "$284,000.00 " 0.0597 0.005 "$1,420.00 " 9916767 "$222,999.98 " 0.0572 0.046666667 "$10,406.67 " 9920723 "$45,908.19 " 0.0572 0.046666667 "$2,142.38 " 9920763 "$104,800.23 " 0.0597 0.005 $524.00 9922811 "$146,713.51 " 0.05845 0.025833333 "$3,790.10 " 9922817 "$138,486.01 " 0.0597 0.005 $692.43 9923225 "$135,870.95 " 0.0597 0.005 $679.35 9923637 "$276,000.00 " 0.0597 0.005 "$1,380.00 " 9924617 "$179,825.05 " 0.05845 0.025833333 "$4,645.48 " 9925035 "$139,800.00 " 0.05845 0.025833333 "$3,611.50 " 9925271 "$160,369.27 " 0.05845 0.025833333 "$4,142.87 " 9933385 "$102,000.00 " 0.0597 0.005 $510.00 9933501 "$234,895.89 " 0.05845 0.025833333 "$6,068.14 " 9933525 "$122,754.49 " 0.0572 0.046666667 "$5,728.54 " 9933603 "$183,798.00 " 0.0572 0.046666667 "$8,577.24 " 9933681 "$204,000.00 " 0.0597 0.005 "$1,020.00 " 9941265 "$200,000.00 " 0.05595 0.0675 "$13,500.00 " 9945025 "$129,870.58 " 0.0572 0.046666667 "$6,060.63 " 9946449 "$114,072.66 " 0.0597 0.005 $570.36 9946475 "$207,100.00 " 0.0597 0.005 "$1,035.50 " 9946817 "$109,661.90 " 0.05595 0.0675 "$7,402.18 " 9946849 "$209,369.67 " 0.0572 0.046666667 "$9,770.58 " 9946921 "$130,625.15 " 0.0597 0.005 $653.13 9946969 "$189,044.33 " 0.05845 0.025833333 "$4,883.65 " 9947621 "$224,000.00 " 0.0597 0.005 "$1,120.00 " 9947735 "$157,950.00 " 0.0597 0.005 $789.75 9949081 "$119,877.65 " 0.05595 0.0675 "$8,091.74 " 9949263 "$164,839.63 " 0.05845 0.025833333 "$4,258.36 " 9951811 "$224,000.00 " 0.0597 0.005 "$1,120.00 " 9953773 "$271,735.63 " 0.05845 0.025833333 "$7,019.84 " 9955377 "$187,950.00 " 0.0597 0.005 $939.75 9955599 "$624,000.00 " 0.0597 0.005 "$3,120.00 " 9955601 "$113,224.30 " 0.0597 0.005 $566.12 9955931 "$209,590.75 " 0.05845 0.025833333 "$5,414.43 " 9956291 "$748,573.03 " 0.0597 0.005 "$3,742.87 " 9956751 "$200,800.00 " 0.0597 0.005 "$1,004.00 " 9956915 "$496,014.32 " 0.05595 0.0675 "$33,480.97 " 9956921 "$202,530.18 " 0.05595 0.0675 "$13,670.79 " 9956931 "$226,800.75 " 0.05595 0.0675 "$15,309.05 " 9956989 "$374,086.89 " 0.0597 0.005 "$1,870.43 " 9956999 "$152,072.57 " 0.0597 0.005 $760.36 9957033 "$158,690.13 " 0.05845 0.025833333 "$4,099.50 " 9957037 "$181,827.31 " 0.0597 0.005 $909.14 9957059 "$202,818.00 " 0.0572 0.046666667 "$9,464.84 " 9957615 "$137,750.00 " 0.0597 0.005 $688.75 9958377 "$170,300.00 " 0.05595 0.0675 "$11,495.25 " 9958397 "$150,598.21 " 0.0571 0.048333333 "$7,278.91 " 9958407 "$116,078.72 " 0.0597 0.005 $580.39 9958425 "$114,531.67 " 0.0597 0.005 $572.66 9958445 "$183,842.91 " 0.05845 0.025833333 "$4,749.28 " 9958455 "$143,599.91 " 0.0547 0.088333333 "$12,684.66 " 9958957 "$151,311.55 " 0.0597 0.005 $756.56 9958959 "$224,100.00 " 0.0572 0.046666667 "$10,458.00 " 9958985 "$99,055.92 " 0.0597 0.005 $495.28 9958995 "$129,347.42 " 0.05845 0.025833333 "$3,341.48 " 9959001 "$224,302.69 " 0.05845 0.025833333 "$5,794.49 " 9959003 "$185,029.94 " 0.0572 0.046666667 "$8,634.73 " 9959005 "$231,558.58 " 0.0597 0.005 "$1,157.79 " 9959015 "$181,795.00 " 0.05845 0.025833333 "$4,696.37 " 9959027 "$152,459.37 " 0.0597 0.005 $762.30 9959087 "$330,000.00 " 0.0572 0.046666667 "$15,400.00 " 9959153 "$144,855.65 " 0.0572 0.046666667 "$6,759.93 " 9959157 "$148,858.62 " 0.0597 0.005 $744.29 9959199 "$271,500.00 " 0.0597 0.005 "$1,357.50 " 9959257 "$152,000.00 " 0.05845 0.025833333 "$3,926.67 " 9959303 "$358,949.10 " 0.05845 0.025833333 "$9,272.85 " 9959805 "$267,000.00 " 0.0572 0.046666667 "$12,460.00 " 9964693 "$172,000.00 " 0.0572 0.046666667 "$8,026.67 " 9973565 "$163,836.74 " 0.0572 0.046666667 "$7,645.71 " 9973639 "$127,478.92 " 0.0597 0.005 $637.39 9973759 "$667,188.92 " 0.0522 0.13 "$86,734.56 " 9976977 "$160,000.00 " 0.05845 0.025833333 "$4,133.33 " 9981379 "$164,831.77 " 0.05595 0.0675 "$11,126.14 " 