EX-10 2 s1ssfinal.txt EX 10.1 SERIES SUPPLEMENT RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and U.S. BANK NATIONAL ASSOCIATION, Trustee SERIES SUPPLEMENT, DATED AS OF FEBRUARY 1, 2005, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF DECEMBER 1, 2004 Mortgage Pass-Through Certificates Series 2005-S1
TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01 Definitions...............................................................5 Section 1.02 Use of Words and Phrases.................................................27 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans.............................................28 Section 2.02 Acceptance by Trustee....................................................28 Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company. ..................................................28 Section 2.04 Representations and Warranties of Sellers................................31 Section 2.05 Execution and Authentication of Certificates.............................33 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......................................................35 Section 4.02 Distributions............................................................35 Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting .............................................44 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).......44 Section 4.05 Allocation of Realized Losses............................................44 Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property............47 Section 4.07 Optional Purchase of Defaulted Mortgage Loans............................47 ARTICLE V THE CERTIFICATES (SEE ARTICLE V 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....................................................................52 Section 9.02 Additional Termination Requirements......................................53 Section 9.03 Termination of Multiple REMICs...........................................53 ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration.....................................................54 Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification.........54 Section 10.03 Designation of REMIC(s)..................................................54 Section 10.04 Distributions on the Uncertificated Regular Interests....................54 Section 10.05 Distributions on the Uncertificated Class A-V REMIC Regular Interests....55 Section 10.06 Compliance with Withholding Requirements.................................56 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment................................................................57 Section 11.02 Recordation of Agreement.................................................57 Section 11.03 Limitation on Rights of Certificateholders...............................57 Section 11.04 Governing Laws...........................................................57 Section 11.05 Notices..................................................................57 Section 11.06 Required Notices to Rating Agency and Subservicer........................58 Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)....58 Section 11.08 Supplemental Provisions for Resecuritization ............................58 Section 11.09 Allocation of Voting Rights..............................................58 EXHIBITS Exhibit One: Mortgage Loan Schedule for Loan Group I Exhibit Two: Mortgage Loan Schedule for Loan Group II Exhibit Three: Schedule of Discount Fractions Exhibit Four: Information to be Included in Monthly Distribution Date Statement Exhibit Five: Standard Terms of Pooling and Servicing Agreement dated as of December 1, 2004
This is a Series Supplement, dated as of February 1, 2005 (the "Series Supplement"), to the Terms of Pooling and Servicing Agreement, dated as of December 1, 2004 and attached as Exhibit Five hereto (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT The Company intends to sell Mortgage Pass-Through Certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund. As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Group I Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as "REMIC I." The 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). As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of REMIC II (as defined herein), and subject to this Agreement (including the Group II Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as "REMIC II." The 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). A segregated pool of assets consisting of the REMIC I Regular Interests and the REMIC II Regular Interests will be designated as "REMIC III" and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-P Certificates, Class I-M-1 Certificates, Class I-M-2 Certificates, Class I-M-3 Certificates, Class II-M-1 Certificates, Class II-M-2 Certificates, Class II-M-3 Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates, Class I-B-3 Certificates, Class II-B-1 Certificates, Class II-B-2 Certificates, Class II-B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests 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. The Class I-A-V and Class II-A-V Certificates or any Subclass thereof issued pursuant to Section 5.01(c) will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated.
Uncertificated REMIC I Pass-Through Initial Uncertificated Latest Designation Rate Principal Balance Possible Maturity(1) REMIC I Regular Interest A 5.50% $257,606,540.80 February 25, 2035 REMIC I Regular Interest I-A-P 0.00% $2,171,278.74 February 25, 2035 REMIC I I-A-V Regular Interests (2) $ (3) February 25, 2035
___________________ (1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group I Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC I Regular Interest. (2) Calculated in accordance with the definition of "Uncertificated REMIC I Pass-Through Rate" herein. (3) The REMIC I I-A-V Regular Interests have no Uncertificated Principal Balance. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests. None of the REMIC II Regular Interests will be certificated.
Uncertificated REMIC II Pass-Through Initial Uncertificated Latest Designation Rate Principal Balance Possible Maturity(1) REMIC II Regular Interest B 4.75% $202,641,956.71 February 25, 2020 REMIC II Regular Interest II-A-P 0.00% $678,610.50 February 25, 2020 REMIC II II-A-V Regular Interests (2) $ (3) February 25, 2020
___________________ (1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Group II Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC II Regular Interest. (2) Calculated in accordance with the definition of "Uncertificated REMIC II Pass-Through Rate" herein. (3) The REMIC II II-A-V Regular Interests have no Uncertificated Principal Balance. 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-THROUG PRINCIPAL MATURITY S&P/FITCH/ MINIMUM DESIGNATION RATE BALANCE FEATURES1 DATE MOODY'S DENOMINATIONS Class I-A-1 5.50% $ 188,195,000.00 Senior/Fixed Rate February 25, AAA/AAA/NA $25,000 2035 Class I-A-2 5.50% $ 25,900,000.00 Senior/Fixed Rate February 25, AAA/AAA/NA $25,000 2035 Class I-A-3 5.50% $ 2,876,000.00 Senior/Retail/Fixed February 25, AAA/AAA/NA $1,000 Rate 2035 Class I-A-4 5.50% $ 3,526,000.00 Senior/Retail/Fixed February 25, AAA/AAA/NA $1,000 Rate 2035 Class I-A-5 5.50% $ 3,598,000.00 Senior/Retail/Fixed February 25, AAA/AAA/NA $1,000 Rate 2035 Class I-A-6 5.50% $ 25,977,000.00 Senior/Lockout/Fixed February 25, AAA/AAA/NA $25,000 Rate 2035 Class II-A-1 4.75% $ 179,167,000.00 Senior/Fixed Rate February 25, NA/AAA/Aaa $25,000 2020 Class II-A-2 4.75% $ 20,000,000.00 Super Senior/Fixed February 25, NA/AAA/Aaa $25,000 Rate 2020 Class II-A-3 4.75% $ 730,000.00 Senior February 25, NA/AAA/Aa1 $25,000 Support/Fixed Rate 2020 Class I-A-P 0.00% $ 2,171,278.74 Senior/Principal February 25, AAA/AAA/NA $25,000 Only 2035 Class I-A-V Variable $ 0.00 Senior/Interest February 25, AAA/AAA/NA $2,000,000 Rate Only/Variable Rate 2035 Class II-A-P 0.00% $ 678,610.50 Senior/Principal February 25, NA/AAA/Aaa $25,000 Only 2020 Class II-A-V Variable $ 0.00 Senior/Interest February 25, NA/AAA/Aaa $2,000,000 Rate Only/Variable Rate 2020 Class R-I 5.50% $ 100.00 Senior/Residual/Fixed February 25, AAA/AAA/NA 20% Rate 2035 Class R-II 4.75% $ 100.00 Senior/Residual/Fixed February 25, NA/AAA/Aaa 20% Rate 2020 Class R-III 5.50% $ 100.00 Senior/Residual/Fixed February 25, AAA/AAA/NA 20% Rate 2035 Class I-M-1 5.50% Mezzanine/Fixed Rate February 25, NA/AA/NA $25,000 $ 4,027,400.00 2035 Class I-M-2 5.50% Mezzanine/Fixed Rate February 25, NA/A/NA $250,000 $ 1,428,800.00 2035 Class I-M-3 5.50% Mezzanine/Fixed Rate February 25, NA/ BBB /NA $250,000 $ 779,300.00 2035 Class II-M-1 4.75% Mezzanine/Fixed Rate February 25, NA/AA/NA $25,000 $ 1,423,356.00 2020 Class II-M-2 4.75% Mezzanine/Fixed Rate February 25, NA/A/NA $250,000 $ 406,600.00 2020 Class II-M-3 4.75% Mezzanine/Fixed Rate February 25, NA/BBB/NA $250,000 $ 305,000.00 2020 Class I-B-1 5.50% Subordinate/Fixed February 25, NA/BB/NA $250,000 $ 519,600.00 Rate 2035 Class I-B-2 5.50% Subordinate/Fixed February 25, NA/B/NA $250,000 $ 389,600.00 Rate 2035 Class I-B-3 5.50% Subordinate/Fixed February 25, NA/NA/NA $250,000 $ 389,740.80 Rate 2035 Class II-B-1 4.75% Subordinate/Fixed February 25, NA/BB/NA $203,300 $ 203,300.00 Rate 2020 Class II-B-2 4.75% Subordinate/Fixed February 25, NA/B/NA $203,300 $ 203,300.00 Rate 2020 Class II-B-3 4.75% Subordinate/Fixed February 25, NA/NA/NA $203,401 $ 203,400.71 Rate 2020
______________________ 1 The Class I-A-1, Class I-A-2 , Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class II-A-1, Class II-A-2, Class II-A-3, Class I-A-P, Class I-A-V, Class II-A-P, Class II-A-V and Class M Certificates shall be Book-Entry Certificates. The Class R and Class B Certificates shall be delivered to the holders thereof in physical form. 2 The Certificates, other than the Class A-V and Class R Certificates, shall be issuable in minimum dollar denominations as indicated above (by Certificate Principal Balance or Notional Amount, as applicable) and integral multiples of $1 (or $1,000 in the case of the Class I-A-3, Class I-A-4 and Class I-A-5 Certificates) in excess thereof, except that one Certificate of any of the Class A-P and Class I-B Certificates that contains an uneven multiple of $1,000 shall be issued in a denomination equal to the sum of the related minimum denomination set forth above and such uneven multiple for such Class or the sum of such denomination and an integral multiple of $1,000 and only one of each of the Class II-B Certificates will be issued, in a denomination equal to the entire Certificate Principal Balance of the related Class. The Class R Certificates and Class A-V Certificates shall be issuable in minimum denominations of not less than a 20% Percentage Interest; provided, however, that one Class R-I, Class R-II and Class R-III Certificate will be issuable to Residential Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination representing a Percentage Interest of not less than 0.01%. The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $463,098,586.75. 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. 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 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 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 the Mortgage Loans in the related Loan Group, which remained unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property or (B) made with respect to delinquencies that were ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, and (iv) any other interest shortfalls not covered by the subordination provided by the Class M Certificates and Class B Certificates, including interest that is not collectible from the Mortgagor pursuant to the Relief Act, with the related Senior Percentage of such reductions allocated 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. Available Distribution Amount: As to any Distribution Date and each Loan Group, an amount equal to (a) the sum of (i) the amount relating to the related 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 and any amount deposited in the Custodial Account pursuant to Section 9.01, (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) and (vi) any Diverted Amount allocated to such Loan Group from the non-related Loan Group pursuant to Section 4.05, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (x) the Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a) and (c) any Diverted Amount diverted to the non-related Loan Group in accordance with Section 4.05. Such amount shall be determined separately for each Loan Group. Additionally, if on any Distribution Date Compensating Interest provided pursuant to Section 3.16(e) is less than Prepayment Interest Shortfalls incurred on the related Mortgage Loans in connection with Principal Prepayments in Full received during the related Prepayment Period and Curtailments made in the prior calendar month, such Compensating Interest shall be allocated on such Distribution Date to the Available Distribution Amount for each Loan Group on a pro rata basis in accordance with the respective amounts of such Prepayment Interest Shortfalls incurred on the Mortgage Loans in such Loan Group in respect of such Distribution Date. Bankruptcy Amount: As to Loan Group I and as of any date of determination prior to the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of related Certificates in accordance with Section 4.05 of this Series Supplement plus any Excess Bankruptcy Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05. 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 related Bankruptcy Amount calculated as of the close of business on the Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with or preceding such date of determination (or, if such date of determination is an anniversary of the Cut-off Date, the Business Day immediately preceding such date of determination) (for purposes of this definition, the "Relevant Anniversary") and (b) the greater of (A) the greater of (i) 0.0006 times the aggregate principal balance of all the Mortgage Loans in Loan Group I as of the Relevant Anniversary (other than Additional Collateral Loans, if any) having a Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount equal to the largest difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in Loan Group I (other than Additional Collateral Loans, if any) which had an original Loan-to-Value Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the weighted average (based on the principal balance of the Mortgage Loans in Loan Group I as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans in Loan Group I 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 Loan Group I as of the Relevant Anniversary, and (z) one plus the quotient of the number of all Non-Primary Residence Loans remaining in Loan Group I divided by the total number of Outstanding Mortgage Loans in Loan Group I as of the Relevant Anniversary, and (ii) $50,000, over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of related Certificates in accordance with Section 4.05 since the Relevant Anniversary plus any Excess Bankruptcy Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05. As to Loan Group II and as of any date of determination prior to the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of related Certificates in accordance with Section 4.05 of this Series Supplement plus any Excess Bankruptcy Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05. 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 related Bankruptcy Amount calculated as of the close of business on the Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with or preceding such date of determination (or, if such date of determination is an anniversary of the Cut-off Date, the Business Day immediately preceding such date of determination) (for purposes of this definition, the "Relevant Anniversary") and (b) the greater of (A) the greater of (i) 0.0006 times the aggregate principal balance of all the Mortgage Loans in Loan Group II as of the Relevant Anniversary (other than Additional Collateral Loans, if any) having a Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount equal to the largest difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in Loan Group II (other than Additional Collateral Loans, if any) which had an original Loan-to-Value Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the weighted average (based on the principal balance of the Mortgage Loans in Loan Group II as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans in Loan Group II 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 Loan Group II as of the Relevant Anniversary, and (z) one plus the quotient of the number of all Non-Primary Residence Loans remaining in Loan Group II divided by the total number of Outstanding Mortgage Loans in the Loan Group II as of the Relevant Anniversary, and (ii) $50,000, over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of related Certificates in accordance with Section 4.05 since the Relevant Anniversary plus any Excess Bankruptcy Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05. Each Bankruptcy Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Certificate: Any Class A, Class M, Class B or Class R Certificate. Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01 of the Standard Terms, which shall be entitled "U.S. Bank National Association, as trustee, in trust for the registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 2005-S1" and which must be an Eligible Account. Certificate Principal Balance: With respect to each Certificate (other than any Interest Only Certificate), on any date of determination, an amount equal to: (i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof, plus (ii) any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.02, minus (iii) the sum of (x) the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that the Certificate Principal Balance of the Class of related Subordinate Certificates with the Lowest Priority at any given time shall be further reduced by an amount equal to the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance of all Classes of related Certificates then outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; provided, however, the Certificate Principal Balance of the Class of related Subordinate Certificates with the Lowest Priority shall not be reduced to the extent of the amount of any Excess Special Hazard Losses or Excess Fraud Losses to be covered by Diverted Amounts from the non-related Loan Group pursuant to Section 4.05. Class A Certificate: Any one of the Group I Senior Certificates or the Group II Senior Certificates (other than the Class R Certificates), executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A. Class A-V Certificate: Any one of the Class I-A-V Certificates or Class II-A-V Certificates. Class A-P Certificate: Any one of the Class I-A-P Certificates or Class II-A-P Certificates. Class B Certificate: Any one of the Class I-B Certificates or Class II-B Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit C. Class B-1 Certificate: Any one of the Class I-B-1 Certificates or Class II-B-1 Certificates. Class B-2 Certificate: Any one of the Class I-B-2 Certificates or Class II-B-2 Certificates. Class B-3 Certificate: Any one of the Class I-B-3 Certificates or Class II-B-3 Certificates. Class I-B Certificate: Any one of the Class I-B-1, Class I-B-2 or Class I-B-3 Certificates. Class I-M Certificate: Any one of the Class I-M-1, Class I-M-2 or Class I-M-3 Certificates. Class II-B Certificate: Any one of the Class II-B-1, Class II-B-2 or Class II-B-3 Certificates. Class II-M Certificate: Any one of the Class II-M-1, Class II-M-2 or Class II-M-3 Certificates. Class M Certificate: Any one of the Class I-M Certificates or Class II-M Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit B. Class M-1 Certificate: Any one of the Class I-M-1 Certificates or Class II-M-1 Certificates. Class M-2 Certificate: Any one of the Class I-M-2 Certificates or Class II-M-2 Certificates. Class M-3 Certificate: Any one of the Class I-M-3 Certificates or Class II-M-3 Certificates. Class R Certificate: Any one of the Class R-I, Class R-II and 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 each REMIC for purposes of the REMIC Provisions. Closing Date: February 25, 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 Agreement is located at U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota 55107. Attention: Residential Funding Corporation Series 2005-S1. Credit Support Depletion Date: With respect to each Loan Group, the first Distribution Date on which the Certificate Principal Balances of the related Subordinate Certificates have been reduced to zero. Cut-off Date: February 1, 2005. Determination Date: With respect to any Distribution Date, the second Business Day prior to such Distribution Date. Discount Net Mortgage Rate: With respect to Loan Group I, 5.50% per annum. With respect to Loan Group II, 4.75% per annum. Diverted Amount: For either Loan Group, on any Distribution Date on which Excess Special Hazard Losses or Excess Fraud Losses from the other Loan Group are allocated to the Certificates of the related Loan Group pursuant to Section 4.05, or on any subsequent Distribution Date occurring before such losses are fully covered by a Diverted Amount, an amount equal to the lesser of (a) the aggregate amount of all Excess Special Hazard Losses or Excess Fraud Losses from the other Loan Group which occurred prior to the related Distribution Date, minus the aggregate amount of Diverted Amounts previously distributed to the Certificates related to the other Loan Group in respect of such losses, and (b) the Principal Prepayments and the principal portion of the Monthly Payments otherwise payable to the Class B Certificates of the related Loan Group; provided, however, that the sum of the aggregate of the Diverted Amounts on such Distribution Date and all prior Distribution Dates corresponding to Excess Special Hazard Losses or Excess Fraud Losses, respectively, for the other Loan Group and the aggregate Special Hazard Losses or Fraud Losses, respectively, for the related Loan Group, may not exceed the Special Hazard Amount or Fraud Loss Amount, respectively, for the related Loan Group. Due Period: With respect to each Distribution Date and any Mortgage Loan, the calendar month of such Distribution Date. Eligible Account: An account that is any of the following: (i) maintained with a depository institution the debt obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Trustee and each Rating Agency) the registered Holders of Certificates have a claim with respect to the funds in such account or a perfected first security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of the Custodial Account, a trust account or accounts maintained in the corporate trust department of U.S. Bank National Association, or (iv) in the case of the Certificate Account, a trust account or accounts maintained in the corporate trust division of the Trustee, or (v) an account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency). Eligible Funds: On any Distribution Date, the portion, if any, of the related Available Distribution Amount remaining after reduction by the sum of (i) the aggregate amount of Accrued Certificate Interest on the related Senior Certificates, (ii) the related Senior Principal Distribution Amounts (determined without regard to Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the related Class A-P Principal Distribution Amount (determined without regard to Section 4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of Accrued Certificate Interest on the related Class M, Class B-1 and Class B-2 Certificates to the extent such Accrued Certificate Interest is derived from a Loan Group. Excess Subordinate Principal Amount: With respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Class of Subordinate Certificates related to a Loan Group then outstanding with the Lowest Priority is to be reduced to zero and on which Realized Losses are to be allocated to such class or classes, the excess, if any, of (i) the amount that would otherwise be distributable in respect of principal on such class or classes of Certificates on such Distribution Date over (ii) the excess, if any, of the aggregate Certificate Principal Balance of such class or classes of Certificates immediately prior to such Distribution Date over the aggregate amount of Realized Losses to be allocated to such classes of Certificates on such Distribution Date as reduced by any amount calculated pursuant to Section 4.02(b)(i)(E). The Excess Subordinate Principal Amount will be allocated between the Group I Senior Certificates (other than the Class I-A-P Certificates), Class I-M Certificates and Class I-B Certificates, and the Group II Senior Certificates (other than the Class II-A-P Certificates), Class II-M Certificates and Class II-B Certificates, in accordance with the amount of Realized Losses in the related Loan Group and allocated to the related Certificates on such Distribution Date. Fraud Loss Amount: The Group I Fraud Loss Amount or Group II Fraud Loss Amount. Group I Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date, an amount equal to 1.0% of the aggregate outstanding principal balance of all of the Group I Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of related Certificates in accordance with Section 4.05 of this Series Supplement since the Cut-off Date up to such date of determination plus any Excess Fraud Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05 and (Y) from the third to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Group I Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate outstanding principal balance of all of the Group I 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 related Certificates in accordance with Section 4.05 of this Series Supplement since the most recent anniversary of the Cut-off Date up to such date of determination plus any Excess Fraud Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05. On and after the fifth anniversary of the Cut-off Date, the Group I Fraud Loss Amount shall be zero. The Group I Fraud Loss Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency (without giving effect to the Certificate Policy in the case of the Insured Certificates) below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Group I Loans: The Mortgage Loans designated in Exhibit One. Group I Senior Accelerated Distribution Percentage: With respect to any Distribution Date occurring on or prior to the 60th Distribution Date, 100%. With respect to any Distribution Date thereafter and Loan Group I, as follows: (i) for any Distribution Date after the 60th Distribution Date but on or prior to the 72nd Distribution Date, the Group I 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 Group I 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 Group I 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 Group I 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 Group I Senior Percentage for such Distribution Date; provided, however, (i) that any scheduled reduction to the Group I 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 Group I Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the related Subordinate Certificates, is less than 50% or (Y) the outstanding principal balance of Group I Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Group I Loans averaged over the last six months, does not exceed 2% and (2) Realized Losses on the Group I 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 related Subordinate Certificates or (b)(1) the outstanding principal balance of Group I Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Group I Loans averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Group I 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 related Subordinate Certificates, and (ii) that for any Distribution Date on which the Group I Senior Percentage is greater than the Group I Senior Percentage as of the Closing Date, the Group I Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the Group I Senior Certificates (other than the Class I-A-P Certificates, if any) to zero, the Group I Senior Accelerated Distribution Percentage shall thereafter be 0%. Group I Senior Certificate: Any one of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-P, Class I-A-V, Class R-I and 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 A (or Exhibit D in the case of the Class R-I and Class R-III Certificates), each such Certificate (other than the Class I-A-V, Class R-I and Class R-III Certificates) evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and representing an undivided interest in Loan Group I. Group I Senior Percentage: As of any Distribution Date, the lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Group I Senior Certificates (other than the Class I-A-P Certificates) immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each related Discount Mortgage Loan) in Loan Group I immediately prior to such Distribution Date. Group I Senior Principal Distribution Amount: As to any Distribution Date, the lesser of (a) the balance of the Available Distribution Amount related to Loan Group I remaining after the distribution therefrom of all amounts required to be distributed therefrom pursuant to Section 4.02(a)(i)(X) and Section 4.02(a)(ii)(X) of this Series Supplement, and (b) the sum of the amounts required to be distributed therefrom to the Group I Senior Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y). Group I Special Hazard Amount: As of any Distribution Date, an amount equal to $3,372,416 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to one or more specific Classes of related Certificates in accordance with Section 4.05 of this Series Supplement plus any Excess Special Hazard Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05 and (ii) the Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greatest of (i) twice the outstanding principal balance of the Mortgage Loan in Loan Group I which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary, (ii) the product of 1.00% multiplied by the outstanding principal balance of all Mortgage Loans in Loan Group I on the Distribution Date immediately preceding such anniversary and (iii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the Group I Loans in any single five-digit California zip code area with the largest amount of Group I Loans by aggregate principal balance as of such anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans in Loan Group I 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 in Loan Group I 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 in Loan Group I, expressed as a percentage, and the denominator of which is equal to 49.8% (which percentage is equal to the percentage of Mortgage Loans in Loan Group I 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 in Loan Group I secured by a Mortgaged Property located in the State of California. The Group I Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency (without giving effect to the Certificate Policy in the case of the Insured Certificates) below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Group II Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date, an amount equal to 1.0% of the aggregate outstanding principal balance of all of the Group II Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of related Certificates in accordance with Section 4.05 of this Series Supplement since the Cut-off Date up to such date of determination plus any Excess Fraud Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05 and (Y) from the third to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Group II Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 0.5% of the aggregate outstanding principal balance of all of the Group II 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 related Certificates in accordance with Section 4.05 of this Series Supplement since the most recent anniversary of the Cut-off Date up to such date of determination plus any Excess Fraud Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05. On and after the fifth anniversary of the Cut-off Date, the Group II Fraud Loss Amount shall be zero. The Group II 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 II Loans: The Mortgage Loans designated in Exhibit Two. Group II Senior Accelerated Distribution Percentage: With respect to any Distribution Date occurring on or prior to the 60th Distribution Date, 100%. With respect to any Distribution Date thereafter and Loan Group II, as follows: (i) for any Distribution Date after the 60th Distribution Date but on or prior to the 72nd Distribution Date, the Group II 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 Group II 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 Group II 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 Group II 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 Group II Senior Percentage for such Distribution Date; provided, however, (i) that any scheduled reduction to the Group II 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 Group II Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the related Subordinate Certificates, is less than 50% or (Y) the outstanding principal balance of Group II Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Group II Loans averaged over the last six months, does not exceed 2% and (2) Realized Losses on the Group II 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 related Subordinate Certificates or (b)(1) the outstanding principal balance of Group II Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Group II Loans averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Group II 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 related Subordinate Certificates, and (ii) that for any Distribution Date on which the Group II Senior Percentage is greater than the Group II Senior Percentage as of the Closing Date, the Group II Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the Group II Senior Certificates (other than the Class II-A-P Certificates, if any) to zero, the Group II Senior Accelerated Distribution Percentage shall thereafter be 0%. Group II Senior Certificate: Any one of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-P, Class II-A-V and 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 A (or Exhibit D in the case of the Class R-II Certificates), each such Certificate (other than the Class II-A-V Certificates and Class R-II Certificates) representing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions, and representing an undivided interest in Loan Group II. Group II Senior Percentage: As of any Distribution Date, the lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Group II Senior Certificates (other than the Class II-A-P Certificates) immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each related Discount Mortgage Loan) in Loan Group II immediately prior to such Distribution Date. Group II Senior Principal Distribution Amount: As to any Distribution Date, the lesser of (a) the balance of the Available Distribution Amount related to Loan Group II remaining after the distribution therefrom of all amounts required to be distributed therefrom pursuant to Section 4.02(a)(i)(Y) and Section 4.02(a)(ii)(X) of this Series Supplement, and (b) the sum of the amounts required to be distributed therefrom to the Group II Senior Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xvii). Group II Special Hazard Amount: As of any Distribution Date, an amount equal to $3,871,060 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to one or more specific Classes of related Certificates in accordance with Section 4.05 of this Series Supplement plus any Excess Special Hazard Losses on the non-related Mortgage Loans allocated to the related group as set forth in Section 4.05 and (ii) the Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greatest of (i) twice the outstanding principal balance of the Mortgage Loan in Loan Group II which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary, (ii) the product of 1.00% multiplied by the outstanding principal balance of all Mortgage Loans in Loan Group II on the Distribution Date immediately preceding such anniversary and (iii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the Group II Loans in any single five-digit California zip code area with the largest amount of Group II Loans by aggregate principal balance as of such anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans in Loan Group II 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 in Loan Group II 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 in Loan Group II, expressed as a percentage, and the denominator of which is equal to 30.6% (which percentage is equal to the percentage of Mortgage Loans in Loan Group II 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 in Loan Group II secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) located in the State of California. The Group II Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency (without giving effect to the Certificate Policy in the case of the Insured Certificates) below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Highest Priority: As of any date of determination, the Class of related 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. Indirect Depository Participant: An institution that is not a Depository Participant but clears through or maintains a custodial relationship with Participants and has access to the Depository's clearing system. Initial Monthly Payment Fund: $185,325 representing scheduled principal amortization and interest at the Net Mortgage Rate during the month of February 2005, for those Mortgage Loans for which the Trustee will not be entitled to receive such payment in accordance with the definition of "Trust Fund". The Initial Monthly Payment Fund will not be part of any REMIC. Initial Notional Amount: With respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date Principal Balance of the Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass on such date. Initial Subordinate Class Percentage: With respect to each Class of Subordinate Certificates, an amount which is equal to the initial aggregate Certificate Principal Balance of such Class of Subordinate Certificates divided by the aggregate Stated Principal Balance of all the Mortgage Loans in the related Loan Group as of the Cut-off Date as follows: Class I-M-1: 1.55% Class I-B-1: 0.20% Class I-M-2: 0.55% Class I-B-2: 0.15% Class I-M-3: 0.30% Class I-B-3: 0.15% Class II-M-1: 0.70% Class II-B-1: 0.10% Class II-M-2: 0.20% Class II-B-2: 0.10% Class II-M-3: 0.15% Class II-B-3: 0.10% Interest Only Certificates: The Class A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Interest Accrual Period: With respect to any Certificates and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. Loan Group: Loan Group I or Loan Group II. 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. Lockout Certificates: The Class I-A-6 Certificates. Lockout Percentage: For any Distribution Date occurring prior to the Distribution Date in March 2010, 0%. For any Distribution Date occurring after the first five years following the Closing Date, a percentage determined as follows: (i) for any Distribution Date during the sixth year after the Closing Date, 30%; (ii) for any Distribution Date during the seventh year after the Closing Date, 40%; (iii) for any Distribution Date during the eighth year after the Closing Date, 60%; (iv) for any Distribution Date during the ninth year after the Closing Date, 80%; and (v) for any Distribution Date thereafter, 100%. Lower Priority: As of any date of determination and any Class of Subordinate Certificates, any other Class of related Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, with later priority for payments pursuant to Section 4.02(a). Lowest Priority: As of any date of determination, the Class of related Subordinate Certificates then outstanding with the latest priority for payments pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates. Maturity Date: With respect to each Class of Group I Senior Certificates, Class I-M Certificates and Class I-B Certificates, February 25, 2035, the Distribution Date immediately following the latest scheduled maturity date of any Group I Loan. With respect to each Class of Group II Senior Certificates, Class II-M Certificates and Class II-B Certificates, February 25, 2020, the Distribution Date immediately following the latest scheduled maturity date of any Group II Loan. Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One (with respect to the Group I Loans) and Exhibit Two (with respect to the Group II Loans) (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 in the related Loan Group: (a) the Mortgage Loan identifying number ("RFC LOAN #"); (b) the maturity of the Mortgage Note ("MATURITY DATE"); (c) the Mortgage Rate ("ORIG RATE"); (d) the Subservicer pass-through rate ("CURR NET"); (e) the Net Mortgage Rate ("NET MTG RT"); (f) the Pool Strip Rate ("STRIP"); (g) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL P & I"); (h) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (i) the Loan-to-Value Ratio at origination ("LTV"); (j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE"); (k) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation residence; (l) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner occupied residence; and (m) whether such Mortgage Loan constitutes a Group I Loan or Group II Loan. Such schedule may consist of multiple reports that collectively set forth all of the information required. Notional Amount: As of any Distribution Date, with respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the notional amount equal to the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). For federal income tax purposes, however, the Class A-V Certificates and any Subclass thereof will not accrue interest on a Notional Amount, but will be entitled to 100% of the amounts distributed on the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). Pass-Through Rate: With respect to the Class A Certificates (other than the Class A-V Certificates and Principal Only Certificates), Class M Certificates, Class B Certificates and Class R Certificates and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto. With respect to any Class A-V Certificates or any Subclass thereof issued pursuant to Section 5.01(c) and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or with respect to the initial Distribution Date, at the close of business on the Due Date in the month preceding the month of such Distribution Date). With respect to the Class I-A-V Certificates and the initial Distribution Date, the Pass-Through Rate is equal to 0.0520% per annum. With respect to the Class II-A-V Certificates and the initial Distribution Date, the Pass-Through Rate is equal to 0.2155% per annum. For federal income tax purposes, however, the Class A-V Certificates will not have a pass-through rate, but will be entitled to 100% of the amounts distributed on the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The Principal Only Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest. Pool Strip Rate: With respect to each Group I Loan, a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan minus 5.50%, but not less than 0.00%, per annum. With respect to each Group II Loan, a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan minus 4.75%, but not less than 0.00%, per annum. Prepayment Assumption: A prepayment assumption of 300% of the prepayment speed assumption, used for determining the accrual of original issue discount and market discount and premium on the Certificates for federal income tax purposes. The prepayment speed assumption assumes a constant rate of prepayment of mortgage loans of 0.2% per annum of the then outstanding principal balance of such mortgage loans in the first month of the life of the mortgage loans, increasing by an additional 0.2% per annum in each succeeding month until the thirtieth month, and a constant 6% per annum rate of prepayment thereafter for the life of the mortgage loans. Prepayment Distribution Percentage: With respect to any Distribution Date and each Class of Subordinate Certificates for each Loan Group, under the applicable circumstances set forth below, the respective percentages set forth below: (i) For any Distribution Date prior to the Distribution Date in January 2010 (unless the Certificate Principal Balances of the related Senior Certificates (other than the Class A-P Certificates) have been reduced to zero), 0%. (ii) For any Distribution Date for which clause (i) above does not apply, and on which any Class of related Subordinate Certificates is outstanding with a Certificate Principal Balance greater than zero: (a) in the case of the Class of related 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 related Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of related Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of related Subordinate Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%. 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 related 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 related Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the related Non-Maturing Classes in proportion to their respective Recalculated Percentages (the portion of such aggregate reduction so allocated to any related 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 related Maturing Class had not been reduced to zero, plus (2) the related Adjustment Percentage. 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 related 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) in the related Loan Group 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 related Subordinate Certificates. Principal Only Certificates: Any one of the Class I-A-P Certificates or Class II-A-P Certificates. Record Date: With respect to each Distribution Date and each Class of Certificates, the close of business on the last business day of the month next preceding the month in which the related Distribution Date occurs. Relief Act: The Servicemembers Civil Relief Act or similar legislation or regulations as in effect from time to time. Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor that is not collectable from the Mortgagor pursuant to the Relief Act. REMIC I: The segregated pool of assets related to this Series, with respect to which a REMIC election is to be made (except as provided below) pursuant to this Agreement, consisting of: (i) the Group I Loans and the related Mortgage Files and collateral securing such Group I Loans, (ii) all payments on and collections in respect of the Group I Loans due after the Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund, but not including amounts on deposit in the Initial Monthly Payment Fund, (iii) property that secured a Group I 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, related to Group I Loans and (v) all proceeds of clauses (i) through (iv) above. Notwithstanding the foregoing, the REMIC election with respect to REMIC I specifically excludes the Initial Monthly Payment Fund. REMIC I Certificates: The Class R-I Certificates. REMIC I Regular Interests: The uncertificated partial undivided beneficial ownership interests in REMIC I, designated as REMIC I Regular Interest A, REMIC I Regular Interest I-A-P and the REMIC I I-A-V Regular Interests. REMIC I I-A-V Regular Interests: The 337 uncertificated partial undivided beneficial ownership interests in the Trust Fund, each relating to a Group I Loan with a Net Mortgage Rate in excess of 5.50%, each having no principal balance and each bearing interest at the respective Uncertificated Pass-Through Rate on the respective Uncertificated Notional Amount. REMIC II: The segregated pool of assets related to this Series, with respect to which a REMIC election is to be made (except as provided below) pursuant to this Agreement, consisting of: (i) the Group II Loans and the related Mortgage Files and collateral securing such Group II Loans, (ii) all payments on and collections in respect of the Group II Loans due after the Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund, but not including amounts on deposit in the Initial Monthly Payment Fund, (iii) property that secured a Group II 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, related to Group II Loans an (v) all proceeds of clauses (i) through (iv) above. Notwithstanding the foregoing, the REMIC election with respect to REMIC II specifically excludes the Initial Monthly Payment Fund. REMIC II Certificates: The Class R-II Certificates. REMIC II II-A-V Regular Interests: The 357 uncertificated partial undivided beneficial ownership interests in the Trust Fund, each relating to a Group II Loan with a Net Mortgage Rate in excess of 4.75%, each having no principal balance and each bearing interest at the respective Uncertificated Pass-Through Rate on the respective Uncertificated Notional Amount. REMIC II Regular Interests: The uncertificated partial undivided beneficial ownership interests in REMIC II, designated as REMIC II Regular Interest B, REMIC II Regular Interest II-A-P and the REMIC II II-A-V Regular Interests. REMIC III: The segregated pool of assets consisting of the REMIC I Regular Interests and the REMIC II Regular Interests conveyed in trust to the Trustee for the benefit of the holders of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class II-A-1, Class II-A-2, Class II-A-3, Class I-A-P, Class II-A-P, Class I-A-V, Class II-A-V, Class I-M-1, Class I-M-2, Class I-M-3, Class II-M-1, Class II-M-2, Class II-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2, Class II-B-3 and Class R-III Certificates pursuant to Section 2.06, with respect to which a separate REMIC election is to be made. The REMIC election with respect to REMIC III specifically excludes the Initial Monthly Payment Fund. REMIC III Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class II-A-1, Class II-A-2, Class II-A-3, Class I-A-P, Class II-A-P, Class I-A-V, Class II-A-V, Class I-M-1, Class I-M-2, Class I-M-3, Class II-M-1, Class II-M-2, Class II-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2, Class II-B-3 and Class R-III Certificates. Scheduled Final Distribution Date: With respect to the Class I-A, Class R-I, Class R-III and Class I-M Certificates, February 25, 2035. With respect to the Class II-A, Class R-II and Class II-M Certificates, February 25, 2020. Senior Accelerated Distribution Percentage: The Group I Senior Accelerated Distribution Percentage with respect to Loan Group I, or the Group II Senior Accelerated Distribution Percentage with respect to Loan Group II. Senior Certificate: Any one of the Class A Certificates or Class R Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit D, respectively. Senior Percentage: The Group I Senior Percentage with respect to Loan Group I, or the Group II Senior Percentage with respect to Loan Group II. Senior Principal Distribution Amount: The Group I Senior Principal Distribution Amount or Group II Senior Principal Distribution Amount. Senior Support Certificates: Any of the Class II-A-3 Certificates. Special Hazard Amount: The Group I Special Hazard Amount or Group II Special Hazard Amount. Subordinate Certificate: With respect to Loan Group I, any one of the Class I-M Certificates or Class I-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. With respect to Loan Group II, any one of the Class II-M Certificates or Class II-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) in the related Loan Group (other than the related Discount Fraction of each related Discount Mortgage Loan) immediately prior to such Distribution Date. Subordinate Percentage: As of any Distribution Date and any Loan Group, 100% minus the related Senior Percentage as of such Distribution Date. Subordinate Principal Distribution Amount: With respect to any Distribution Date and Loan Group and each Class of related Subordinate Certificates, (a) the sum of (i) the product of (x) the related Subordinate Percentage for such Class, and (y) the aggregate of the amounts calculated for such Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement (without giving effect to the related Senior Percentage) to the extent not payable to the related Senior Certificates; (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of related Subordinate Certificates then outstanding, of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the related Senior Accelerated Distribution Percentage) to the extent such collections are not otherwise distributed to the related Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full on Mortgage Loans in the related Loan Group received in the related Prepayment Period and Curtailments on Mortgage Loans in 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 a related Discount Mortgage Loan) to the extent not payable to the related Senior Certificates; (iv) if such Class is the Class of related Subordinate Certificates with the Highest Priority, any related Excess Subordinate Principal Amount for such Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of related Subordinate Certificates (other than any principal distributions otherwise payable to such Certificates and applied as part of a Diverted Amount on any Distribution Date); minus (b) the sum of (i) with respect to the Class of related Subordinate Certificates with the Lowest Priority, any related Excess Subordinate Principal Amount for such Distribution Date; and (ii) the related Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each related Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for such Class of related 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 related Classes of Class A Certificates (other than the related Class A-P Certificates), without giving effect to any reductions for the related Capitalization Reimbursement Amount. Super Senior Certificates: Any of the Class II-A-2 Certificates. Super Senior Optimal Percentage: As to any Distribution Date on or after the Credit Support Depletion Date and with respect to the Super Senior Certificates, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Super Senior Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Certificate Principal Balance of the related Senior Certificates (other than the Class II-A-P Certificates) immediately prior to such Distribution Date. Super Senior Optimal Principal Distribution Amount: As to any Distribution Date on or after the related Credit Support Depletion Date and with respect to the Super Senior Certificates, the product of (a) the then-applicable Super Senior Optimal Percentage and (b) the Group II Senior Principal Distribution Amount. Trust Fund: REMIC I, REMIC II, REMIC III and the Initial Monthly Payment Fund. Uncertificated Accrued Interest: With respect to each Uncertificated Regular Interest for any Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate for such Distribution Date, accrued on the related Uncertificated Principal Balance or Uncertificated Notional Amount, as the case may be, immediately prior to such Distribution Date. Uncertificated Accrued Interest for the REMIC I Regular Interests, REMIC II Regular Interests and Uncertificated Class A-V REMIC Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Class A-V REMIC Regular Interests: The Uncertificated Class I-A-V REMIC Regular Interests and the Uncertificated Class II-A-V REMIC Regular Interests. Uncertificated Class A-V REMIC Pass-Through Rate: Each Uncertificated Class A-V REMIC Regular Interest will not have a Pass-Through Rate, but will be entitled to 100% of the amounts distributed on the related REMIC I I-A-V Regular Interest or REMIC II II-A-V Regular Interest, as the case may be. Uncertificated Class A-V REMIC Regular Interest Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated Class A-V REMIC Regular Interests for such Distribution Date pursuant to Section 10.05(a). Uncertificated Class I-A-V REMIC Regular Interests: The 337 uncertificated partial undivided beneficial ownership interests in the Trust Fund, each relating to a Group I Loan with a Net Mortgage Rate in excess of 5.50%, each having no principal balance and each bearing interest at the respective Uncertificated Pass-Through Rate on the respective Uncertificated Notional Amount. Uncertificated Class II-A-V REMIC Regular Interests: The 357 uncertificated partial undivided beneficial ownership interests in the Trust Fund, each relating to a Group II Loan with a Net Mortgage Rate in excess of 4.75%, each having no principal balance and each bearing interest at the respective Uncertificated Pass-Through Rate on the respective Uncertificated Notional Amount. Uncertificated Notional Amount: With respect to each REMIC I I-A-V Regular Interest and REMIC II II-A-V Regular Interest, a notional amount equal to the Stated Principal Balance of the related Group I Loan or Group II Loan, respectively, 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). Each Uncertificated Class I-A-V REMIC Regular Interest and Uncertificated Class II-A-V REMIC Regular Interest will not have an Uncertificated Notional Amount, but will be entitled to 100% of the amounts distributed on the related REMIC I I-A-V Regular Interest or REMIC II II-A-V Regular Interest, respectively. Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate and the Uncertificated Class A-V REMIC Pass-Through Rate. Uncertificated Principal Balance: The principal amount of any REMIC I Regular Interest (other than any REMIC I I-A-V Regular Interest) or REMIC II Regular Interest (other than any REMIC II II-A-V Regular Interest) outstanding as of any date of determination. The Uncertificated Principal Balance of each such REMIC I Regular Interest or REMIC II Regular Interest shall never be less than zero. Uncertificated Regular Interests: The REMIC I Regular Interests, REMIC II Regular Interests and the Uncertificated Class A-V REMIC Regular Interests. Uncertificated REMIC I Pass-Through Rate: With respect to each of the REMIC I Regular Interests A and I-A-P, 5.50% and 0.00% respectively. With respect to each REMIC I I-A-V Regular Interest, a rate equal to the Pool Strip Rate for the related Mortgage Loan. Uncertificated REMIC II Pass-Through Rate: With respect to each of the REMIC II Regular Interests B and II-A-P, 4.75% and 0.00% respectively. With respect to each REMIC II II-A-V Regular Interest, a rate equal to the Pool Strip Rate for the related Mortgage Loan. Underwriter: Bear, Stearns & Co. Inc. Section 1.02 Use of Words and Phrases. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to the Pooling and Servicing Agreement as a whole. All references herein to Articles, Sections or Subsections shall mean the corresponding Articles, Sections and Subsections in the Pooling and Servicing Agreement. The definitions set forth herein include both the singular and the plural. ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery hereof, does hereby assign to the Trustee without recourse all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans in the month of the Cut-off Date). In connection with such transfer and assignment, the Company does hereby deliver to the Trustee the Certificate Policy (as defined in the Series Supplement), if any. The Company, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be included in the Trust that is (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 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. (b) - (h) (See Section 2.01(b) - (h) of the Standard Terms) Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms) Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company. (a) For representations, warranties and covenants of the Master Servicer, see Section 2.03(a) of the Standard Terms. (b) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) No Mortgage Loan is 30 or more days Delinquent in payment of principal and interest as of the Cut-off Date and no Mortgage Loan has been so Delinquent more than once in the 12-month period prior to the Cut-off Date; (ii) The information set forth in Exhibits One and Two hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, in Loan Group I and Loan Group II, respectively, is true and correct in all material respects at the date or dates respecting which such information is furnished; (iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage loans with level Monthly Payments due, with respect to a majority of the Mortgage Loans, on the first day of each month and terms to maturity at origination or modification of not more than 30 years, in the case of the Group I Loans, or 15 years, the case of the Group II Loans; (iv) To the best of the Company's knowledge, if a Mortgage Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures that (I) in the case of the Group I Loans (a) at least 30% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01%, and (c) at least 12% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01% and (II) in the case of the Group II Loans (a) at least 25% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 12% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01%, and (c) at least 6% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits thereunder; (v) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are currently acceptable to each Rating Agency; (vi) No more than 1.1% 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 Virginia and no more than 0.9% 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 Virginia. No more than 1.3% 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 Illinois 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 Illinois; (vii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from the Mortgagor; (viii) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such assignment validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; (ix) No more than 19.80% of the Group I Loans and no more than 18.40% of the Group II Loans, by aggregate Stated Principal Balance as of the Cut-off Date, were underwritten under a reduced loan documentation program; (x) With respect to each Mortgage Loan (other than three Group II Loans representing approximately 0.63% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date), each Mortgagor represented in its loan application with respect to the related Mortgage Loan that the Mortgaged Property would be owner-occupied and therefore would not be an investor property as of the date of origination of such Mortgage Loan. No Mortgagor is a corporation or a partnership; (xi) None of the Group I Loans or Group II Loans as of the Cut-off Date are Buydown Mortgage Loans; (xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1); (xiii) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and binding and remains in full force and effect, unless the Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been provided as described in the Program Guide; (xiv) None of the Mortgage Loans are Cooperative Loans; (xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property as of the date the Mortgage Loan was originated was not less than the appraised value of such property at the time of origination of the refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's underwriting guidelines; (xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; (xvii) None of the Mortgage Loans contains in the related Mortgage File a Destroyed Mortgage Note; and (xviii) None of the Mortgage Loans are Pledged Asset Loans or Additional Collateral Loans. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by any of the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties set forth in this Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided, however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(xii), the party discovering such breach shall give such notice within five days of discovery. Within 90 days of its discovery or its receipt of notice of breach, the Company shall either (i) cure such breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that the Company shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Company under the same terms and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood and agreed that the obligation of the Company to cure such breach or to so purchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the Company shall not be required to cure breaches or purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a representation set forth above also constitutes fraud in the origination of the Mortgage Loan. Section 2.04 Representations and Warranties of Sellers. The Company, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Assignment Agreement and each Seller's Agreement (to the extent assigned to the Company pursuant to the Assignment Agreement) applicable to a Mortgage Loan. Insofar as the Assignment Agreement or the Company's rights under such Seller's Agreement relate to the representations and warranties made by Residential Funding or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement that have been assigned to the Trustee pursuant to this Section 2.04 or of a breach of any of the representations and warranties made in the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the related Seller or Residential Funding, as the case may be, of such breach and request that such Seller or Residential Funding, as the case may be, either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that in the case of a breach under the Assignment Agreement Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement was the representation and warranty set forth in clause (xxxi) of Section 4 thereof, then the Master Servicer shall request that Residential Funding pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such payment. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, the related Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the related Seller's Agreement as of the date of substitution, insofar as Residential Funding's rights in respect of such representations and warranties are assigned to the Company pursuant to the Assignment Agreement, and the Company and the Master Servicer shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in this Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master Servicer shall be obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement) has occurred pursuant to Section 4 of the Assignment Agreement. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Certificateholders in the month of substitution). Residential Funding shall deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any REMIC to fail to qualify as such at any time that any Certificate is outstanding. It is understood and agreed that the obligation of the Seller or Residential Funding, as the case may be, to cure such breach or purchase (or in the case of Residential Funding to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing and to make any additional payments required under the Assignment Agreement in connection with a breach of the representation and warranty in clause (xxxi) of Section 4 thereof shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of Certificateholders. If the Master Servicer is Residential Funding, then the Trustee shall also have the right to give the notification and require the purchase or substitution provided for in the second preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding in the Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by Residential Funding, the Trustee shall assign to Residential Funding all of the Trustee's right, title and interest in respect of the Seller's Agreement and the Assignment Agreement applicable to such Mortgage Loan. Section 2.05 Execution and Authentication of Certificates. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written request of the Company executed by an officer of the Company has executed and caused to be authenticated and delivered to or upon the order of the Company the Certificates in authorized denominations which evidence ownership of the entire Trust Fund. 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 Paying Agent appointed by the Trustee shall distribute to (i) the Master Servicer on behalf of the Trustee or (ii) the Paying Agent appointed by the Trustee, shall distribute, to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), either (1) in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or (2) if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register, such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b) below and subject further to the provisions of Section 4.05 in respect of any Diverted Amounts), in each case to the extent of the related Available Distribution Amount: (i) (X) from the Available Distribution Amount related to the Group I Loans, to the Group I Certificates (other than the Class I-A-P Certificates), on a pro rata basis based on the Accrued Certificate Interest payable on such Classes of Certificates (or Subclasses, if any, with respect to the Class I-A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Group I Senior Interest Distribution Amount"); and (Y) from the Available Distribution Amount related to the Group II Loans, to the Group II Certificates (other than the Class II-A-P Certificates), on a pro rata basis based on Accrued Certificate Interest payable on such Classes of Certificates (or Subclasses, if any, with respect to the Class II-A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Group II Senior Interest Distribution Amount"); and (ii) (X) to the Class I-A-P Certificates, the Class I-A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein) and to the Class II-A-P Certificates, the Class II-A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and (Y) to the related Senior Certificates (other than the Class A-P Certificates), in the priorities and amounts set forth in Section 4.02(b)(ii) through Section 4.02(f), 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 times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan) in the related Loan Group, whether or not received on or prior to the related Determination Date, minus the principal portion of any related 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 in such Loan Group) which together with other related Bankruptcy Losses exceeds the related 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 Sections 2.02, 2.04 or 4.07 of the Standard Terms, Section 2.03 of the Standard Terms and this Series Supplement, and the Stated Principal Balance of the Mortgage Loans in the related Loan Group purchased pursuant to Section 9.01 of the Standard Terms and this Series Supplement in connection with such Distribution Date, if applicable, and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan from the related Loan Group pursuant to Section 2.04 of the Standard Terms or Section 2.03 of the Standard Terms and this Series Supplement, during the preceding calendar month (other than the related Discount Fraction of such Stated Principal Balance or shortfall with respect to each Discount Mortgage Loan in such Loan Group); 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 in such Loan Group described in Section 4.02(a)(ii)(Y)(B) of this Series Supplement, including without limitation any related 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 Section 4.02(b)(i)(C) of this Series Supplement); (C) the related Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments 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 related Excess Subordinate Principal Amount for such Distribution Date; (E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the related Subordinate Certificates; minus (F) 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 related 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 related Classes of Class A Certificates (other than the related Class A-P Certificates) without giving effect to any reductions for the related Capitalization Reimbursement Amount; (iii) if the Certificate Principal Balances of the Subordinate Certificates relating to a Loan Group 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 related 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 related 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 related Class M-1 Certificates, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any related 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 related Class M-1 Certificates; (vi) to the Holders of the related 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 related Class M-2 Certificates, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the related Class M-2 Certificates; (viii) to the Holders of the related 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 related Class M-3 Certificates, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the related Class M-3 Certificates; (x) to the Holders of the related 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 related Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the related Class B-1 Certificates; (xii) to the Holders of the related 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 related Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the related Class B-2 Certificates; (xiv) to the Holders of the related Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a) (xv) of this Series Supplement are insufficient therefor; (xv) to the Holders of the related Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any related 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 related Class B-3 Certificates; (xvi) to the Senior Certificates, in the priority set forth in Section 4.02(b) of this Series Supplement, the portion, if any, of the Available Distribution Amount for the related 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 related Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the related Available Distribution Amount remaining after the related 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 Amount for both Loan Groups. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of related Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the related 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 related Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the determination by the Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to the Certificateholders. (b) Distributions of principal on the Senior Certificates on each Distribution Date occurring prior to the related Credit Support Depletion Date will be made as follows: (i) to the Class I-A-P Certificates and Class II-A-P Certificates from the related Available Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero, an amount (in the case of the Class I-A-P Certificates, the "Class I-A-P Principal Distribution Amount," and in the case of the Class II-A-P Certificates, the "Class II-A-P Principal Distribution Amount," and collectively, the "Class A-P Principal Distribution Amount") equal to the aggregate of: (A) the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan 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 related Bankruptcy Losses exceeds the related 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 the Standard Terms) of Discount Mortgage Loans in the related Loan Group (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 in the related Loan Group that did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (1) the applicable Discount Fraction of the Stated Principal Balance of such Discount Mortgage Loan immediately prior to such Distribution Date and (2) the aggregate amount of the collections on such Discount Mortgage Loan to the extent applied as recoveries of principal; (D) any amounts allocable to principal for the related Loan Group for any previous Distribution Date (calculated pursuant to clauses (A) through (C) above) that remain undistributed; and (E) the amount of any related Class A-P Collection Shortfalls for such Distribution Date and the amount of any such Class A-P Collection Shortfalls remaining unpaid for all previous Distribution Dates, but only to the extent of the Eligible Funds in the related Loan Group for such Distribution Date; minus (F) the related Discount Fraction of the portion of the related Capitalization Reimbursement Amount for such Distribution Date, if any, related to each related Discount Mortgage Loan; and (ii) the Group I Senior Principal Distribution Amount shall be distributed to the Class R-I Certificates and Class R-III Certificates, concurrently on a pro rata basis, until the Certificate Principal Balances thereof have been reduced to zero; (iii) the balance of the Group I Senior Principal Distribution Amount remaining after the distributions, if any, described in clause (ii) above shall be distributed to the Class I-A-6 Certificates, in reduction of the Certificate Principal Balance thereof, in an amount equal to the Lockout Percentage of the Class I-A-6 Certificates' pro rata share (based on the Certificate Principal Balance thereof and the aggregate Certificate Principal Balance of all of the Group I Senior Certificates (other than the Class I-A-P Certificates) and the Class I-M Certificates and Class I-B Certificates) of the aggregate of the collections described in Section 4.02(a)(ii)(Y)(A), (B), (C) and (E) without application of the Group I Senior Percentage or the Group I Senior Accelerated Distribution Percentage; (iv) the balance of the Group I Senior Principal Distribution Amount remaining after the distributions, if any, described in clause (iii) above shall be distributed sequentially, to the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, and Class I-A-6 Certificates, in that order, in each case until the Certificate Principal Balance thereof has been reduced to zero; (v) the Group II Senior Principal Distribution Amount shall be distributed to the Class R-II Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (vi) the balance of the Group II Senior Principal Distribution Amount remaining after the distribution, if any, described in clause (v) above shall be distributed concurrently to the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, on a pro rata basis, in each case, until the Certificate Principal Balance thereof has been reduced to zero. (c) On or after the occurrence of the Credit Support Depletion Date with respect to Loan Group II but prior to the reduction of the Certificate Principal Balance of the Senior Support Certificates to zero, all priorities relating to distributions as described in Section 4.02(b) above in respect of principal among the various classes of related Senior Certificates (other than the Class II-A-P Certificates) will be disregarded, and (i) an amount equal to the Discount Fraction of the principal portion of scheduled payments and unscheduled collections received or advanced in respect of the Discount Mortgage Loans in Loan Group II will be distributed to the Class II-A-P Certificates, (ii) the Group II Senior Principal Distribution Amount will be distributed to the remaining Classes of related Senior Certificates (other than the Class II-A-P Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances, and (iii) the amount set forth in Section 4.02(a)(i) will be distributed as set forth therein; provided that the aggregate amount distributable to the Super Senior Certificates and the Senior Support Certificates will be distributed among such Certificates in the following priority: first, to the Super Senior Certificates, up to an amount equal to the Accrued Certificate Interest thereon; second to the Super Senior Certificates, up to an amount equal to the Super Senior Optimal Principal Distribution Amount, in reduction of the Certificate Principal Balance thereof, until such Certificate Principal Balance has been reduced to zero; third, to the Senior Support Certificates, up to an amount equal to the Accrued Certificate Interest thereon; and fourth, to the Senior Support Certificates, the remainder, until the Certificate Principal Balance thereof has been reduced to zero. (d) On or after the occurrence of the Credit Support Depletion Date with respect to either Loan Group and, with respect to Loan Group II, after the reduction of the Certificate Principal Balance of the Senior Support Certificates to zero, all priorities relating to distributions as described in clauses Section 4.02(b) and (c) above in respect of principal among the various classes of Senior Certificates (other than the Class A-P Certificates) will be disregarded, and (i) an amount equal to the Discount Fraction of the principal portion of scheduled payments and unscheduled collections received or advanced in respect of the Discount Mortgage Loans will be distributed to the related Class A-P Certificates, (ii) the applicable Senior Principal Distribution Amount will be distributed to the remaining Classes of related Senior Certificates (other than the Class A-P Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances, and (iii) the amount set forth in Section 4.02(a)(i) will be distributed as set forth therein. (e) After the reduction of the Certificate Principal Balances of the Senior Certificates in a certificate group (other than the related Class A-P Certificates) to zero but prior to the related Credit Support Depletion Date, the related Senior Certificates (other than the related Class A-P Certificates) will be entitled to no further distributions of principal thereon and the related Available Distribution Amount will be paid solely to the holders of the related Class A-P Certificates, the related Variable Strip Certificates and the related Subordinate Certificates, in each case as described herein. (f) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of related Subordinate Certificates with the Highest Priority to which Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses, have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of related Certificates with the next Lower Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase the Certificate Principal Balance of the Class of related Certificates with the next Lower Priority up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (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 a future Distribution Date, the Master Servicer shall, no later than 60 days prior to such final distribution, notify the Trustee and the Trustee shall, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, mail to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in Section 9.01(d). Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting. (See Section 4.03 of the Standard Terms) Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. (See Section 4.04 of the Standard Terms) Section 4.05 Allocation of Realized Losses. (a) 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 related Class B-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; second, to the related Class B-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; third, to the related Class B-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the related Class M-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the related Class M-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the related Class M-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized Losses are on a Discount Mortgage Loan, to the related Class A-P Certificates in an amount equal to the related Discount Fraction of the principal portion thereof, and the remainder of such Realized Losses on the Discount Mortgage Loans and the entire amount of such Realized Losses on Non-Discount Mortgage Loans shall be allocated (A) in the case of a Group I Loan, among the Group I Senior Certificates (other than the Class I-A-V Certificates and Class I-A-P Certificates) in the case of the principal portion of such loss on a pro rata basis, and among the Group I Senior Certificates (other than the Class I-A-P Certificates) in the case of the interest portion of such loss on a pro rata basis and (B) in the case of a Group II Loan, among the Group II Senior Certificates (other than the Class II-A-V Certificates and Class II-A-P Certificates) in the case of the principal portion of such loss on a pro rata basis, and among the Group II Senior Certificates (other than the Class II-A-P Certificates) in the case of the interest portion of such loss on a pro rata basis (subject to Section 4.02(c)), as described below; provided, however, that such Realized Losses otherwise allocable to the Class II-A-2 Certificates will be allocated to the Class II-A-3 Certificates, until the Certificate Principal Balance of the Class II-A-3 Certificates has been reduced to zero. (b) Any Extraordinary Losses and Excess Bankruptcy Losses (other than Debt Service Reductions) with respect to the Group I Loans shall be allocated among the Group I Senior Certificates, Class I-M Certificates and Class I-B Certificates on a pro rata basis; provided that the related Discount Fraction of the principal portion of an Extraordinary Loss or an Excess Bankruptcy Loss on a related Discount Mortgage Loan shall be allocated to the Class I-A-P Certificates. Any Extraordinary Losses and Excess Bankruptcy Losses (other than Debt Service Reductions) with respect to the Group II Loans shall be allocated among the Group II Senior Certificates, Class II-M Certificates and Class II-B Certificates on a pro rata basis; provided that the related Discount Fraction of the principal portion of an Extraordinary Loss or an Excess Bankruptcy Loss on a related Discount Mortgage Loan shall be allocated to the Class II-A-P Certificates. (c) Any Excess Special Hazard Losses and Excess Fraud Losses shall be allocated as follows: (a) in the case of a Group I Loan, first, to the Class II-B-3 Certificates, second, to the Class II-B-2 Certificates, and third, to the Class II-B-1 Certificates, and (b) in the case of a Group II Loan, first, to the Class I-B-3 Certificates, second, to the Class I-B-2 Certificates, and third, to the Class I-B-1 Certificates, provided however that such losses will be so allocated pursuant to this provision solely to the extent of the remaining Special Hazard Amount or Fraud Loss Amount, as applicable, related to the certificate group to which these losses are allocated and to the extent of the Certificate Principal Balance of the Class B Certificates related to that Loan Group, and thereafter shall be allocated pro rata among all the Certificates in the certificate group in which these losses occurred, on a pro rata basis, in reduction of the Certificate Principal Balance thereof; and provided further, that the related Discount Fraction of the principal portion of any of these losses on a Discount Mortgage Loan shall be allocated to the related Class A-P Certificates. To the extent that amounts otherwise payable to a Class of Class B Certificates are diverted to the Certificates related to the other Loan Group as part of a Diverted Amount on any Distribution Date on which Excess Special Hazard Losses and Excess Fraud Losses are allocated as set forth in the preceding sentence, or on any subsequent Distribution Date until such losses are fully covered, such amounts shall be diverted from such Class from first, Principal Prepayments, and second, the principal portions of Monthly Payments, and shall be paid, as principal, to the non-related Certificates as part of the related Available Distribution Amount and shall be treated in the same manner as a Principal Prepayment in Full. (d) As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable on such Distribution Date (without regard to any Compensating Interest for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as provided in the following two sentences, 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 a group of Certificates below the aggregate Stated Principal Balance of the related Mortgage Loans. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of Excess Special Hazard Losses and Excess Fraud Losses shall be made by operation of the provisions of Section 4.05(c). Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification) shall be made in proportion to the amount of Accrued Certificate Interest and by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(a). Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such Realized Losses and other losses allocated to the Class A-V Certificates shall be allocated among such Subclasses in proportion to the respective amounts of Accrued Certificate Interest payable on such Distribution Date that would have resulted absent such reductions. (e) The interest portion of all Realized Losses on the Group I Loans shall be allocated on each Distribution Date to REMIC I Regular Interest A and the REMIC I I-A-V Regular Interests, pro rata with their entitlement to interest without regard to this provision. All Realized Losses on Group I Loans allocated to the Class I-A-P Certificates on each Distribution Date shall be allocated to REMIC I Regular Interest I-A-P on such Distribution Date. The principal portion of all remaining Realized Losses on Group I Mortgage Loans allocated to the Certificates on each Distribution Date shall be allocated to REMIC I Regular Interest A on such Distribution Date. (f) The interest portion of all Realized Losses on the Group II Loans shall be allocated on each Distribution Date to REMIC II Regular Interest B and the REMIC II II-A-V Regular Interests, pro rata with their entitlement to interest without regard to this provision. All Realized Losses on Group II Loans allocated to the Class II-A-P Certificates on each Distribution Date shall be allocated to REMIC II Regular Interest II-A-P on such Distribution Date. All remaining Realized Losses on Group II Mortgage Loans allocated to the Certificates on each Distribution Date shall be allocated to REMIC II Regular Interest B on such Distribution Date. 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). ARTICLE V THE CERTIFICATES (SEE ARTICLE V 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 Residential Funding of All Certificates; Termination Upon Purchase by Residential Funding 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 Residential Funding of all Mortgage Loans in a Loan Group and all property acquired in respect of any Mortgage Loan in that Loan Group remaining in the Trust Fund at a price equal to 100% of the unpaid principal balance of each such 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 on the day of repurchase plus accrued interest thereon at the Net Mortgage Rate (or Modified Mortgage Rate in the case of any Modified Mortgage Loan) from the Due Date to which interest was last paid by the Mortgagor 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 Residential Funding shall also include (i) any amounts owed by Residential Funding pursuant to Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (xxxi) of such Section that remain unpaid on the date of such purchase and (ii) any principal distributions used as part of any Diverted Amounts which are reimbursable to the non-related Subordinate Certificates that remain unpaid as of the date of such purchase. The right of Residential Funding to purchase all the assets of a Loan Group pursuant to clause (ii) above is conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group 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 in such Loan Group. If such right is exercised by Residential Funding, the Master Servicer shall be entitled to reimbursement for the full amount of any unreimbursed Advances theretofore made by it with respect to such Mortgage Loans pursuant to Section 3.10. 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 Residential Funding the Mortgage Files pertaining to the Mortgage Loans being purchased. In addition to the foregoing, on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans in a Loan Group, 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 in such Loan Group, Residential Funding shall have the right, at its option, to purchase the related 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. (b) - (f) (See Section 9.01(b) - (f) of the Standard Terms) Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard Terms). Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms). ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms) Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms) Section 10.03 Designation of REMIC(s). The REMIC Administrator will make an election to treat the segregated pool of assets described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Group I Loans but excluding the Initial Monthly Payment Fund), as a REMIC for federal income tax purposes. The REMIC Administrator will make an election to treat the segregated pool of assets described in the definition of REMIC II (as defined herein), and subject to this Agreement (including the Group II Loans but excluding the Initial Monthly Payment Fund), as a REMIC for federal income tax purposes. The REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and the REMIC II Regular Interests, and subject to this Agreement (excluding the Initial Monthly Payment Fund), as a REMIC for federal income tax purposes. The 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). The 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). The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class II-A-1, Class II-A-2, Class II-A-3, Class I-A-P, Class II-A-P, Class I-A-V, Class II-A-V, Class I-M-1, Class I-M-2, Class I-M-3, Class II-M-1, Class II-M-2, Class II-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates and the rights in and to which will be represented by the related Class A-V Certificates, will be the "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 in the Standard Terms) under federal income tax law. On and after the date of issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c), any such Subclass will represent the related Uncertificated Class A-V REMIC Regular Interest or Interests specified by the initial Holder of the related Class A-V Certificates pursuant to said Section. Section 10.04 Distributions on the Uncertificated Regular Interests. (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and distribute the Available Distribution Amount related to the Group I Loans and Group II Loans to the extent on deposit in the Certificate Account for such date to the interests issued in respect of REMIC I and REMIC II as specified in this Section. (b) (1) On each Distribution Date, the following amounts, in the following order of priority, to the extent of the Available Distribution Amount related to the Group I Loans, reduced by distributions made to the Class R-I Certificates pursuant to Section 4.02(b), shall be deemed distributed by REMIC I to REMIC III on account of the REMIC I Regular Interests: (i) Uncertificated Accrued Interest on REMIC I Regular Interest A and the REMIC I I-A-V Regular Interests, pro rata, for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, (x) to REMIC I Regular Interest I-A-P, in an amount equal to the amount distributed on such Distribution Date in respect of the Class I-A-P Certificates, and (y) the balance to REMIC I Regular Interest A until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero. (2) On each Distribution Date, the following amounts, in the following order of priority, to the extent of the Available Distribution Amount related to the Group II Loans, reduced by distributions made to the Class R-II Certificates pursuant to Section 4.02(b), shall be deemed distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests: (i) Uncertificated Accrued Interest on REMIC II Regular Interest B and REMIC II Regular Interest II-A-V, pro rata, for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, (x) to REMIC II Regular Interest II-A-P, in an amount equal to the amount distributed on such Distribution Date in respect of the Class II-A-P Certificates, and (y) the balance to REMIC II Regular Interest B until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to zero. (c) Notwithstanding the deemed distributions on the Uncertificated 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 Distributions on the Uncertificated Class A-V REMIC Regular Interests. (a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated Class A-V REMIC Regular Interests, Uncertificated Accrued Interest on the Uncertificated Class A-V REMIC Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date. (b) In determining from time to time the Uncertificated Class A-V REMIC Regular Interest Distribution Amounts, Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be deemed allocated to Uncertificated Class A-V REMIC Regular Interests on a pro rata basis based on the Uncertificated Class A-V REMIC Accrued Interest for the related Distribution Date. (c) On each Distribution Date, the Trustee shall be deemed to distribute from the Trust Fund, in the priority set forth in Section 4.02(a), to the Class A-V Certificates, the amounts distributable thereon from the Uncertificated Class A-V REMIC Regular Interest Distribution Amounts deemed to have been received by the Trustee from the Trust Fund under this Section 10.05. The amount deemed distributable hereunder with respect to the Class A-V Certificates shall equal 100% of the amounts distributable with respect to the related Uncertificated Class A-V REMIC Regular Interests. (d) Notwithstanding the deemed distributions on the Uncertificated Class A-V REMIC Regular Interests described in this Section 10.05, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. Section 10.06 Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Trustee or any Paying Agent, as applicable, shall comply with all federal withholding requirements respecting payments to Certificateholders, including interest or original interest discount payments or advances thereof that the Trustee or any Paying Agent, as applicable, reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or any Paying Agent, as applicable, does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or any Paying Agent, as applicable, shall indicate the amount withheld to such Certificateholder pursuant to the terms of such requirements. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (See Section 11.01 of the Standard Terms) Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard Terms) Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms) Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms) Section 11.05 Notices. All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which shall be deemed to have been duly given only when received), to the appropriate address for each recipient listed in the table below or, in each case, such other address as may hereafter be furnished in writing to the Master Servicer, the Trustee and the Company, as applicable:
Recipient Address 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 The Corporate Trust Office, U.S. Bank National Association U.S. Bank Corporate Trust Services 60 Livingston Avenue EP-MN-WS3D St. Paul, Minnesota 55107-2292 Attention: Residential Funding Corporation Series 2005-S1 Standard & Poor's 55 Water Street New York, New York 10041 Fitch One State Street Plaza New York, New York 10007 Moody's 99 Church Street New York, New York 10007
Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 11.06 Required Notices to Rating Agency and Subservicer. The Company, the Master Servicer or the Trustee, as applicable, shall (i) notify each Rating Agency and the Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or (ii) provide a copy to each Rating Agency at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (e) and (f) below: (a) a material change or amendment to this Agreement, (b) the occurrence of an Event of Default, (c) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority ownership of the Trustee, (d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such instrument, (e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to Section 4.03, (f) the statements required to be delivered pursuant to Sections 3.18 and 3.19, (g) a change in the location of the Custodial Account or the Certificate Account, (h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04, (i) the occurrence of the Final Distribution Date, and (j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer of any such event known to the Master Servicer. Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms) Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms) Section 11.09 Allocation of Voting Rights. 96.5% of all Voting Rights shall be allocated among Holders of Certificates, other than the Interest Only Certificates and Residual Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates, 1.0% of all Voting Rights shall be allocated among the Holders of the Class I-A-2 Certificates in accordance with their respective Percentage Interests; 1.0% of all Voting Rights shall be allocated among the Holders of the Class I-A-V Certificates in accordance with their respective Percentage Interests; 1.0% of all Voting Rights shall be allocated among the Holders of the Class II-A-V Certificates; and 0.50%, 0.50% and 0.50% of all Voting Rights shall be allocated among the Holders of the Class R-I, Class R-II and Class R-III Certificates, respectively, in accordance with their respective Percentage Interests. SERIES SUPPLEMENT IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written. [Seal] RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Attest: By: Name: Name: Heather Anderson Title: Vice President Title: Vice President [Seal] RESIDENTIAL FUNDING CORPORATION Attest: By: Name: Name: Jeff Baines Title: Associate Title: Associate [Seal] U.S. BANK NATIONAL ASSOCIATION as Trustee Attest: By: Name: Name: Title: Title: STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 25th day of February, 2005 before me, a notary public in and for said State, personally appeared Heather Anderson, known to me to be a Vice President of Residential Funding Mortgage Securities I, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public _________________ [Notarial Seal] STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 25th day of February, 2005 before me, a notary public in and for said State, personally appeared Jeff Baines, known to me to be an Associate of Residential Funding Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public __________________ [Notarial Seal] STATE OF MINNESOTA ) ) ss.: COUNTY OF ___________ ) On the 25th day of February, 2005 before me, a notary public in and for said State, personally appeared _____________, known to me to be an Authorized Officer of U.S. Bank, National Association, the entity that executed the within instrument, and also known to me to be the person who executed it on behalf of said banking entity and acknowledged to me that such banking entity executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public ___________________ [Notarial Seal] EXHIBIT ONE MORTGAGE LOAN SCHEDULE FOR LOAN GROUP I (Available Upon Request) 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 # 8446786 356/356 F 338,500.00 ZZ 180 311,300.18 1 5.1250 2698.93 65 4.8750 2698.93 SAN JOSE CA 95123 2 06/13/03 00 29061371 05 08/01/03 0.0000 29061371 O 07/01/18 0 8471848 356/356 F 330,000.00 ZZ 180 304,095.91 1 5.1250 2631.16 57 4.8750 2631.16 LIVERMORE CA 94551 2 06/20/03 00 29047875 05 08/01/03 0.0000 29047875 O 07/01/18 0 8485858 356/356 F 609,590.00 ZZ 180 567,456.30 1 5.1250 4860.39 51 4.8750 4860.39 BERKELEY CA 94708 2 07/02/03 00 3081205 05 09/01/03 0.0000 3081205 O 08/01/18 0 8486928 356/356 F 368,000.00 ZZ 180 335,497.18 1 5.1250 2934.14 60 4.8750 2934.14 BENICIA CA 94510 2 06/23/03 00 29053899 05 09/01/03 0.0000 29053899 O 08/01/18 0 8554324 356/356 F 384,000.00 ZZ 180 358,212.94 1 5.5000 3137.61 52 5.2500 3137.61 HAYWARD CA 94544 5 07/17/03 00 29063260 03 09/01/03 0.0000 29063260 O 08/01/18 0 8555568 356/356 F 372,000.00 ZZ 180 324,208.40 1 5.2500 2990.43 42 5.0000 2990.43 WALNUT CREEK CA 94596 2 07/15/03 00 29056348 05 09/01/03 0.0000 29056348 O 08/01/18 0 8555622 356/356 F 395,500.00 ZZ 180 368,940.77 1 5.5000 3231.57 70 5.2500 3231.57 PLEASANTON CA 94566 5 07/14/03 00 29054707 03 09/01/03 0.0000 29054707 O 08/01/18 0 8733220 286/286 F 366,000.00 ZZ 180 342,388.42 1 5.2500 2942.19 74 5.0000 2942.19 HOUSTON TX 77008 2 08/14/03 00 2701949 05 10/01/03 0.0000 2701949 O 09/01/18 0 9183749 E22/G01 F 72,800.00 TX 180 71,138.78 1 6.1250 619.25 80 5.8750 619.25 HOUSTON TX 77015 5 07/07/04 00 0421255282 05 09/01/04 0.0000 0421255282 O 08/01/19 0 9444525 313/G01 F 685,000.00 ZZ 180 670,540.29 1 5.8750 5734.27 73 5.6250 5734.27 BOGART GA 30622 2 07/28/04 00 0438212417 05 09/01/04 0.0000 0010275527 O 08/01/19 0 9504548 E23/G01 F 333,700.00 ZZ 180 327,721.36 1 5.6250 2748.79 43 5.3750 2748.79 RANCHO MIRAGE CA 92270 5 08/27/04 00 0438396152 03 10/01/04 0.0000 11030111 O 09/01/19 0 9512077 714/G01 F 361,500.00 ZZ 180 354,887.93 1 5.3750 2929.84 67 5.1250 2929.84 MEQUON WI 53092 2 08/24/04 00 0438304859 05 10/01/04 0.0000 1 O 09/01/19 0 9539711 K15/G01 F 82,800.00 ZZ 180 80,898.32 1 5.5000 676.55 81 5.2500 676.55 CLIO MI 48420 2 08/24/04 41 0438310922 05 10/01/04 6.0000 1 O 09/01/19 0 9539949 286/286 F 150,000.00 ZZ 180 147,284.58 1 5.5000 1225.63 34 5.2500 1225.63 CHRISTIANSBURGVA 24073 2 08/17/04 00 2736744 05 10/01/04 0.0000 2736744 O 09/01/19 0 9539957 286/286 F 611,900.00 ZZ 168 586,434.52 1 5.1250 5111.31 51 4.8750 5111.31 CUYAHOGA FALLSOH 44223 2 03/23/04 00 3042216 05 05/01/04 0.0000 3042216 O 04/01/18 0 9540680 696/G01 F 460,000.00 ZZ 180 455,026.53 1 5.5000 3758.58 73 5.2500 3758.58 VIENNA VA 22182 5 10/25/04 00 0438575698 03 12/01/04 0.0000 40104557 O 11/01/19 0 9542120 956/G01 F 566,300.00 ZZ 180 558,821.68 1 5.1250 4515.23 44 4.8750 4515.23 RIDGEFIELD CT 06877 2 10/15/04 00 0438664369 05 12/01/04 0.0000 3414100005 O 11/01/19 0 9542134 956/G01 F 500,000.00 ZZ 180 489,144.51 1 5.3750 4052.33 67 5.1250 4052.33 CLARKSVILLE MD 21029 5 09/16/04 00 0438664443 05 11/01/04 0.0000 4414090019 O 10/01/19 0 9542136 956/G01 F 493,000.00 ZZ 180 485,366.22 1 5.1250 3930.79 70 4.8750 3930.79 POTOMAC MD 20854 5 09/23/04 00 0438664450 05 11/01/04 0.0000 4414090023 O 10/01/19 0 9542146 956/G01 F 603,000.00 ZZ 180 596,343.19 1 5.2500 4847.38 58 5.0000 4847.38 INDIANAPOLIS IN 46236 2 10/14/04 00 0438664492 03 12/01/04 0.0000 4914090057 O 11/01/19 0 9542156 956/G01 F 615,000.00 ZZ 180 608,139.91 1 5.1250 4903.52 21 4.8750 4903.52 SEATTLE WA 98136 2 10/25/04 00 0438664542 05 12/01/04 0.0000 5514100027 O 11/01/19 0 9554430 696/G01 F 593,000.00 ZZ 180 588,645.27 2 5.2500 4766.99 69 5.0000 4766.99 WASHINGTON DC 20010 2 11/18/04 00 0438659815 05 01/01/05 0.0000 25604273 O 12/01/19 0 9558114 Y21/G01 F 506,400.00 ZZ 180 502,602.95 1 5.0000 4004.58 80 4.7500 4004.58 BELLEVUE WA 98008 1 11/01/04 00 0438742199 03 01/01/05 0.0000 204705215 O 12/01/19 0 9558116 Y21/G01 F 758,000.00 ZZ 180 752,316.41 1 5.0000 5994.22 39 4.7500 5994.22 MONTEREY CA 93940 2 11/04/04 00 0438742207 05 01/01/05 0.0000 204757657 O 12/01/19 0 9564631 225/225 F 500,000.00 ZZ 180 483,821.19 1 5.1250 3986.60 18 4.8750 3986.60 NEW YORK NY 10028 2 05/05/04 00 6976115 05 07/01/04 0.0000 6976115 O 06/01/19 0 9568469 956/G01 F 482,500.00 ZZ 180 276,425.90 1 5.7500 4006.73 55 5.5000 4006.73 DENVER CO 80207 1 07/27/04 00 0438382665 05 09/01/04 0.0000 2414070010 O 08/01/19 0 9570709 168/G01 F 975,000.00 T 180 954,215.72 1 6.0000 8227.61 67 5.7500 8227.61 NAPLES FL 34103 1 07/28/04 00 0438441768 05 09/01/04 0.0000 0529494418 O 08/01/19 0 9570713 168/G01 F 392,000.00 ZZ 180 383,810.71 1 6.0000 3307.92 80 5.7500 3307.92 ARNOLD MD 21012 1 07/07/04 00 0438437873 03 09/01/04 0.0000 0529535661 O 08/01/19 0 9575369 E82/G01 F 265,000.00 ZZ 180 260,154.41 1 5.8750 2218.36 86 5.6250 2218.36 CORINTH TX 76210 2 09/16/04 04 0401018718 03 11/01/04 12.0000 0401018718 O 10/01/19 0 9578144 956/G01 F 985,650.00 ZZ 180 978,182.41 1 4.8750 7730.43 44 4.6250 7730.43 BURLINGAME CA 94010 2 11/05/04 00 0438768061 05 01/01/05 0.0000 114100055 O 12/01/19 0 9578146 956/G01 F 595,000.00 ZZ 180 590,584.77 1 5.1250 4744.06 46 4.8750 4744.06 LOS ALTOS CA 94024 2 11/12/04 00 0438768079 05 01/01/05 0.0000 114110006 O 12/01/19 0 9578148 956/G01 F 366,000.00 ZZ 180 361,492.83 1 5.2500 2942.19 57 5.0000 2942.19 TEMPE AZ 85284 2 11/01/04 00 0438768087 05 12/01/04 0.0000 414100013 O 11/01/19 0 9578150 956/G01 F 458,900.00 ZZ 180 453,345.93 1 4.7500 3569.47 80 4.5000 3569.47 CHANDLER AZ 85248 2 11/05/04 00 0438768095 03 01/01/05 0.0000 414110005 O 12/01/19 0 9578152 956/G01 F 550,000.00 ZZ 180 545,876.04 1 5.0000 4349.36 53 4.7500 4349.36 SCOTTSDALE AZ 85259 2 11/16/04 00 0438768103 03 01/01/05 0.0000 414110048 O 12/01/19 0 9578154 956/G01 F 433,000.00 ZZ 180 428,318.44 1 5.5000 3537.97 41 5.2500 3537.97 WALNUT CA 91789 2 11/02/04 00 0438768111 05 12/01/04 0.0000 514100020 O 11/01/19 0 9578156 956/G01 F 536,000.00 ZZ 180 532,063.85 1 5.2500 4308.78 80 5.0000 4308.78 SAN JOSE CA 95112 1 11/05/04 00 0438768129 05 01/01/05 0.0000 714100094 O 12/01/19 0 9578158 956/G01 F 438,000.00 ZZ 180 433,114.28 1 5.1250 3492.26 64 4.8750 3492.26 SANTA CLARA CA 95051 2 11/01/04 00 0438768137 05 12/01/04 0.0000 714100119 O 11/01/19 0 9578160 956/G01 F 200,000.00 ZZ 180 197,814.95 1 5.3750 1620.93 36 5.1250 1620.93 SAN JOSE CA 95123 1 11/01/04 00 0438768145 05 12/01/04 0.0000 714100127 O 11/01/19 0 9578162 956/G01 F 456,000.00 ZZ 180 452,616.86 1 5.2500 3665.68 80 5.0000 3665.68 MOUNTAIN VIEW CA 94043 2 11/08/04 00 0438768152 09 01/01/05 0.0000 714100146 O 12/01/19 0 9578164 956/G01 F 525,000.00 ZZ 180 521,104.22 1 5.1250 4185.93 51 4.8750 4185.93 MOUNTAIN VIEW CA 94040 2 11/22/04 00 0438768160 05 01/01/05 0.0000 714110103 O 12/01/19 0 9578166 956/G01 F 445,000.00 ZZ 180 437,972.05 1 5.0000 3519.03 69 4.7500 3519.03 WEST BLOOMFIELMI 48324 2 10/26/04 00 0438768178 05 12/01/04 0.0000 914090069 O 11/01/19 0 9578168 956/G01 F 412,000.00 ZZ 180 407,935.77 1 5.0000 3258.07 72 4.7500 3258.07 SCIO TOWNSHIP MI 48103 2 11/04/04 00 0438768186 05 01/01/05 0.0000 914100106 O 12/01/19 0 9578170 956/G01 F 995,000.00 ZZ 180 987,616.55 1 5.1250 7933.34 70 4.8750 7933.34 FRANKLIN LAKESNJ 07417 2 11/17/04 00 0438768194 05 01/01/05 0.0000 914110011 O 12/01/19 0 9578172 956/G01 F 406,500.00 ZZ 180 403,514.84 1 5.2500 3267.76 42 5.0000 3267.76 SAN JUAN CAPISCA 92675 5 11/11/04 00 0438768202 03 01/01/05 0.0000 1114100773 O 12/01/19 0 9578174 956/G01 F 450,000.00 ZZ 180 445,083.66 1 5.3750 3647.09 60 5.1250 3647.09 SAN MARCOS CA 92069 1 11/03/04 00 0438768210 03 12/01/04 0.0000 1514090093 O 11/01/19 0 9578176 956/G01 F 703,000.00 ZZ 180 697,728.82 1 5.0000 5559.28 70 4.7500 5559.28 DALLAS TX 75225 2 11/19/04 00 0438768228 05 01/01/05 0.0000 1614110040 O 12/01/19 0 9578178 956/G01 F 480,000.00 ZZ 180 476,400.90 1 5.0000 3795.81 64 4.7500 3795.81 PORTLAND OR 97229 2 11/18/04 00 0438768236 03 01/01/05 0.0000 1714110024 O 12/01/19 0 9578180 956/G01 F 375,000.00 ZZ 180 372,303.21 1 5.5000 3064.06 75 5.2500 3064.06 RIDGEFIELD WA 98642 5 11/24/04 00 0438768244 05 01/01/05 0.0000 1714110047 O 12/01/19 0 9578184 956/G01 F 371,000.00 ZZ 180 368,218.20 1 5.0000 2933.84 39 4.7500 2933.84 PLAYA DEL REY CA 90293 2 11/17/04 00 0438768269 05 01/01/05 0.0000 1814090497 O 12/01/19 0 9578186 956/G01 F 462,000.00 ZZ 180 456,792.96 1 5.0000 3653.47 48 4.7500 3653.47 SANDY UT 84092 2 10/28/04 00 0438768277 03 12/01/04 0.0000 2214100086 O 11/01/19 0 9578188 956/G01 F 940,000.00 ZZ 180 932,878.26 1 4.8750 7372.40 74 4.6250 7372.40 SALT LAKE CITYUT 84103 2 11/12/04 00 0438768285 05 01/01/05 0.0000 2214100189 O 12/01/19 0 9578190 956/G01 F 370,000.00 ZZ 180 362,619.82 1 5.1250 2950.09 57 4.8750 2950.09 LONGMONT CO 80504 2 10/29/04 00 0438768293 03 12/01/04 0.0000 2414100037 O 11/01/19 0 9578192 956/G01 F 523,100.00 ZZ 180 519,177.73 1 5.0000 4136.64 69 4.7500 4136.64 BROOMFIELD CO 80021 2 11/05/04 00 0438768301 03 01/01/05 0.0000 2414110004 O 12/01/19 0 9578194 956/G01 F 450,000.00 ZZ 180 444,815.59 1 5.1250 3587.94 80 4.8750 3587.94 GRAFTON MA 01536 1 10/28/04 00 0438768319 05 12/01/04 0.0000 2814090033 O 11/01/19 0 9578196 956/G01 F 623,000.00 ZZ 180 618,424.95 1 5.2500 5008.16 45 5.0000 5008.16 LOS ANGELES CA 90025 2 11/04/04 00 0438768327 05 01/01/05 0.0000 2914100013 O 12/01/19 0 9578198 956/G01 F 1,950,000.00 ZZ 180 1,935,529.81 1 5.1250 15547.80 49 4.8750 15547.80 NEW CANAAN CT 06840 2 11/18/04 00 0438768335 05 01/01/05 0.0000 3414100074 O 12/01/19 0 9578200 956/G01 F 670,000.00 ZZ 180 662,393.50 1 5.0000 5298.32 46 4.7500 5298.32 BRYN MAWR PA 19010 2 10/27/04 00 0438768343 05 12/01/04 0.0000 3814100024 O 11/01/19 0 9578202 956/G01 F 700,000.00 ZZ 180 694,805.61 1 5.1250 5581.24 80 4.8750 5581.24 BAY VILLAGE OH 44140 2 11/16/04 00 0438768350 05 01/01/05 0.0000 3814110012 O 12/01/19 0 9578204 956/G01 F 350,000.00 ZZ 180 347,056.07 1 5.2500 2813.57 69 5.0000 2813.57 HUNTERSVILLE NC 28078 5 11/05/04 00 0438768368 05 01/01/05 0.0000 3914100071 O 12/01/19 0 9578206 956/G01 F 550,000.00 ZZ 180 545,674.14 1 5.0000 4349.36 40 4.7500 4349.36 NORTH PALM BEAFL 33408 5 11/19/04 00 0438768384 05 01/01/05 0.0000 4214110003 O 12/01/19 0 9578208 956/G01 F 546,000.00 ZZ 180 539,206.55 1 5.3750 4425.14 71 5.1250 4425.14 DULUTH GA 30097 2 10/29/04 00 0438768392 03 12/01/04 0.0000 4614090106 O 11/01/19 0 9578210 956/G01 F 62,000.00 ZZ 180 61,535.12 1 5.0000 490.29 16 4.7500 490.29 INDIAN SPRINGSAL 35124 2 11/09/04 00 0438768400 05 01/01/05 0.0000 4614100100 O 12/01/19 0 9578212 956/G01 F 480,000.00 ZZ 180 476,475.09 1 5.2500 3858.61 57 5.0000 3858.61 LISLE IL 60532 5 11/03/04 00 0438768418 05 01/01/05 0.0000 4714100040 O 12/01/19 0 9578214 956/G01 F 369,000.00 ZZ 180 366,233.19 1 5.0000 2918.03 75 4.7500 2918.03 SAINT CHARLES IL 60175 5 11/17/04 00 0438768426 05 01/01/05 0.0000 4714110014 O 12/01/19 0 9578216 956/G01 F 370,000.00 ZZ 180 367,196.77 1 4.8750 2901.90 68 4.6250 2901.90 MATTHEWS NC 28104 2 11/12/04 00 0438768434 05 01/01/05 0.0000 5414110019 O 12/01/19 0 9578220 956/G01 F 413,000.00 ZZ 180 409,903.27 1 5.0000 3265.98 48 4.7500 3265.98 MILPITAS CA 95035 2 11/10/04 00 0438768442 05 01/01/05 0.0000 7714100023 O 12/01/19 0 9599756 696/G01 F 800,000.00 ZZ 180 797,130.00 1 5.5000 6536.67 68 5.2500 6536.67 HIGHLAND MD 20777 1 12/20/04 00 0438791683 03 02/01/05 0.0000 31204196 O 01/01/20 0 9599762 696/G01 F 500,000.00 ZZ 180 498,168.11 1 5.2500 4019.39 42 5.0000 4019.39 FALLS CHURCH VA 22044 2 12/20/04 00 0438789877 05 02/01/05 0.0000 50104247 O 01/01/20 0 9600686 E23/G01 F 125,000.00 ZZ 180 124,560.95 1 5.7500 1038.01 52 5.5000 1038.01 STOCKTON CA 95207 1 12/15/04 00 0438793564 05 02/01/05 0.0000 82000430 O 01/01/20 0 9607632 956/956 F 688,000.00 ZZ 180 685,479.32 1 5.2500 5530.68 69 5.0000 5530.68 SCOTTSDALE AZ 85259 2 12/02/04 00 414110095 05 02/01/05 0.0000 414110095 O 01/01/20 0 9607634 956/956 F 570,000.00 ZZ 180 567,845.13 1 4.8750 4470.50 64 4.6250 4470.50 PHOENIX AZ 85028 2 12/22/04 00 414120025 05 02/01/05 0.0000 414120025 O 01/01/20 0 9607636 956/956 F 384,700.00 ZZ 180 383,305.28 1 5.3750 3117.86 43 5.1250 3117.86 LOS ANGELES CA 90039 5 12/13/04 00 514110043 05 02/01/05 0.0000 514110043 O 01/01/20 0 9607638 956/956 F 650,000.00 ZZ 180 647,568.17 1 5.0000 5140.16 61 4.7500 5140.16 CERRITOS CA 90703 1 12/13/04 00 614110093 05 02/01/05 0.0000 614110093 O 01/01/20 0 9607642 956/956 F 420,000.00 ZZ 180 418,445.00 1 5.1250 3348.75 60 4.8750 3348.75 SAN JOSE CA 95132 5 12/09/04 00 714110113 05 02/01/05 0.0000 714110113 O 01/01/20 0 9607646 956/956 F 532,000.00 ZZ 180 530,009.65 1 5.0000 4207.02 68 4.7500 4207.02 WESTFIELD NJ 07090 2 12/08/04 00 914110106 05 02/01/05 0.0000 914110106 O 01/01/20 0 9607648 956/956 F 341,900.00 ZZ 180 340,620.86 1 5.0000 2703.72 56 4.7500 2703.72 BLOOMFILED HILMI 48302 2 12/14/04 00 914110113 05 02/01/05 0.0000 914110113 O 01/01/20 0 9607662 956/956 F 365,000.00 ZZ 180 363,662.73 1 5.2500 2934.15 49 5.0000 2934.15 PRESCOTT AZ 86303 2 11/29/04 00 1114100724 05 02/01/05 0.0000 1114100724 O 01/01/20 0 9607674 956/956 F 480,000.00 ZZ 180 478,204.19 1 5.0000 3795.81 58 4.7500 3795.81 FALL CITY WA 98024 2 12/14/04 00 1314110078 03 02/01/05 0.0000 1314110078 O 01/01/20 0 9607676 956/956 F 350,000.00 ZZ 180 347,375.65 1 5.0000 2767.78 79 4.7500 2767.78 NATIONAL CITY CA 91950 5 11/24/04 00 1514110043 01 01/01/05 0.0000 1514110043 O 12/01/19 0 9607678 956/956 F 385,000.00 ZZ 180 383,588.06 1 5.3750 3120.29 70 5.1250 3120.29 ALPINE CA 91901 5 12/15/04 00 1514110087 03 02/01/05 0.0000 1514110087 O 01/01/20 0 9607680 956/956 F 440,000.00 ZZ 180 438,387.94 1 5.2500 3537.06 74 5.0000 3537.06 EL CAJON CA 92019 2 12/13/04 00 1514110093 05 02/01/05 0.0000 1514110093 O 01/01/20 0 9607684 956/956 F 541,000.00 ZZ 180 538,975.98 1 5.0000 4278.19 69 4.7500 4278.19 IRVING TX 75038 1 12/29/04 00 1614120044 03 02/01/05 0.0000 1614120044 O 01/01/20 0 9607686 956/956 F 599,950.00 ZZ 180 597,774.89 1 5.3750 4862.39 75 5.1250 4862.39 MILWAUKIE OR 97267 2 12/06/04 00 1714100080 05 02/01/05 0.0000 1714100080 O 01/01/20 0 9607688 956/956 F 482,700.00 ZZ 180 478,924.84 1 5.1250 3848.67 54 4.8750 3848.67 SAN CARLOS CA 94070 2 12/02/04 00 1814100407 05 01/01/05 0.0000 1814100407 O 12/01/19 0 9607690 956/956 F 432,850.00 ZZ 180 431,247.43 1 5.1250 3451.20 76 4.8750 3451.20 GERMANTOWN MD 20874 2 12/22/04 00 1814100447 03 02/01/05 0.0000 1814100447 O 01/01/20 0 9607692 956/956 F 395,000.00 ZZ 180 393,537.56 1 5.1250 3149.42 71 4.8750 3149.42 WARRENTON VA 20187 5 12/22/04 00 1814110132 05 02/01/05 0.0000 1814110132 O 01/01/20 0 9607694 956/956 F 702,000.00 ZZ 180 696,510.90 1 5.1250 5597.19 75 4.8750 5597.19 VISTA CA 92081 1 11/29/04 00 1914110019 03 01/01/05 0.0000 1914110019 O 12/01/19 0 9607698 956/956 F 467,000.00 ZZ 180 465,234.52 1 4.8750 3662.67 67 4.6250 3662.67 HIGHLAND PARK IL 60035 2 12/14/04 00 2314110036 05 02/01/05 0.0000 2314110036 O 01/01/20 0 9607702 956/956 F 453,000.00 ZZ 180 424,022.83 1 5.1250 3611.86 76 4.8750 3611.86 BOULDER CO 80303 2 12/15/04 00 2414110088 03 02/01/05 0.0000 2414110088 O 01/01/20 0 9607704 956/956 F 408,000.00 ZZ 180 406,060.32 1 5.1250 3253.07 74 4.8750 3253.07 BOULDER CO 80303 2 12/16/04 00 2414110089 05 02/01/05 0.0000 2414110089 O 01/01/20 0 9607706 956/956 F 392,000.00 ZZ 180 390,563.80 1 5.2500 3151.20 78 5.0000 3151.20 BOULDER CO 80303 2 12/13/04 00 2414110118 05 02/01/05 0.0000 2414110118 O 01/01/20 0 9607714 956/956 F 500,000.00 ZZ 180 498,168.11 1 5.2500 4019.39 67 5.0000 4019.39 NORWALK CT 06854 5 12/15/04 00 3414110072 05 02/01/05 0.0000 3414110072 O 01/01/20 0 9607716 956/956 F 461,000.00 ZZ 180 459,293.20 1 5.1250 3675.65 70 4.8750 3675.65 BETHANY CT 06524 1 12/17/04 00 3414120039 05 02/01/05 0.0000 3414120039 O 01/01/20 0 9607718 956/956 F 435,000.00 ZZ 180 433,389.47 1 5.1250 3468.34 64 4.8750 3468.34 RENO NV 89511 2 12/20/04 00 3714120019 05 02/01/05 0.0000 3714120019 O 01/01/20 0 9607720 956/956 F 525,000.00 ZZ 180 523,116.56 1 5.5000 4289.69 53 5.2500 4289.69 ASTON PA 19014 5 12/15/04 00 3814120016 05 02/01/05 0.0000 3814120016 O 01/01/20 0 9607722 956/956 F 400,000.00 ZZ 180 361,534.49 1 5.2500 3215.51 29 5.0000 3215.51 CARY NC 27511 5 12/13/04 00 3914110095 03 02/01/05 0.0000 3914110095 O 01/01/20 0 9607726 956/956 F 450,000.00 ZZ 180 448,333.94 1 5.1250 3587.94 58 4.8750 3587.94 ELLICOTT CITY MD 21042 2 12/14/04 00 4414110097 03 02/01/05 0.0000 4414110097 O 01/01/20 0 9607728 956/956 F 226,000.00 ZZ 180 225,168.94 1 5.3750 1831.65 70 5.1250 1831.65 SPRINGFIELD VA 22152 5 12/20/04 00 4414120004 09 02/01/05 0.0000 4414120004 O 01/01/20 0 9607730 956/956 F 697,000.00 ZZ 180 694,365.01 1 4.8750 5466.55 76 4.6250 5466.55 NASHVILLE TN 37215 2 12/08/04 00 4614110074 03 02/01/05 0.0000 4614110074 O 01/01/20 0 9607732 956/956 F 522,000.00 ZZ 180 520,026.60 1 4.8750 4094.03 46 4.6250 4094.03 MARIETTA GA 30067 2 12/07/04 00 4614110120 05 02/01/05 0.0000 4614110120 O 01/01/20 0 9607734 956/956 F 812,500.00 ZZ 180 809,428.36 1 4.8750 6372.42 65 4.6250 6372.42 ATLANTA GA 30319 1 12/28/04 00 4614120007 05 02/01/05 0.0000 4614120007 O 01/01/20 0 9607736 956/956 F 815,000.00 ZZ 180 812,014.03 1 5.2500 6551.60 55 5.0000 6551.60 NORTHFIELD IL 60093 5 12/07/04 00 4714110015 05 02/01/05 0.0000 4714110015 O 01/01/20 0 9607740 956/956 F 411,000.00 ZZ 180 409,462.34 1 5.0000 3250.16 76 4.7500 3250.16 AURORA IL 60506 1 12/30/04 00 4714120043 03 02/01/05 0.0000 4714120043 O 01/01/20 0 9607742 956/956 F 400,000.00 ZZ 180 398,534.49 1 5.2500 3215.51 70 5.0000 3215.51 ZIONSVILLE IN 46077 2 12/06/04 00 4914100094 05 02/01/05 0.0000 4914100094 O 01/01/20 0 9607744 956/956 F 400,000.00 ZZ 180 398,487.81 1 4.8750 3137.19 62 4.6250 3137.19 CHAPEL HILL NC 27514 1 12/06/04 00 5414110110 05 02/01/05 0.0000 5414110110 O 01/01/20 0 9607746 956/956 F 414,000.00 ZZ 180 412,451.11 1 5.0000 3273.89 79 4.7500 3273.89 VANCOUVER WA 98665 2 12/21/04 00 5414120032 05 02/01/05 0.0000 5414120032 O 01/01/20 0 9607750 956/956 F 470,000.00 ZZ 180 468,259.88 1 5.1250 3747.41 43 4.8750 3747.41 FALLS CHURCH VA 22044 5 12/07/04 00 6714120001 05 02/01/05 0.0000 6714120001 O 01/01/20 0 9607752 956/956 F 405,000.00 ZZ 180 403,484.79 1 5.0000 3202.71 66 4.7500 3202.71 COOPERSBURG PA 18036 5 12/03/04 00 7814110012 05 02/01/05 0.0000 7814110012 O 01/01/20 0 9610000 956/956 F 639,000.00 ZZ 180 636,609.33 1 5.0000 5053.17 71 4.7500 5053.17 MERCED CA 95340 2 12/13/04 00 1114110347 05 02/01/05 0.0000 1114110347 O 01/01/20 0 9610002 956/956 F 355,450.00 ZZ 180 354,133.99 1 5.1250 2834.08 60 4.8750 2834.08 SAN FRANCISCO CA 94110 5 12/08/04 00 1114120114 05 02/01/05 0.0000 1114120114 O 01/01/20 0 9611275 E22/G01 F 400,000.00 ZZ 180 395,584.21 1 5.2500 3215.51 73 5.0000 3215.51 ATLANTA GA 30327 1 10/08/04 00 0422072686 03 12/01/04 0.0000 0422072686 O 11/01/19 0 9612826 F28/G01 F 410,000.00 ZZ 180 403,889.12 1 5.1250 3269.01 69 4.8750 3269.01 TOWNSHIP OF EANJ 08816 2 09/28/04 00 0438851727 05 11/01/04 0.0000 2112055 O 10/01/19 0 9612830 F28/G01 F 611,250.00 T 180 606,900.15 1 5.6250 5035.07 75 5.3750 5035.07 DENNIS PORT MA 02639 1 11/22/04 00 0438854358 05 01/01/05 0.0000 2150509 O 12/01/19 0 9612832 F28/G01 F 450,000.00 ZZ 180 444,373.09 1 5.3750 3647.09 70 5.1250 3647.09 FRANKFORT IL 60423 1 10/06/04 00 0438853152 05 12/01/04 0.0000 2236294 O 11/01/19 0 9612834 F28/G01 F 400,000.00 ZZ 180 398,487.81 1 4.8750 3137.19 59 4.6250 3137.19 PITTSBURGH PA 15205 1 12/02/04 00 0438846933 05 02/01/05 0.0000 2262173 O 01/01/20 0 9612838 F28/G01 F 987,000.00 ZZ 180 983,345.75 1 5.1250 7869.56 64 4.8750 7869.56 BELLEVUE WA 98004 2 12/02/04 00 0438853442 05 02/01/05 0.0000 2316799 O 01/01/20 0 9612840 F28/G01 F 550,000.00 ZZ 180 543,991.11 1 5.3750 4457.56 46 5.1250 4457.56 HIGHLAND PARK IL 60035 5 10/15/04 00 0438853061 05 12/01/04 0.0000 2341538 O 11/01/19 0 9612842 F28/G01 F 435,000.00 ZZ 180 433,439.43 1 5.5000 3554.32 48 5.2500 3554.32 VALENCIA CA 91355 5 12/01/04 00 0438847162 03 02/01/05 0.0000 2411457 O 01/01/20 0 9612844 F28/G01 F 425,000.00 ZZ 180 421,344.11 1 5.1250 3388.62 63 4.8750 3388.62 VISTA CA 92084 5 11/09/04 00 0438847683 05 01/01/05 0.0000 2456247 O 12/01/19 0 9612846 F28/G01 F 700,000.00 ZZ 180 694,859.48 1 5.2500 5627.15 80 5.0000 5627.15 TOWNSHIP OF N PA 18974 1 12/03/04 00 0438854374 03 02/01/05 0.0000 2485048 O 01/01/20 0 9612848 F28/G01 F 649,000.00 ZZ 180 621,819.90 1 5.3750 5259.93 54 5.1250 5259.93 LONG BEACH CA 90803 1 10/27/04 00 0438851404 05 12/01/04 0.0000 2494642 O 11/01/19 0 9612850 F28/G01 F 430,000.00 ZZ 180 426,939.99 1 5.6250 3542.05 68 5.3750 3542.05 NAPERVILLE IL 60564 5 11/12/04 00 0438850612 03 01/01/05 0.0000 2526934 O 12/01/19 0 9612852 F28/G01 F 367,000.00 ZZ 180 364,360.73 1 5.5000 2998.70 67 5.2500 2998.70 TUCSON AZ 85718 2 11/17/04 00 0438850992 03 01/01/05 0.0000 2581061 O 12/01/19 0 9612854 F28/G01 F 400,000.00 T 180 397,031.76 1 5.1250 3189.29 80 4.8750 3189.29 CAMANO ISLAND WA 98282 1 11/29/04 00 0438854366 05 01/01/05 0.0000 2610413 O 12/01/19 0 9612856 F28/G01 F 570,000.00 ZZ 180 565,858.05 1 5.5000 4657.38 74 5.2500 4657.38 NORCO CA 92860 5 11/08/04 00 0438852980 05 01/01/05 0.0000 2617022 O 12/01/19 0 9612858 F28/G01 F 550,000.00 ZZ 180 547,942.30 1 5.0000 4349.37 41 4.7500 4349.37 LAGONA HILLS CA 92653 5 12/13/04 00 0438848780 05 02/01/05 0.0000 2639358 O 01/01/20 0 9612860 F28/G01 F 375,000.00 ZZ 180 373,626.08 1 5.2500 3014.55 64 5.0000 3014.55 WEBSTER GROVESMO 63119 2 12/10/04 00 0438852436 05 02/01/05 0.0000 3079618 O 01/01/20 0 9612862 F28/G01 F 1,500,000.00 ZZ 180 1,494,561.77 1 5.3750 12156.98 66 5.1250 12156.98 BEVERLY HILLS CA 90210 1 12/15/04 00 0438853855 05 02/01/05 0.0000 3576219 O 01/01/20 0 9612864 F28/G01 F 535,000.00 ZZ 180 533,100.84 1 5.6250 4406.97 67 5.3750 4406.97 WARRENTON VA 20187 5 12/22/04 00 0438853350 03 02/01/05 0.0000 4320043 O 01/01/20 0 9612878 F28/G01 F 980,000.00 ZZ 180 976,409.49 1 5.2500 7878.01 70 5.0000 7878.01 MIAMI FL 33143 1 12/07/04 00 0438853202 05 02/01/05 0.0000 2579842 O 01/01/20 0 9614411 E82/G01 F 162,500.00 ZZ 180 160,340.31 1 5.5000 1327.76 50 5.2500 1327.76 EAGLE CO 81631 2 10/06/04 00 0401030747 05 12/01/04 0.0000 0401030747 O 11/01/19 0 9616917 696/G01 F 387,000.00 ZZ 180 381,291.13 1 5.2500 3111.01 43 5.0000 3111.01 BETHESDA MD 20816 2 09/30/04 00 0438493157 05 11/01/04 0.0000 32704171 O 10/01/19 0 9622587 E82/G01 F 350,700.00 ZZ 180 346,061.85 1 5.2500 2819.20 61 5.0000 2819.20 SUCHES GA 30572 2 10/13/04 00 0401030903 05 12/01/04 0.0000 0401030903 O 11/01/19 0 9624923 E22/G01 F 350,000.00 ZZ 180 346,215.84 1 5.5000 2859.79 76 5.2500 2859.79 HOUSTON TX 77069 2 10/13/04 00 0422275982 03 12/01/04 0.0000 0422275982 O 11/01/19 0 9629785 E82/G01 F 237,850.00 ZZ 180 235,278.40 1 5.5000 1943.43 87 5.2500 1943.43 ROCHESTER MN 55901 2 10/15/04 04 0401030390 05 12/01/04 12.0000 0401030390 O 11/01/19 0 9632709 Y21/G01 F 708,500.00 ZZ 180 700,431.90 1 4.8750 5556.75 55 4.6250 5556.75 WEST HARTFORD CT 06117 2 10/07/04 00 0438563306 05 12/01/04 0.0000 204694418 O 11/01/19 0 9639279 E22/G01 F 310,000.00 ZZ 180 306,717.77 1 5.7500 2574.27 50 5.5000 2574.27 BERKELEY HEIGHNJ 07922 5 10/18/04 00 0422172940 05 12/01/04 0.0000 0422172940 O 11/01/19 0 9643337 116/116 F 608,000.00 ZZ 180 601,147.44 1 5.0000 4808.03 80 4.7500 4808.03 HOUSTON TX 77094 1 10/05/04 00 1000002121 03 12/01/04 0.0000 1000002121 O 11/01/19 0 9643565 E82/G01 F 342,900.00 ZZ 180 339,114.55 1 5.2500 2756.50 73 5.0000 2756.50 CONCORD NC 28025 2 10/22/04 00 0401031240 05 12/01/04 0.0000 0401031240 O 11/01/19 0 9653749 E22/G01 F 352,700.00 ZZ 180 348,181.46 1 5.0000 2789.13 68 4.7500 2789.13 GIG HARBOR WA 98332 2 10/25/04 00 0422375733 05 12/01/04 0.0000 0422375733 O 11/01/19 0 9655577 E22/G01 F 261,000.00 ZZ 120 255,903.12 1 4.8750 2752.39 77 4.6250 2752.39 GALLUP NM 87301 2 10/28/04 00 0422229120 05 12/01/04 0.0000 0422229120 O 11/01/14 0 9657009 E82/G01 F 350,400.00 ZZ 180 347,826.80 1 5.2500 2816.79 80 5.0000 2816.79 EDMOND OK 73003 2 10/27/04 00 0401032602 03 01/01/05 0.0000 0401032602 O 12/01/19 0 9657015 E82/G01 F 340,000.00 ZZ 180 337,503.19 1 5.2500 2733.18 68 5.0000 2733.18 HILLSDALE NJ 07642 2 11/01/04 00 0401031331 05 01/01/05 0.0000 0401031331 O 12/01/19 0 9659945 196/G01 F 376,000.00 ZZ 180 371,934.70 1 5.5000 3072.24 76 5.2500 3072.24 MONROE CENTER IL 61052 5 10/07/04 00 0438605289 05 12/01/04 0.0000 2325596 O 11/01/19 0 9664305 225/G01 F 458,000.00 S 180 450,937.94 1 5.3750 3711.94 80 5.1250 3711.94 LEESBURG IN 46538 1 09/24/04 00 0438599508 05 11/01/04 0.0000 007554894 N 10/01/19 0 9664307 225/G01 F 550,000.00 ZZ 180 538,269.21 1 5.7500 4567.26 57 5.5000 4567.26 TEMPLETON CA 93465 2 07/14/04 00 0438599649 05 09/01/04 0.0000 007551443 O 08/01/19 0 9664309 225/G01 F 568,000.00 ZZ 180 561,729.56 1 5.2500 4566.03 65 5.0000 4566.03 SAN DIEGO CA 92117 5 10/08/04 00 0438599730 05 12/01/04 0.0000 007555243 O 11/01/19 0 9664311 225/G01 F 414,000.00 ZZ 180 399,394.60 1 4.6250 3193.59 56 4.3750 3193.59 LAGRANGE HIGHLIL 60525 2 04/12/04 00 0438599862 05 06/01/04 0.0000 007533275 O 05/01/19 0 9664315 225/G01 F 529,900.00 ZZ 180 522,163.62 1 5.3750 4294.66 70 5.1250 4294.66 PLANO TX 75093 1 09/10/04 00 0438603847 03 11/01/04 0.0000 007553382 O 10/01/19 0 9664317 225/G01 F 762,000.00 ZZ 180 747,918.33 1 5.2500 6125.55 80 5.0000 6125.55 COLORADO SPRINCO 80904 1 09/03/04 00 0438604001 05 10/01/04 0.0000 007551399 O 09/01/19 0 9664319 225/G01 F 640,000.00 ZZ 180 633,007.83 1 5.3750 5186.98 19 5.1250 5186.98 MALIBU CA 90265 2 10/07/04 00 0438604258 03 12/01/04 0.0000 007554310 O 11/01/19 0 9664321 225/G01 F 435,000.00 S 180 428,649.12 1 5.3750 3525.53 38 5.1250 3525.53 MAMMOTH LAKES CA 93546 2 09/23/04 00 0438605156 05 11/01/04 0.0000 007553273 N 10/01/19 0 9664323 225/G01 F 400,000.00 ZZ 180 395,629.88 1 5.3750 3241.87 45 5.1250 3241.87 POWAY CA 92064 5 10/04/04 00 0438605271 05 12/01/04 0.0000 007553653 O 11/01/19 0 9664325 225/G01 F 530,000.00 ZZ 180 522,342.02 1 5.5000 4330.55 34 5.2500 4330.55 AGOURA HILLS CA 92624 2 09/07/04 00 0438605347 05 11/01/04 0.0000 007553360 O 10/01/19 0 9664327 225/G01 F 418,500.00 S 180 411,457.53 1 6.3750 3616.89 79 6.1250 3616.89 DILLON CO 80435 2 08/20/04 00 0438605438 05 10/01/04 0.0000 007546605 N 09/01/19 0 9664329 225/G01 F 424,000.00 ZZ 180 419,367.67 1 5.3750 3436.38 80 5.1250 3436.38 SALT LAKE CITYUT 84103 1 10/06/04 00 0438609042 05 12/01/04 0.0000 007553407 O 11/01/19 0 9664331 225/G01 F 545,000.00 ZZ 180 537,287.66 1 5.7500 4525.74 55 5.5000 4525.74 CAMARILLO CA 93010 2 09/17/04 00 0438605644 05 11/01/04 0.0000 007552948 O 10/01/19 0 9664333 225/G01 F 390,900.00 ZZ 180 385,133.61 1 5.2500 3142.36 59 5.0000 3142.36 TOWSON MD 21204 5 09/23/04 00 0438609190 05 11/01/04 0.0000 007555069 O 10/01/19 0 9664335 225/G01 F 385,000.00 ZZ 180 379,548.89 1 5.7500 3197.08 55 5.5000 3197.08 IRVINE CA 92606 5 09/27/04 00 0438609299 03 11/01/04 0.0000 007554809 O 10/01/19 0 9667247 E11/G01 F 80,000.00 ZZ 180 79,125.98 1 5.3750 648.37 25 5.1250 648.37 SAVAGE MN 55378 1 11/05/04 00 0438610800 09 12/01/04 0.0000 0010001074689 O 11/01/19 0 9667793 253/253 F 333,700.00 ZZ 180 329,977.70 1 5.1250 2660.66 29 4.8750 2660.66 MESA AZ 85215 4 10/21/04 00 475795 03 12/01/04 0.0000 475795 O 11/01/19 0 9667921 E82/G01 F 382,500.00 ZZ 180 379,720.29 1 5.3750 3100.03 81 5.1250 3100.03 CORINTH MS 38834 2 11/08/04 04 0401032347 05 01/01/05 6.0000 0401032347 O 12/01/19 0 9671201 E82/G01 F 325,000.00 ZZ 180 322,638.16 1 5.3750 2634.01 53 5.1250 2634.01 ALBUQUERQUE NM 87107 2 11/11/04 00 0401024179 03 01/01/05 0.0000 0401024179 O 12/01/19 0 9678707 E22/G01 F 900,000.00 TX 180 893,251.69 1 5.0000 7117.14 50 4.7500 7117.14 HOUSTON TX 77056 5 11/10/04 00 0422437475 03 01/01/05 0.0000 0422437475 O 12/01/19 0 9692613 E22/G01 F 150,000.00 ZZ 180 148,872.28 4 5.6250 1235.60 75 5.3750 1235.60 SAINT PETERSBUFL 33701 1 11/22/04 00 0422487843 05 01/01/05 0.0000 0422487843 O 12/01/19 0 9694525 975/G01 F 400,000.00 ZZ 180 397,093.12 1 5.3750 3241.86 49 5.1250 3241.86 SAN MARINO CA 91108 2 11/02/04 00 0438672347 05 01/01/05 0.0000 2044748 O 12/01/19 0 9695507 313/G01 F 605,000.00 ZZ 180 597,511.91 1 5.5000 4943.36 63 5.2500 4943.36 DULUTH GA 30097 5 10/29/04 00 0438661191 03 12/01/04 0.0000 10417657 O 11/01/19 0 9697331 168/G01 F 510,000.00 ZZ 180 504,485.91 1 5.5000 4167.13 77 5.2500 4167.13 GROSSE POINTE MI 48230 5 10/18/04 00 0438668535 05 12/01/04 0.0000 0529908883 O 11/01/19 0 9697351 168/G01 F 447,000.00 ZZ 180 440,406.07 1 5.2500 3593.33 66 5.0000 3593.33 TUCSON AZ 85718 5 09/09/04 00 0438668600 03 11/01/04 0.0000 0529866625 O 10/01/19 0 9697355 168/G01 F 600,000.00 ZZ 180 593,096.75 1 4.7500 4667.00 64 4.5000 4667.00 MARIETTA GA 30062 1 10/29/04 00 0438670275 03 12/01/04 0.0000 0529951339 O 11/01/19 0 9697387 168/G01 F 439,920.00 ZZ 180 434,993.64 1 5.3750 3565.40 80 5.1250 3565.40 PHOENIX AZ 85054 1 10/01/04 00 0438667974 03 12/01/04 0.0000 0529983648 O 11/01/19 0 9697441 286/286 F 650,000.00 ZZ 180 645,226.66 1 5.2500 5225.21 41 5.0000 5225.21 CLAREMONT CA 91711 1 11/08/04 00 3715468 05 01/01/05 0.0000 3715468 O 12/01/19 0 9697445 286/286 F 637,000.00 ZZ 180 629,967.82 1 5.2500 5120.71 52 5.0000 5120.71 WINNETKA IL 60093 2 10/20/04 00 3643122 05 12/01/04 0.0000 3643122 O 11/01/19 0 9697449 286/286 F 500,000.00 ZZ 180 496,163.56 1 5.2500 4019.39 67 5.0000 4019.39 ROANOKE VA 24014 5 11/08/04 00 3665563 05 01/01/05 0.0000 3665563 O 12/01/19 0 9697453 286/286 F 660,000.00 ZZ 180 654,887.94 1 5.2500 5305.60 60 5.0000 5305.60 BETHESDA MD 20814 5 11/03/04 00 3638174 05 01/01/05 0.0000 3638174 O 12/01/19 0 9697461 286/286 F 390,400.00 ZZ 180 387,533.06 1 5.2500 3138.34 80 5.0000 3138.34 KNOXVILLE TN 37922 1 11/09/04 00 3672118 05 01/01/05 0.0000 3672118 O 12/01/19 0 9697465 286/286 F 540,000.00 ZZ 180 532,358.41 1 5.7500 4484.22 71 5.5000 4484.22 BIRMINGHAM AL 35216 1 09/15/04 00 3687962 05 11/01/04 0.0000 3687962 O 10/01/19 0 9697469 286/286 F 649,000.00 ZZ 180 644,234.01 1 5.2500 5217.17 41 5.0000 5217.17 WADSWORTH IL 60083 2 11/05/04 00 3623544 05 01/01/05 0.0000 3623544 O 12/01/19 0 9697473 286/286 F 434,000.00 ZZ 180 430,745.80 1 5.0000 3432.05 80 4.7500 3432.05 MARTINSBURG WV 25401 1 11/15/04 00 3651363 05 01/01/05 0.0000 3651363 O 12/01/19 0 9697477 286/286 F 531,500.00 ZZ 180 525,753.46 1 5.5000 4342.80 65 5.2500 4342.80 SPRINGFIELD IL 62711 2 11/05/04 00 3668845 05 12/01/04 0.0000 3668845 O 11/01/19 0 9697485 286/286 F 460,700.00 ZZ 180 455,614.12 1 5.2500 3703.46 85 5.0000 3703.46 MARTINEZ GA 30907 1 10/22/04 21 3634665 05 12/01/04 25.0000 3634665 O 11/01/19 0 9697489 286/286 F 640,000.00 ZZ 180 633,223.75 1 5.7500 5314.63 54 5.5000 5314.63 EDMONDS WA 98026 2 10/25/04 00 3592692 05 12/01/04 0.0000 3592692 O 11/01/19 0 9697493 286/286 F 365,000.00 ZZ 180 360,970.57 1 5.2500 2934.16 69 5.0000 2934.16 WARWICK RI 02818 2 10/26/04 00 3636129 05 12/01/04 0.0000 3636129 O 11/01/19 0 9697497 286/286 F 384,950.00 ZZ 156 379,749.94 1 5.2500 3409.95 56 5.0000 3409.95 YORK PA 17404 2 10/25/04 00 3639052 05 12/01/04 0.0000 3639052 O 11/01/17 0 9697499 286/286 F 433,000.00 ZZ 180 428,119.81 1 5.0000 3424.14 75 4.7500 3424.14 ATLANTA GA 30342 2 11/01/04 00 3322721 05 12/01/04 0.0000 3322721 O 11/01/19 0 9697501 286/286 F 461,250.00 ZZ 180 456,210.71 1 5.3750 3738.28 75 5.1250 3738.28 FISHERS IN 46038 5 10/27/04 00 3623767 05 12/01/04 0.0000 3623767 O 11/01/19 0 9697503 286/286 F 371,000.00 ZZ 180 366,988.79 1 5.5000 3031.38 65 5.2500 3031.38 METHUEN MA 01844 5 10/19/04 00 3598542 05 12/01/04 0.0000 3598542 O 11/01/19 0 9697505 286/286 F 1,500,000.00 ZZ 180 1,481,440.26 1 5.3750 12156.99 67 5.1250 12156.99 GREAT FALLS VA 22066 1 11/05/04 00 3645414 05 12/01/04 0.0000 3645414 O 11/01/19 0 9697507 286/286 F 495,000.00 T 180 489,467.65 1 5.2500 3979.20 59 5.0000 3979.20 SISTER BAY WI 54234 5 10/29/04 00 3675125 05 12/01/04 0.0000 3675125 O 11/01/19 0 9697509 286/286 F 565,000.00 T 180 550,582.99 1 5.7500 4691.82 74 5.5000 4691.82 GEORGETOWN SC 29440 1 06/15/04 00 3687983 03 08/01/04 0.0000 3687983 O 07/01/19 0 9697511 286/286 F 437,600.00 ZZ 180 434,386.45 1 5.2500 3517.77 80 5.0000 3517.77 ATLANTA GA 30329 1 11/11/04 00 3677166 05 01/01/05 0.0000 3677166 O 12/01/19 0 9697513 286/286 F 650,000.00 ZZ 180 642,898.57 1 5.3750 5268.03 59 5.1250 5268.03 SHERMAN OAKS CA 91403 5 10/25/04 00 3639572 05 12/01/04 0.0000 3639572 O 11/01/19 0 9697515 286/286 F 402,900.00 ZZ 180 399,941.26 1 5.2500 3238.83 80 5.0000 3238.83 FAIRVIEW TX 75069 1 11/12/04 00 3689532 05 01/01/05 0.0000 3689532 O 12/01/19 0 9697517 286/286 F 372,000.00 ZZ 180 367,935.78 1 5.3750 3014.94 45 5.1250 3014.94 ANNAPOLIS MD 21403 2 10/26/04 00 3580867 05 12/01/04 0.0000 3580867 O 11/01/19 0 9697521 286/286 F 417,000.00 ZZ 180 413,969.55 1 5.3750 3379.65 60 5.1250 3379.65 WALNUT CREEK CA 94596 2 11/05/04 00 3669014 05 01/01/05 0.0000 3669014 O 12/01/19 0 9697525 286/286 F 400,000.00 ZZ 180 393,882.35 1 5.3750 3241.87 54 5.1250 3241.87 QUEENSTOWN MD 21658 2 11/01/04 00 3652129 05 12/01/04 0.0000 3652129 O 11/01/19 0 9697527 286/286 F 435,000.00 ZZ 180 428,305.48 1 5.2500 3496.87 64 5.0000 3496.87 ORCHARD LAKE MI 48323 2 09/28/04 00 3636422 05 12/01/04 0.0000 3636422 O 11/01/19 0 9697529 286/286 F 491,500.00 ZZ 180 487,965.40 1 5.5000 4015.97 61 5.2500 4015.97 TUCSON AZ 85718 2 11/09/04 00 3613562 05 01/01/05 0.0000 3613562 O 12/01/19 0 9697531 286/286 F 465,000.00 ZZ 180 460,024.74 1 5.6250 3830.36 46 5.3750 3830.36 SAN CLEMENTE CA 92673 2 10/24/04 00 3646641 05 12/01/04 0.0000 3646641 O 11/01/19 0 9697533 286/286 F 480,000.00 ZZ 180 474,917.81 1 5.7500 3985.97 65 5.5000 3985.97 ARCADIA CA 91007 2 10/25/04 00 3680864 05 12/01/04 0.0000 3680864 O 11/01/19 0 9697535 286/286 F 999,950.00 ZZ 180 992,193.31 1 5.5000 8170.43 63 5.2500 8170.43 SAN DIMAS CA 91773 5 11/01/04 00 3687218 03 01/01/05 0.0000 3687218 O 12/01/19 0 9697537 286/286 F 398,000.00 ZZ 120 392,931.00 1 5.2500 4270.22 47 5.0000 4270.22 LOS ANGELES CA 90068 2 11/05/04 00 3674278 05 01/01/05 0.0000 3674278 O 12/01/14 0 9697539 286/286 F 400,000.00 ZZ 180 397,062.55 1 5.2500 3215.52 45 5.0000 3215.52 MODESTO CA 95357 5 11/09/04 00 3656848 05 01/01/05 0.0000 3656848 O 12/01/19 0 9697541 286/286 F 675,000.00 ZZ 180 669,961.65 1 5.1250 5381.92 54 4.8750 5381.92 SEVERNA PARK MD 21146 2 11/10/04 00 3695543 05 01/01/05 0.0000 3695543 O 12/01/19 0 9697543 286/286 F 730,000.00 ZZ 180 724,583.00 1 5.1250 5820.44 45 4.8750 5820.44 SAN JOSE CA 95138 2 11/06/04 00 3683813 05 01/01/05 0.0000 3683813 O 12/01/19 0 9697545 286/286 F 400,000.00 ZZ 180 395,584.18 1 5.2500 3215.52 56 5.0000 3215.52 VIRGINIA BEACHVA 23451 5 10/27/04 00 3621491 05 12/01/04 0.0000 3621491 O 11/01/19 0 9703137 944/G01 F 1,000,000.00 ZZ 180 988,960.50 1 5.2500 8038.78 66 5.0000 8038.78 ORINDA CA 94563 2 10/25/04 00 0438679540 05 12/01/04 0.0000 W01788064 O 11/01/19 0 9703315 944/G01 F 640,000.00 ZZ 180 635,151.17 1 4.8750 5019.50 36 4.6250 5019.50 MILLBRAE CA 94030 2 11/05/04 00 0438674087 05 01/01/05 0.0000 01789196 O 12/01/19 0 9703337 944/G01 F 425,000.00 ZZ 180 421,878.98 1 5.2500 3416.48 48 5.0000 3416.48 DANVILLE CA 94526 2 11/08/04 00 0438674178 03 01/01/05 0.0000 01790455 O 12/01/19 0 9703923 E22/G01 F 283,000.00 ZZ 180 280,964.81 1 5.5000 2312.35 74 5.2500 2312.35 ANTHEM AZ 85086 2 11/22/04 00 0422667790 03 01/01/05 0.0000 0422667790 O 12/01/19 0 9704975 E82/G01 F 276,000.00 ZZ 180 275,020.25 1 5.6250 2273.50 73 5.3750 2273.50 HIGHLAND CA 92346 5 11/22/04 00 0401040035 05 02/01/05 0.0000 0401040035 O 01/01/20 0 9705039 944/G01 F 400,000.00 T 180 397,153.48 1 5.6250 3294.93 61 5.3750 3294.93 TRUCKEE CA 96161 2 11/02/04 00 0438686487 03 01/01/05 0.0000 01787003 O 12/01/19 0 9705253 E82/G01 F 178,600.00 ZZ 180 177,952.49 1 5.3750 1447.49 38 5.1250 1447.49 PISCATAWAY NJ 08854 2 11/29/04 00 0401032693 05 02/01/05 0.0000 0401032693 O 01/01/20 0 9706485 H81/G01 F 372,000.00 ZZ 180 369,181.61 1 4.8750 2917.59 60 4.6250 2917.59 GILBERT AZ 85296 2 11/17/04 00 0438872442 03 01/01/05 0.0000 45040158 O 12/01/19 0 9707329 944/G01 F 477,000.00 ZZ 180 473,497.11 1 5.2500 3834.50 70 5.0000 3834.50 CHANTILLY VA 20151 2 11/05/04 00 0438674996 03 01/01/05 0.0000 W01789525 O 12/01/19 0 9707331 944/G01 F 460,000.00 ZZ 180 454,868.89 1 5.1250 3667.67 70 4.8750 3667.67 HUNTINGTON BEACA 92649 5 10/28/04 00 0438682049 05 12/01/04 0.0000 W01788102 O 11/01/19 0 9709309 F28/G01 F 400,000.00 T 180 392,683.74 1 5.3750 3241.87 67 5.1250 3241.87 LAKE ARROWHEADCA 92352 1 08/27/04 00 0438702227 05 10/01/04 0.0000 1915641 O 09/01/19 0 9709313 F28/G01 F 492,000.00 ZZ 180 486,568.56 1 5.2500 3955.08 80 5.0000 3955.08 UPLAND CA 91784 1 10/06/04 00 0438700858 05 12/01/04 0.0000 2066899 O 11/01/19 0 9709317 F28/G01 F 685,000.00 ZZ 180 677,418.93 1 5.3750 5551.69 58 5.1250 5551.69 BELL CANYON CA 91307 2 10/06/04 00 0438701666 03 12/01/04 0.0000 2136379 O 11/01/19 0 9709319 F28/G01 F 633,000.00 ZZ 180 625,939.13 1 5.1250 5047.04 51 4.8750 5047.04 TORRANCE CA 90505 2 10/21/04 00 0438698912 05 12/01/04 0.0000 2138548 O 11/01/19 0 9709321 F28/G01 F 645,000.00 ZZ 180 637,953.20 1 5.3750 5227.50 79 5.1250 5227.50 ST LOUIS MO 63131 2 11/03/04 00 0438701138 05 12/01/04 0.0000 2207576 O 11/01/19 0 9709323 F28/G01 F 425,000.00 ZZ 180 420,199.85 1 5.3750 3444.48 46 5.1250 3444.48 GLENDALE CA 91206 2 10/05/04 00 0438700452 05 12/01/04 0.0000 2229610 O 11/01/19 0 9709325 F28/G01 F 498,000.00 ZZ 180 492,559.22 1 5.3750 4036.12 78 5.1250 4036.12 NAPERVILLE IL 60564 2 10/27/04 00 0438702276 05 12/01/04 0.0000 2244262 O 11/01/19 0 9709327 F28/G01 F 685,200.00 ZZ 180 677,556.86 1 5.1250 5463.24 59 4.8750 5463.24 JASPER GA 30143 2 11/01/04 00 0438700742 03 12/01/04 0.0000 2268883 O 11/01/19 0 9709329 F28/G01 F 375,000.00 ZZ 180 370,860.17 1 5.2500 3014.55 46 5.0000 3014.55 WILBRAHAM MA 01095 5 10/27/04 00 0438701435 05 12/01/04 0.0000 2299797 O 11/01/19 0 9709333 F28/G01 F 660,000.00 ZZ 180 655,102.42 1 5.1250 5262.32 80 4.8750 5262.32 YORBA LINDA CA 92886 1 11/08/04 00 0438700791 05 01/01/05 0.0000 2410897 O 12/01/19 0 9709335 F28/G01 F 540,000.00 ZZ 180 533,568.41 1 5.5000 4412.25 75 5.2500 4412.25 SHOREVIEW MN 55126 5 10/21/04 00 0438701492 05 12/01/04 0.0000 2435797 O 11/01/19 0 9709337 F28/G01 F 398,000.00 ZZ 180 395,046.61 1 5.1250 3173.34 27 4.8750 3173.34 REDONDO BEACH CA 90277 2 11/03/04 00 0438702177 05 01/01/05 0.0000 2459712 O 12/01/19 0 9709467 758/G01 F 387,000.00 ZZ 180 384,187.59 1 5.3750 3136.50 36 5.1250 3136.50 HIGHLAND PARK TX 75205 2 11/10/04 00 0438698250 05 01/01/05 0.0000 140000672 O 12/01/19 0 9709857 E22/G01 F 202,000.00 ZZ 180 200,532.02 1 5.3750 1637.14 52 5.1250 1637.14 OAKLAND PARK FL 33334 2 11/29/04 00 0422578088 05 01/01/05 0.0000 0422578088 O 12/01/19 0 9712119 E82/G01 F 587,700.00 ZZ 180 585,591.62 1 5.5000 4802.00 90 5.2500 4802.00 NEWCASTLE CA 95658 2 12/02/04 04 0401024450 05 02/01/05 12.0000 0401024450 O 01/01/20 0 9712121 E82/G01 F 468,100.00 ZZ 180 466,438.33 1 5.6250 3855.89 73 5.3750 3855.89 WALNUT CREEK CA 94596 2 12/02/04 00 0401047733 05 02/01/05 0.0000 0401047733 O 01/01/20 0 9713181 E22/G01 F 385,201.00 ZZ 180 383,774.84 1 5.1250 3071.29 34 4.8750 3071.29 SALINAS CA 93908 2 12/02/04 00 0422569517 05 02/01/05 0.0000 0422569517 O 01/01/20 0 9713273 E82/G01 F 232,000.00 ZZ 180 231,158.89 1 5.3750 1880.28 80 5.1250 1880.28 HENNIKER NH 03242 2 12/06/04 00 0401045737 05 02/01/05 0.0000 0401045737 O 01/01/20 0 9714815 E22/G01 F 461,000.00 ZZ 180 459,311.00 1 5.2500 3705.88 28 5.0000 3705.88 