9981483 "$180,495.78 " 0.05595 0.0675 "$12,183.47 " 9981527 "$213,057.39 " 0.0597 0.005 "$1,065.29 " 9981529 "$238,173.79 " 0.0597 0.005 "$1,190.87 " 9981639 "$174,821.57 " 0.05595 0.0675 "$11,800.46 " 9981667 "$231,763.46 " 0.05595 0.0675 "$15,644.03 " 9981671 "$239,669.51 " 0.0547 0.088333333 "$21,170.81 " 9981719 "$177,414.57 " 0.0547 0.088333333 "$15,671.62 " 9981783 "$165,131.26 " 0.05595 0.0675 "$11,146.36 " 9981809 "$185,000.00 " 0.0572 0.046666667 "$8,633.33 " 9981833 "$249,699.75 " 0.0572 0.046666667 "$11,652.66 " 9981835 "$249,243.21 " 0.05595 0.0675 "$16,823.92 " 9981893 "$214,800.00 " 0.0597 0.005 "$1,074.00 " 9981967 "$185,600.00 " 0.05595 0.0675 "$12,528.00 " 9982021 "$199,620.41 " 0.0597 0.005 $998.10 9982039 "$249,471.53 " 0.0547 0.088333333 "$22,036.65 " 9982987 "$193,603.45 " 0.05595 0.0675 "$13,068.23 " 9984511 "$148,805.23 " 0.05845 0.025833333 "$3,844.14 " 9984617 "$208,000.00 " 0.0572 0.046666667 "$9,706.67 " 9986629 "$236,000.00 " 0.0572 0.046666667 "$11,013.33 " 9987019 "$164,140.30 " 0.05845 0.025833333 "$4,240.29 " 9989323 "$188,300.00 " 0.05845 0.025833333 "$4,864.42 " 9989681 "$195,920.00 " 0.0572 0.046666667 "$9,142.93 " 9992283 "$150,000.00 " 0.05845 0.025833333 "$3,875.00 " 9992335 "$192,950.00 " 0.05345 0.109166667 "$21,063.71 " 9992383 "$224,000.00 " 0.05845 0.025833333 "$5,786.67 " 9994599 "$190,000.00 " 0.0597 0.005 $950.00 9994603 "$248,278.99 " 0.0547 0.088333333 "$21,931.31 " 9994733 "$217,793.16 " 0.0597 0.005 "$1,088.97 " 9994773 "$206,101.58 " 0.0572 0.046666667 "$9,618.07 " 9994843 "$200,000.00 " 0.0597 0.005 "$1,000.00 " 9997229 "$469,000.00 " 0.0572 0.046666667 "$21,886.67 " 9997411 "$206,200.00 " 0.05845 0.025833333 "$5,326.83 " 9999409 "$215,588.53 " 0.0597 0.005 "$1,077.94 " 10000121 "$128,100.00 " 0.05845 0.025833333 "$3,309.25 " 10001109 "$140,000.00 " 0.0597 0.005 $700.00 10002737 "$200,000.00 " 0.0572 0.046666667 "$9,333.33 " 10004977 "$182,000.00 " 0.05595 0.0675 "$12,285.00 " 10004981 "$176,250.00 " 0.05845 0.025833333 "$4,553.13 " 10005089 "$125,000.00 " 0.0522 0.13 "$16,250.00 " 10005117 "$195,700.00 " 0.0522 0.13 "$25,441.00 " 10006125 "$193,600.00 " 0.0597 0.005 $968.00 10006219 "$200,000.00 " 0.0597 0.005 "$1,000.00 " 10006319 "$217,892.00 " 0.0597 0.005 "$1,089.46 " 10006841 "$304,000.00 " 0.05345 0.109166667 "$33,186.67 " 10006845 "$344,000.00 " 0.05345 0.109166667 "$37,553.33 " 9818302 "$279,413.94 " 0.0547 0.005454545 "$1,524.08 " 9899189 "$320,000.00 " 0.0547 0.005454545 "$1,745.45 " 9902547 "$281,624.48 " 0.0547 0.005454545 "$1,536.13 " 9946497 "$295,000.00 " 0.0547 0.005454545 "$1,609.09 " 9949049 "$264,000.00 " 0.0547 0.005454545 "$1,440.00 " 9955651 "$326,967.72 " 0.0547 0.005454545 "$1,783.46 " 9977149 "$467,511.38 " 0.0547 0.005454545 "$2,550.06 " 9981395 "$378,757.05 " 0.0497 0.096363636 "$36,498.41 " 9981411 "$261,167.03 " 0.0547 0.005454545 "$1,424.55 " 9981587 "$250,000.00 " 0.0547 0.005454545 "$1,363.64 " 9981779 "$264,716.70 " 0.05345 0.028181818 "$7,460.20 " 9981881 "$337,247.52 " 0.0547 0.005454545 "$1,839.53 " 9981915 "$256,000.00 " 0.0547 0.005454545 "$1,396.36 " 9982049 "$222,692.25 " 0.0547 0.005454545 "$1,214.69 " 9982063 "$160,000.00 " 0.05345 0.028181818 "$4,509.09 " 9983331 "$804,384.00 " 0.0547 0.005454545 "$4,387.55 " 9992439 "$580,000.00 " 0.05345 0.028181818 "$16,345.45 " 9994785 "$189,000.00 " 0.0547 0.005454545 "$1,030.91 " 9994809 "$320,000.00 " 0.0547 0.005454545 "$1,745.45 " 10006877 "$328,800.00 " 0.0522 0.050909091 "$16,738.91 " 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, in the aggregate and for each Loan Group; (vi) the aggregate Certificate Principal Balance of each Class of Certificates and each of the Senior Percentage and Subordinate Class Percentage, after giving effect to the amounts distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than pursuant to an actual distribution of principal; (vii) the related Subordinate Principal Distribution Amount and Prepayment Distribution Percentage, if applicable; (viii) for all Loan Groups together and for each Loan Group separately, on the basis of the most recent reports furnished to it by Sub-Servicers, (a) the number and aggregate principal balances of Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Mortgage Loans that are in foreclosure, (b) the number and aggregate principal balances of Reportable Modified Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Reportable Modified Mortgage Loans that are in foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans, other Servicing Modifications and totals, and (c) for all Reportable Modified Mortgage Loans, the number and aggregate Stated Principal Balance of Reportable Modified Mortgage Loans that have been liquidated, the subject of pay-offs and that have been repurchased by the Master Servicer or Seller; (ix) for all Loan Groups together and for each Loan Group separately, the number, aggregate principal balance and book value of any REO Properties; (x) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates, after giving effect to the distribution made on such Distribution Date; (xi) the 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; (xii) 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; (xiii) 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; (xiv) the Pass-Through Rates on the Floater Certificates and Inverse Floater Certificates for such Distribution Date, separately identifying LIBOR for such Distribution Date; (xv) the Notional Amount with respect to each class of Interest Only Certificates and each Subclass Notional Amount; (xvi) the occurrence of the Credit Support Depletion Date; (xvii) the related Senior Accelerated Distribution Percentage applicable to such distribution; (xviii) the related Senior Percentage for such Distribution Date; (xix) for all Loan Groups together and for each Loan Group separately, the aggregate amount of Realized Losses for such Distribution Date; (xx) for all Loan Groups together and for each Loan Group separately, 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; (xxi) for all Loan Groups together and for each Loan Group separately, the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; and (xxii) for all Loan Groups together and for each Loan Group separately, 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 APPENDIX I: DEFINITION OF CLASS X PRINCIPAL REDUCTION AMOUNTS For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the Uncertificated REMIC I Regular Interest X-I and Uncertificated REMIC I Regular Interest X-II, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows: First for each of Loan Group I and Loan Group II, collectively (referred to in this Appendix 1 as "Group I") and Loan Group III (referred to in this Appendix 1 as "Group II"), determine the Net WAC Rate for that Group for distributions of interest that will be made on the next succeeding Distribution Date (the "Group Interest Rate"). The Principal Reduction Amount for each of the REMIC I Regular Interests X will be determined pursuant to the "Generic solution for the Class X Principal Reduction Amounts" set forth below (the "Generic Solution") by making identifications among the actual Groups and their related Uncertificated REMIC I Regular Interests X and Y and Net WAC Rates and the Groups named in the Generic Solution and their related Uncertificated REMIC I Regular Interests X and Y as follows: A. Determine which Group has the highest Group Interest Rate. That Group will be identified with Group AA and the Uncertificated REMIC I Regular Interests X and Y related to that Group will be respectively identified with the Class XAA and Class YAA Certificates. The Group Interest Rate for that Group will be identified with J%. If two Groups have the highest Group Interest Rate pick one for this purpose, subject to the restriction that each Group may be picked only once in the course of any such selections pursuant to paragraphs A through B of this definition. B. Determine which Group has the second highest Group Interest Rate. That Group will be identified with Group BB and the Uncertificated REMIC I Regular Interests X and Y related to that Group will be respectively identified with the Class XBB and Class YBB Certificates. The Group Interest Rate for that Group will be identified with K%. If two or more Groups have the second highest Group Interest Rate pick one for this purpose, subject to the restriction that each Group may be picked only once in the course of any such selections pursuant to paragraphs A through B of this definition. GENERIC DEFINITION OF CLASS X PRINCIPAL REDUCTION AMOUNTS J% and K% represent the interest rates on Group AA and Group BB respectively. K% 0, Yk- (alpha)(Pk - (DELTA)Pk) => 0, and (gamma)(Pk - (DELTA)Pk) < (Pj - (DELTA)Pj), (DELTA)Yj = Yj - (alpha)(gamma)(Pk - (DELTA)Pk) and (DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk). 2. If Yj - (alpha)(Pj - (DELTA)Pj) => 0, Yk - (alpha)(Pk - (DELTA)Pk) => 0, and (gamma)(Pk - (DELTA)Pk) => (Pj - (DELTA)Pj), (DELTA)Yj = Yj - (alpha)(Pj - (DELTA)Pj) and (DELTA)Yk = Yk - ((alpha)/(gamma))(Pj - (DELTA)Pj). 3. If Yj - (alpha)(Pj - (DELTA)Pj) < 0, Yk - (alpha)(Pk - (DELTA)Pk) => 0, and Yk - (alpha)(Pk - (DELTA)Pk) => Yk - (Yj/(gamma)), (DELTA)Yj = Yj - (alpha)(gamma)(Pk - (DELTA)Pk) and (DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk). 4. If Yj - (alpha)(Pj - (DELTA)Pj) < 0, Yk - (Yj/(gamma)) => 0, and Yk - (alpha)(Pk - (DELTA)Pk) <= Yk - (Yj/(gamma)), (DELTA)Yj = 0 and (DELTA)Yk = Yk - (Yj/(gamma)). 5. If Yk - (alpha)(Pk - (DELTA)Pk) < 0, Yk - (Yj/(gamma)) < 0, and Yj - (alpha)(Pj - (DELTA)Pj) <= Yj - ((gamma)Yk), (DELTA)Yj = Yj - ((gamma)Yk) and (DELTA)Yk = 0. 6. If Yk - (alpha)(Pk - (DELTA)Pk) < 0, Yj - (alpha)(Pj - (DELTA)Pj) => 0, and Yj - (alpha)(Pj - (DELTA)Pj) => Yj - ((gamma)Yk), (DELTA)Yj = Yj - (alpha)(Pj - (DELTA)Pj) and (DELTA)Yk = Yk - ((alpha)/(gamma))(Pj - (DELTA)Pj). The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses and defining the Class X and Class Y Principal Distribution Amounts is to accomplish the following goals in the following order of priority: 1. Making the ratio of Yj to Yk equal to (gamma) after taking account of the allocation of Realized Losses and the distributions that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal Reduction Amount for each of the Uncertificated REMIC I Regular Interests X-A, X-B, Y-A and Y-B is greater than or equal to zero for such Distribution Date; 2. Making the Class X-B Principal Balance less than or equal to 0.0005 of the sum of the Class X-B and Class Y-B Principal Balances and the Class X-A Principal Balance less than or equal to 0.0005 of the sum of the Class X-A and Class Y-A Principal Balances in each case after giving effect to allocations of Realized Losses and distributions to be made through the end of the Distribution Date to which such provisions relate; and 3. Making the larger of (a) the fraction whose numerator is Yj and whose denominator is the sum of Yj and Zj and (b) the fraction whose numerator is Yk and whose denominator is the sum of Yk, and Zk as large as possible while remaining less than or equal to 0.0005. In the event of a failure of the foregoing portion of the definition of Class X Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted so as to accomplish such goals within the requirement that each Class X Principal Reduction Amount must be less than or equal to the sum of (a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the related Group and (b) the remainder of the Uncertificated REMIC I Distribution Amount for the related Group or Groups after reduction thereof by the distributions to be made on such Distribution Date in respect of interest on the related Uncertificated REMIC I Regular Interests X or Y, or, if both of such goals cannot be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In the event of any conflict among the provisions of the definition of the Class X Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement set forth in the preceding sentence. To calculate the initial balances for the Uncertificated REMIC I Regular Interests X-B, X-A, Y-B and Y-A, first calculate the Group BB Subordinate Balance and the Group AA Subordinate Balance as of the Cut-Off Date. Then calculate R according to the definition above. Calculate (gamma) according to the definition above. Calculate Pk and Pj as the aggregate principal balance of the Group BB Loans as of the Cut-Off Date and the aggregate principal balance of the Group AA Loans as of the Cut-Off Date reduced by the Class R-I Principal Balance as of the Cut-Off Date, respectively. If 0.0005 (gamma) Pk <= 0.0005 Pj, Yk = 0.0005 Pk and Yj = 0.0005 (gamma) Pk . If 0.0005 (gamma) Pk > 0.0005 Pj, Yj = 0.0005 Pj, Yk = 0.0005 Pj /(gamma) . Then Zk = Pk - Yk and Zj = Pj - Yj. In the execution copy of this Agreement, symbols are represented by the following labels; in any conformed copy of this Agreement, such symbols may be represented by characters other than numerals and the upper and lower case letters of the alphabet and standard punctuation, including, without limitation, Greek letters and mathematical symbols. Example: -------------------------------- ----------------------------------------------- -------------------------------- alpha (alpha) -------------------------------- ----------------------------------------------- -------------------------------- ----------------------------------------------- delta -------------------------------- ----------------------------------------------- -------------------------------- ----------------------------------------------- (gamma) gamma -------------------------------- ----------------------------------------------- The Class III-A-1 Certificates will represent ownership of a regular interest in REMIC III, together with certain rights to payments to be made from amounts received under the Yield Maintenance Agreement which will be deemed made for federal income tax purposes outside of REMIC III. (4) The Class III-A-2 Certificates do not have a certificate principal balance. For the purpose of calculating interest payments, interest on the Class III-A-2 Certificates will accrue on a notional amount equal to the Certificate Principal Balance of the Class III-A-1 Certificates immediately prior to the related Distribution Date. (5) The initial Pass-Through Rate on the Class A-V Certificates is 0.3735% per annum. (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 Sections 10.01(c) and (e) in a minimum denomination representing a Percentage Interest of not less than 0.01%. (7) The Pass-Through Rate on the Class M and Class B Certificates is equal to the weighted average of 6.00%, 6.00% and 5.50% per annum with respect to Loan Group I, Loan Group II and Loan Group III, respectively, weighted on the basis of the related Subordinate Percentage.