REDWOOD CITY CA 94062 5 12/01/04 00 0422476937 05 02/01/05 0.0000 0422476937 O 01/01/20 0 9714847 E22/G01 F 115,000.00 T 180 114,181.63 1 5.6250 947.29 61 5.3750 947.29 CAPE CORAL FL 33909 2 12/07/04 00 0422559989 05 01/01/05 0.0000 0422559989 O 12/01/19 0 9714915 E82/G01 F 180,700.00 ZZ 180 180,044.88 1 5.3750 1464.51 79 5.1250 1464.51 FORT COLLINS CO 80524 2 12/07/04 00 0401041272 05 02/01/05 0.0000 0401041272 O 01/01/20 0 9719095 696/G01 F 492,800.00 ZZ 180 489,181.08 1 5.2500 3961.51 80 5.0000 3961.51 SILVER SPRING MD 20904 2 11/29/04 00 0438705790 05 01/01/05 0.0000 31204367 O 12/01/19 0 9719301 N74/G01 F 103,000.00 ZZ 180 102,041.44 1 5.0000 814.52 70 4.7500 814.52 CLEMMONS NC 27012 5 11/30/04 00 0438718124 05 01/06/05 0.0000 0035577010 O 12/06/19 0 9719801 550/550 F 412,500.00 T 180 410,988.69 1 5.2500 3316.00 24 5.0000 3316.00 APTOS CA 95003 2 12/03/04 00 120741421 05 02/01/05 0.0000 120741421 O 01/01/20 0 9720139 356/G01 F 400,000.00 ZZ 180 398,580.07 1 5.6250 3294.93 40 5.3750 3294.93 FREMONT CA 94539 5 11/22/04 00 0438756363 03 02/01/05 0.0000 3109238 O 01/01/20 0 9722103 H58/G01 F 1,000,000.00 ZZ 180 988,949.18 1 5.2500 8038.78 79 5.0000 8038.78 CAMAS WA 98607 1 10/26/04 00 0438732646 05 12/01/04 0.0000 260579 O 11/01/19 0 9722117 H58/G01 F 495,000.00 ZZ 180 489,478.45 1 5.1250 3946.74 57 4.8750 3946.74 REDWOOD CITY CA 94065 2 10/25/04 00 0438738163 03 12/01/04 0.0000 253383 O 11/01/19 0 9724315 253/253 F 586,538.00 ZZ 180 582,230.70 1 5.2500 4715.05 80 5.0000 4715.05 FLOWER MOUND TX 75022 4 11/12/04 00 338408 03 01/01/05 0.0000 338408 O 12/01/19 0 9724419 550/550 F 512,000.00 ZZ 180 510,100.41 1 5.1000 4075.59 10 4.8500 4075.59 SAN FRANCISCO CA 94115 2 12/07/04 00 120744649 05 02/01/05 0.0000 120744649 O 01/01/20 0 9724505 E82/G01 F 151,500.00 ZZ 180 150,956.49 1 5.5000 1237.88 54 5.2500 1237.88 CLACKAMAS OR 97015 2 12/13/04 00 0401042510 05 02/01/05 0.0000 0401042510 O 01/01/20 0 9724557 E22/G01 F 422,500.00 TX 180 420,968.23 1 5.3750 3424.22 68 5.1250 3424.22 AUSTIN TX 78703 5 12/10/04 00 0422738948 05 02/01/05 0.0000 0422738948 O 01/01/20 0 9726059 E82/G01 F 323,500.00 ZZ 180 322,277.03 1 4.8750 2537.19 67 4.6250 2537.19 LAKEWOOD WA 98499 2 12/15/04 00 0401047725 05 02/01/05 0.0000 0401047725 O 01/01/20 0 9726085 E82/G01 F 274,800.00 ZZ 180 273,782.57 1 5.1250 2191.05 65 4.8750 2191.05 ROCHELLE PARK NJ 07662 2 12/15/04 00 0401042742 05 02/01/05 0.0000 0401042742 O 01/01/20 0 9726089 E82/G01 F 333,800.00 ZZ 180 332,471.17 1 5.3750 2705.33 74 5.1250 2705.33 BLOOMINGTON MN 55437 2 12/15/04 00 0401051339 05 02/01/05 0.0000 0401051339 O 01/01/20 0 9728499 E22/G01 F 359,650.00 ZZ 180 358,346.09 1 5.3750 2914.84 80 5.1250 2914.84 CARSON CITY NV 89703 5 12/07/04 00 0422699033 03 02/01/05 0.0000 0422699033 O 01/01/20 0 9729781 L01/G01 F 537,500.00 ZZ 180 535,551.30 1 5.3750 4356.25 60 5.1250 4356.25 PARADISE VALLEAZ 85253 2 12/14/04 00 0438812307 03 02/01/05 0.0000 18526743 O 01/01/20 0 9731371 E22/G01 F 650,000.00 ZZ 180 647,593.46 1 5.1250 5182.58 48 4.8750 5182.58 LOS GATOS CA 95032 5 12/10/04 00 0422711556 03 02/01/05 0.0000 0422711556 O 01/01/20 0 9731575 E22/G01 F 67,000.00 ZZ 180 66,754.53 1 5.2500 538.60 40 5.0000 538.60 BAKERSFIELD CA 93306 2 12/09/04 00 0422484477 05 02/01/05 0.0000 0422484477 O 01/01/20 0 9731633 E22/G01 F 165,000.00 ZZ 180 164,395.48 1 5.2500 1326.40 41 5.0000 1326.40 FORT COLLINS CO 80524 5 12/15/04 00 0422728246 05 02/01/05 0.0000 0422728246 O 01/01/20 0 9732539 116/116 F 424,000.00 ZZ 180 422,430.19 1 5.1250 3380.64 80 4.8750 3380.64 BELLAIRE TX 77401 1 12/14/04 00 1000002184 05 02/01/05 0.0000 1000002184 O 01/01/20 0 9732969 E84/G01 F 425,000.00 ZZ 180 423,442.90 1 5.2500 3416.48 48 5.0000 3416.48 RALEIGH NC 27607 2 12/13/04 00 0438788143 05 02/01/05 0.0000 47121428 O 01/01/20 0 9733011 025/025 F 311,300.00 ZZ 180 303,460.03 1 5.7500 2585.07 47 5.5000 2585.07 OCALA FL 34480 2 08/30/04 00 0027387794 03 10/01/04 0.0000 0027387794 O 09/01/19 0 9733015 025/025 F 550,000.00 ZZ 171 541,743.27 1 6.0000 4792.53 69 5.7500 4792.53 WINTER GARDEN FL 34787 4 10/01/04 00 0029298940 05 11/01/04 0.0000 0029298940 O 01/01/19 0 9733017 025/025 F 618,750.00 T 180 609,527.76 1 5.1250 4933.42 75 4.8750 4933.42 HILTON HEAD ISSC 29928 2 09/17/04 00 0029363868 03 11/01/04 0.0000 0029363868 O 10/01/19 0 9733019 025/025 F 407,200.00 ZZ 180 401,254.99 1 5.3750 3300.22 80 5.1250 3300.22 OOLTEWAH TN 37363 1 09/07/04 00 0029488780 05 11/01/04 0.0000 0029488780 O 10/01/19 0 9733021 025/025 F 1,000,000.00 ZZ 180 972,576.81 1 6.2500 8574.23 50 6.0000 8574.23 PORT CHARLOTTEFL 33952 5 05/28/04 00 0029546652 05 07/01/04 0.0000 0029546652 O 06/01/19 0 9733023 025/025 F 227,600.00 ZZ 170 203,903.64 1 5.7500 1960.37 37 5.5000 1960.37 JACKSONVILLE FL 32259 1 09/21/04 00 0029776150 03 11/01/04 0.0000 0029776150 O 12/01/18 0 9733025 025/025 F 458,000.00 T 180 451,450.87 1 5.6250 3772.69 80 5.3750 3772.69 PAWLEYS ISLANDSC 29585 1 09/15/04 00 0029838463 05 11/01/04 0.0000 0029838463 O 10/01/19 0 9733029 025/025 F 486,500.00 ZZ 180 477,601.66 1 5.3750 3942.91 70 5.1250 3942.91 ATLANTA GA 30350 1 08/30/04 00 0030098941 05 10/01/04 0.0000 0030098941 O 09/01/19 0 9733031 025/025 F 428,000.00 ZZ 180 420,252.04 1 5.5000 3497.12 80 5.2500 3497.12 KNOXVILLE TN 37919 2 09/09/04 00 0030137061 05 10/01/04 0.0000 0030137061 O 09/01/19 0 9733033 025/025 F 600,000.00 ZZ 180 589,138.39 1 5.5000 4902.50 56 5.2500 4902.50 CELEBRATION FL 34747 1 08/30/04 00 0030195630 05 10/01/04 0.0000 0030195630 O 09/01/19 0 9733035 025/025 F 518,000.00 ZZ 180 510,592.92 1 5.6250 4266.93 80 5.3750 4266.93 PLANT CITY FL 33565 2 09/13/04 00 0031289846 05 11/01/04 0.0000 0031289846 O 10/01/19 0 9733037 025/025 F 650,000.00 ZZ 180 637,966.51 1 5.5000 5311.04 62 5.2500 5311.04 MIAMI FL 33131 1 08/24/04 00 0031761117 01 10/01/04 0.0000 0031761117 O 09/01/19 0 9733039 025/025 F 460,000.00 ZZ 180 453,214.27 1 5.2500 3697.84 74 5.0000 3697.84 BRENTWOOD TN 37027 1 09/20/04 00 0031825177 03 11/01/04 0.0000 0031825177 O 10/01/19 0 9733045 025/025 F 500,000.00 ZZ 180 490,341.27 1 5.5000 4085.42 79 5.2500 4085.42 SANDPOINT ID 83864 5 08/10/04 00 0134625631 09 10/01/04 0.0000 0134625631 O 09/01/19 0 9733047 025/025 F 650,000.00 ZZ 180 642,898.57 1 5.3750 5268.03 69 5.1250 5268.03 WICHITA KS 67205 2 10/04/04 00 0134663996 03 12/01/04 0.0000 0134663996 O 11/01/19 0 9733051 025/025 F 410,000.00 ZZ 180 402,730.17 1 5.7500 3404.68 80 5.5000 3404.68 MONROE CT 06468 1 08/31/04 00 0134674910 05 10/01/04 0.0000 0134674910 O 09/01/19 0 9733053 025/025 F 380,000.00 ZZ 180 369,597.88 1 5.5000 3104.92 80 5.2500 3104.92 HOUSTON TX 77079 1 08/27/04 00 0134694504 05 10/01/04 0.0000 0134694504 O 09/01/19 0 9733055 025/025 F 689,000.00 ZZ 180 676,397.80 1 5.3750 5584.11 75 5.1250 5584.11 ESCONDIDO CA 92025 1 08/31/04 00 0134701515 05 10/01/04 0.0000 0134701515 O 09/01/19 0 9733057 025/025 F 570,000.00 ZZ 180 565,651.88 1 4.8750 4470.50 50 4.6250 4470.50 AUBURN AL 36830 2 11/10/04 00 0134719590 05 01/01/05 0.0000 0134719590 O 12/01/19 0 9733059 025/025 F 552,000.00 ZZ 180 543,857.16 1 5.2500 4437.40 80 5.0000 4437.40 DELAWARE OH 43015 1 09/30/04 00 0134724194 05 11/01/04 0.0000 0134724194 O 10/01/19 0 9733061 025/025 F 550,000.00 ZZ 180 543,991.11 1 5.3750 4457.56 65 5.1250 4457.56 LACONNER WA 98257 1 09/22/04 00 0134734664 05 12/01/04 0.0000 0134734664 O 11/01/19 0 9733063 025/025 F 452,000.00 T 180 443,901.83 1 5.6250 3723.27 79 5.3750 3723.27 HAYESVILLE NC 28904 1 08/31/04 00 0134737014 05 10/01/04 0.0000 0134737014 O 09/01/19 0 9733065 025/025 F 420,000.00 ZZ 180 413,931.40 1 5.5000 3431.76 47 5.2500 3431.76 SIMI VALLEY CA 93065 2 09/08/04 00 0134748193 03 11/01/04 0.0000 0134748193 O 10/01/19 0 9733067 025/025 F 357,000.00 ZZ 180 149,097.17 1 5.2500 2869.85 70 5.0000 2869.85 JEFFERSONVILLEIN 47130 1 09/29/04 00 0134764059 05 11/01/04 0.0000 0134764059 O 10/01/19 0 9733069 025/025 F 550,000.00 ZZ 180 541,970.18 1 5.3750 4457.56 67 5.1250 4457.56 MEQUON WI 53092 5 09/09/04 00 0134764349 03 11/01/04 0.0000 0134764349 O 10/01/19 0 9733071 025/025 F 354,000.00 ZZ 180 348,723.78 1 5.1250 2822.51 65 4.8750 2822.51 WADSWORTH IL 60083 2 09/13/04 00 0134769322 03 11/01/04 0.0000 0134769322 O 10/01/19 0 9733073 025/025 F 628,200.00 ZZ 180 621,265.00 1 5.2500 5049.96 21 5.0000 5049.96 LOS ANGELES CA 90272 5 09/28/04 00 0134774249 05 12/01/04 0.0000 0134774249 O 11/01/19 0 9733075 025/025 F 381,800.00 ZZ 180 376,340.47 1 5.6250 3145.01 40 5.3750 3145.01 LAS VEGAS NV 89146 5 09/22/04 00 0134777101 05 11/01/04 0.0000 0134777101 O 10/01/19 0 9733077 025/025 F 500,000.00 ZZ 180 494,536.74 1 5.3750 4052.33 74 5.1250 4052.33 GAINESVILLE FL 32607 1 10/25/04 00 0134785328 03 12/01/04 0.0000 0134785328 O 11/01/19 0 9733079 025/025 F 370,000.00 ZZ 180 364,011.67 1 5.0000 2925.94 77 4.7500 2925.94 BRISTOW VA 20136 5 09/14/04 00 0134786482 03 11/01/04 0.0000 0134786482 O 10/01/19 0 9733081 025/025 F 807,000.00 T 180 792,838.96 1 5.8750 6755.55 54 5.6250 6755.55 SOUTH KINGSTOWRI 02879 2 08/10/04 00 0134794809 05 10/01/04 0.0000 0134794809 O 09/01/19 0 9733085 025/025 F 364,000.00 ZZ 180 355,713.00 1 5.5000 2974.18 80 5.2500 2974.18 BAYSIDE WI 53217 5 09/21/04 00 0134825421 05 11/01/04 0.0000 0134825421 O 10/01/19 0 9733087 025/025 F 523,700.00 ZZ 180 516,133.06 1 5.5000 4279.07 60 5.2500 4279.07 NASHVILLE TN 37205 2 09/24/04 00 0134828375 03 11/01/04 0.0000 0134828375 O 10/01/19 0 9733089 025/025 F 443,000.00 ZZ 180 438,210.33 1 5.5000 3619.68 73 5.2500 3619.68 RICHMOND VA 23221 2 10/07/04 00 0134829308 05 12/01/04 0.0000 0134829308 O 11/01/19 0 9733091 025/025 F 414,000.00 ZZ 180 409,415.45 1 5.2500 3328.05 80 5.0000 3328.05 MEMPHIS TN 38120 1 10/18/04 00 0134835669 05 12/01/04 0.0000 0134835669 O 11/01/19 0 9733093 025/025 F 420,000.00 ZZ 180 415,315.05 1 5.1250 3348.75 65 4.8750 3348.75 SAN JOSE CA 95118 5 10/12/04 00 0134855584 05 12/01/04 0.0000 0134855584 O 11/01/19 0 9733095 025/025 F 486,000.00 ZZ 180 480,690.34 1 5.3750 3938.86 59 5.1250 3938.86 FALLBROOK CA 92028 2 10/01/04 00 0134855709 05 12/01/04 0.0000 0134855709 O 11/01/19 0 9733097 025/025 F 650,000.00 ZZ 180 640,110.72 1 4.8750 5097.93 41 4.6250 5097.93 PROVIDENCE RI 02906 1 09/28/04 00 0134856707 05 11/01/04 0.0000 0134856707 O 10/01/19 0 9733099 025/025 F 380,000.00 ZZ 180 375,494.72 1 4.7500 2955.76 36 4.5000 2955.76 BERKLEY CA 94705 2 10/15/04 00 0134864750 05 12/01/04 0.0000 0134864750 O 11/01/19 0 9733101 025/025 F 356,000.00 ZZ 180 351,817.03 1 5.0000 2815.23 80 4.7500 2815.23 HOUSTON TX 77057 1 10/18/04 00 0134876028 05 12/01/04 0.0000 0134876028 O 11/01/19 0 9733103 025/025 F 374,400.00 ZZ 180 370,266.81 1 5.2500 3009.72 75 5.0000 3009.72 DAVIS CA 95616 5 10/27/04 00 0134894559 03 12/01/04 0.0000 0134894559 O 11/01/19 0 9733107 025/025 F 613,500.00 ZZ 180 606,656.65 1 5.1250 4891.56 80 4.8750 4891.56 JACKSONVILLE FL 32259 2 10/21/04 00 0134905397 03 12/01/04 0.0000 0134905397 O 11/01/19 0 9733109 025/025 F 500,000.00 ZZ 180 496,366.38 1 5.3750 4052.33 54 5.1250 4052.33 TARZANA CA 91356 5 11/01/04 00 0134920800 05 01/01/05 0.0000 0134920800 O 12/01/19 0 9733111 025/025 F 430,000.00 ZZ 180 426,809.16 1 5.1250 3428.48 59 4.8750 3428.48 WINDERMERE FL 34786 1 11/05/04 00 0134922277 03 01/01/05 0.0000 0134922277 O 12/01/19 0 9733113 025/025 F 480,000.00 ZZ 180 476,511.73 1 5.3750 3890.24 80 5.1250 3890.24 WINSTON SALEM NC 27106 1 11/02/04 00 0134924950 05 01/01/05 0.0000 0134924950 O 12/01/19 0 9733115 025/025 F 390,000.00 ZZ 180 387,045.25 1 4.8750 3058.76 61 4.6250 3058.76 OAKLAND CA 94618 5 11/03/04 00 0134937135 05 01/01/05 0.0000 0134937135 O 12/01/19 0 9733117 025/025 F 495,000.00 ZZ 180 491,364.94 1 5.2500 3979.19 50 5.0000 3979.19 RANCHO CUCAMONCA 91739 5 11/01/04 00 0134941012 05 01/01/05 0.0000 0134941012 O 12/01/19 0 9733119 025/025 F 370,000.00 ZZ 180 365,825.01 1 5.2500 2974.35 80 5.0000 2974.35 SEVERN MD 21144 5 10/25/04 00 0134944891 03 12/01/04 0.0000 0134944891 O 11/01/19 0 9733121 025/025 F 530,000.00 ZZ 180 526,067.10 1 5.1250 4225.80 63 4.8750 4225.80 IRVINE CA 92603 5 11/02/04 00 0134953512 03 01/01/05 0.0000 0134953512 O 12/01/19 0 9733123 025/025 F 420,000.00 T 180 415,458.97 1 5.5000 3431.76 80 5.2500 3431.76 WILLIAMSBURG VA 23188 1 10/15/04 00 0141220509 03 12/01/04 0.0000 0141220509 O 11/01/19 0 9733125 025/025 F 650,000.00 ZZ 180 638,261.94 1 5.2500 5225.21 63 5.0000 5225.21 WICHITA KS 67206 2 09/17/04 00 0142538255 03 11/01/04 0.0000 0142538255 O 10/01/19 0 9733131 025/025 F 570,000.00 ZZ 180 561,849.30 1 5.6250 4695.28 75 5.3750 4695.28 NORFOLK VA 23503 5 09/07/04 00 0142697846 05 11/01/04 0.0000 0142697846 O 10/01/19 0 9733133 025/025 F 475,000.00 T 180 467,776.89 1 5.5000 3881.15 79 5.2500 3881.15 DAHINDA IL 61428 2 09/27/04 00 0142886555 05 11/01/04 0.0000 0142886555 O 10/01/19 0 9733135 025/025 F 490,000.00 ZZ 180 482,920.00 1 5.5000 4003.71 62 5.2500 4003.71 SAN FRANCISCO CA 94127 2 09/09/04 00 0142887736 05 11/01/04 0.0000 0142887736 O 10/01/19 0 9733137 025/025 F 420,000.00 ZZ 180 413,740.04 1 5.1250 3348.75 56 4.8750 3348.75 SAN DIEGO CA 92130 1 09/20/04 00 0142889419 01 11/01/04 0.0000 0142889419 O 10/01/19 0 9733139 025/025 F 392,000.00 ZZ 180 386,336.00 1 5.5000 3202.97 80 5.2500 3202.97 FISHERSVILLE VA 22939 5 09/22/04 00 0142889583 05 11/01/04 0.0000 0142889583 O 10/01/19 0 9733141 025/025 F 402,500.00 ZZ 180 396,500.87 1 5.1250 3209.22 40 4.8750 3209.22 SAN DIEGO CA 92117 5 09/10/04 00 0142890441 05 11/01/04 0.0000 0142890441 O 10/01/19 0 9733143 025/025 F 485,000.00 ZZ 180 477,845.48 1 5.2500 3898.81 28 5.0000 3898.81 LOS ALTOS CA 94024 2 09/13/04 00 0142890698 05 11/01/04 0.0000 0142890698 O 10/01/19 0 9733145 025/025 F 393,000.00 ZZ 180 385,811.80 1 5.3750 3185.13 75 5.1250 3185.13 OXNARD CA 93036 5 09/03/04 00 0142891258 05 10/01/04 0.0000 0142891258 O 09/01/19 0 9733147 025/025 F 437,000.00 ZZ 180 430,378.31 1 5.2500 3512.95 60 5.0000 3512.95 SAN DIEGO CA 92129 2 09/13/04 00 0142891415 05 11/01/04 0.0000 0142891415 O 10/01/19 0 9733149 025/025 F 645,000.00 ZZ 180 636,317.12 1 5.1250 5142.72 52 4.8750 5142.72 RICHMOND VA 23226 5 10/01/04 00 0142894716 05 12/01/04 0.0000 0142894716 O 11/01/19 0 9733151 025/025 F 450,000.00 ZZ 180 445,032.20 1 5.2500 3617.46 67 5.0000 3617.46 BOYDS MD 20841 5 10/19/04 00 0142905405 03 12/01/04 0.0000 0142905405 O 11/01/19 0 9733153 025/025 F 497,000.00 ZZ 180 493,350.25 1 5.2500 3995.27 62 5.0000 3995.27 STURGEON BAY WI 54235 2 11/15/04 00 0201002334 05 01/01/05 0.0000 0201002334 O 12/01/19 0 9733703 E22/G01 F 164,000.00 ZZ 180 163,392.81 1 5.1250 1307.61 58 4.8750 1307.61 CITRUS HEIGHTSCA 95621 5 12/13/04 00 0422827097 05 02/01/05 0.0000 0422827097 O 01/01/20 0 9735383 E82/G01 F 350,000.00 ZZ 180 348,731.08 1 5.3750 2836.63 42 5.1250 2836.63 SEVERNA PARK MD 21146 5 12/18/04 00 0401042601 05 02/01/05 0.0000 0401042601 O 01/01/20 0 9735391 E82/G01 F 498,200.00 T 180 496,393.78 1 5.3750 4037.74 34 5.1250 4037.74 KETCHUM ID 83340 1 12/15/04 00 0401041843 05 02/01/05 0.0000 0401041843 O 01/01/20 0 9735421 944/G01 F 648,000.00 ZZ 180 645,675.30 1 5.5000 5294.70 56 5.2500 5294.70 SAN FRANCISCO CA 94122 2 11/30/04 00 0438788929 05 02/01/05 0.0000 W01796692 O 01/01/20 0 9735425 944/G01 F 435,000.00 ZZ 180 431,838.77 1 5.3750 3525.52 58 5.1250 3525.52 DANVILLE CA 94506 2 11/24/04 00 0438791436 03 01/01/05 0.0000 W01796565 O 12/01/19 0 9735471 944/G01 F 725,000.00 ZZ 180 719,675.91 1 5.2500 5828.11 16 5.0000 5828.11 NEWPORT BEACH CA 92661 2 11/24/04 00 0438788390 05 01/01/05 0.0000 W01791173 O 12/01/19 0 9735493 944/G01 F 375,000.00 ZZ 180 372,274.79 1 5.3750 3039.25 56 5.1250 3039.25 SILVER SPRING MD 20905 2 11/29/04 00 0438788952 05 01/01/05 0.0000 W01793611 O 12/01/19 0 9735501 944/G01 F 448,000.00 ZZ 180 444,675.58 1 5.1250 3572.00 80 4.8750 3572.00 BLUFFTON SC 29909 1 11/29/04 00 0438791220 03 01/01/05 0.0000 W01796007 O 12/01/19 0 9735509 944/G01 F 444,000.00 ZZ 180 440,739.44 1 5.2500 3569.22 80 5.0000 3569.22 DISCOVERY BAY CA 94514 2 11/23/04 00 0438789810 05 01/01/05 0.0000 W01793729 O 12/01/19 0 9735515 944/G01 F 560,000.00 ZZ 180 555,930.35 1 5.3750 4538.61 58 5.1250 4538.61 SAN FRANCISCO CA 94117 2 11/23/04 00 0438790719 05 01/01/05 0.0000 W01792680 O 12/01/19 0 9735523 944/G01 F 384,000.00 ZZ 180 381,150.51 1 5.1250 3061.71 80 4.8750 3061.71 GILBERT AZ 85233 1 11/22/04 00 0438789976 05 01/01/05 0.0000 W01792289 O 12/01/19 0 9735531 944/G01 F 535,000.00 ZZ 180 530,988.50 1 5.0000 4230.75 80 4.7500 4230.75 SAN ANTONIO TX 78258 2 12/01/04 00 0438789588 03 01/01/05 0.0000 W01794230 O 12/01/19 0 9738275 E22/G01 F 200,000.00 ZZ 180 199,274.90 1 5.3750 1620.93 55 5.1250 1620.93 RIO VISTA CA 94571 5 12/17/04 00 0422793224 05 02/01/05 0.0000 0422793224 O 01/01/20 0 9738285 E22/G01 F 400,000.00 ZZ 180 398,549.81 1 5.3750 3241.86 79 5.1250 3241.86 MIDDLETON MA 01949 2 12/17/04 00 0422800540 05 02/01/05 0.0000 0422800540 O 01/01/20 0 9738521 E22/G01 F 1,000,000.00 ZZ 180 996,374.52 1 5.3750 8104.65 45 5.1250 8104.65 SEATTLE WA 98119 2 12/15/04 00 0422715243 05 02/01/05 0.0000 0422715243 O 01/01/20 0 9738535 E22/G01 F 469,000.00 ZZ 180 467,263.59 1 5.1250 3739.43 37 4.8750 3739.43 ATLANTA GA 30319 2 12/17/04 00 0422720250 03 02/01/05 0.0000 0422720250 O 01/01/20 0 9739037 313/G01 F 525,000.00 ZZ 180 523,096.50 1 5.3750 4254.95 74 5.1250 4254.95 UNIONVILLE PA 19375 5 12/01/04 00 0438795825 05 02/01/05 0.0000 10443810 O 01/01/20 0 9739061 Y65/G01 F 486,720.00 ZZ 180 479,629.95 2 5.3750 3944.70 79 5.1250 3944.70 CHICAGO IL 60622 1 10/19/04 00 0438803173 05 12/01/04 0.0000 40228257 O 11/01/19 0 9739063 Y65/G01 F 500,000.00 ZZ 180 492,547.66 1 5.1250 3986.61 62 4.8750 3986.61 ALISO VIEJO CA 92656 5 09/21/04 00 0438808198 05 11/01/04 0.0000 40228266 O 10/01/19 0 9739065 Y65/G01 F 468,000.00 ZZ 180 462,725.32 1 5.0000 3700.92 80 4.7500 3700.92 MCCALL ID 83638 1 10/01/04 00 0438802886 05 12/01/04 0.0000 40228252 O 11/01/19 0 9739067 Y65/G01 F 398,000.00 ZZ 180 392,195.86 1 5.3750 3225.65 49 5.1250 3225.65 SAN JOSE CA 95129 2 10/21/04 00 0438803462 05 12/01/04 0.0000 40230685 O 11/01/19 0 9739069 Y65/G01 F 400,000.00 ZZ 180 397,153.48 1 5.6250 3294.93 62 5.3750 3294.93 FRESNO CA 93722 5 11/01/04 00 0438802365 05 01/01/05 0.0000 40230699 O 12/01/19 0 9739071 Y65/G01 F 1,000,000.00 ZZ 180 985,095.34 1 5.1250 7973.21 48 4.8750 7973.21 BRISTOL RI 02809 1 09/29/04 00 0438809048 05 11/01/04 0.0000 40228284 O 10/01/19 0 9739075 Y65/G01 F 731,250.00 ZZ 180 723,260.91 1 5.3750 5926.53 65 5.1250 5926.53 CHESTERFIELD MO 63005 5 10/14/04 00 0438807687 03 12/01/04 0.0000 40228279 O 11/01/19 0 9739079 Y65/G01 F 375,000.00 ZZ 180 369,128.66 1 5.7500 3114.04 45 5.5000 3114.04 BIRMINGHAM MI 48009 1 10/01/04 00 0438803199 05 11/01/04 0.0000 40228229 O 10/01/19 0 9739089 Y65/G01 F 575,000.00 ZZ 180 568,717.96 1 5.3750 4660.18 32 5.1250 4660.18 JUPITER FL 33469 5 10/12/04 00 0438803645 05 12/01/04 0.0000 40228274 O 11/01/19 0 9739091 Y65/G01 F 575,000.00 ZZ 180 562,011.78 1 5.0000 4547.06 68 4.7500 4547.06 CENTREVILLE VA 20120 5 09/28/04 00 0438804023 03 11/01/04 0.0000 40228272 O 10/01/19 0 9739093 Y65/G01 F 700,000.00 ZZ 180 692,191.74 1 5.1250 5581.25 37 4.8750 5581.25 CHARLESTON SC 29401 1 10/13/04 00 0438808602 05 12/01/04 0.0000 40228277 O 11/01/19 0 9739095 Y65/G01 F 536,868.00 ZZ 180 530,817.15 1 5.0000 4245.52 80 4.7500 4245.52 CHAPEL HILL NC 27517 1 10/20/04 00 0438808438 09 12/01/04 0.0000 40228269 O 11/01/19 0 9739097 Y65/G01 F 473,250.00 ZZ 180 466,284.07 1 5.2500 3804.36 75 5.0000 3804.36 VIENNA VA 22182 5 10/13/04 00 0438802183 05 12/01/04 0.0000 40228254 O 11/01/19 0 9739103 Y65/G01 F 420,000.00 ZZ 180 412,396.83 1 5.5000 3431.76 80 5.2500 3431.76 WEST BLOOMFIELMI 48323 1 08/17/04 00 0438801938 05 10/01/04 0.0000 40228237 O 09/01/19 0 9740299 E22/G01 F 900,000.00 ZZ 180 896,702.60 1 5.2500 7234.90 60 5.0000 7234.90 GIG HARBOR WA 98335 1 12/20/04 00 0422752907 05 02/01/05 0.0000 0422752907 O 01/01/20 0 9740883 944/G01 F 515,000.00 ZZ 180 501,024.27 1 4.8750 4039.13 60 4.6250 4039.13 HOUSTON TX 77056 2 11/24/04 00 0438792871 05 01/01/05 0.0000 W01791863 O 12/01/19 0 9740969 944/G01 F 401,000.00 ZZ 180 399,515.35 1 5.1250 3197.25 70 4.8750 3197.25 CHAPIN SC 29036 5 11/30/04 00 0438789836 05 02/01/05 0.0000 W01793144 O 01/01/20 0 9741291 N67/G01 F 375,000.00 ZZ 180 372,246.16 1 5.2500 3014.54 42 5.0000 3014.54 SAN DIEGO CA 92106 5 11/15/04 00 0438824104 05 01/01/05 0.0000 3298001642 O 12/01/19 0 9741293 N67/G01 F 400,000.00 ZZ 180 397,093.12 1 5.3750 3241.86 44 5.1250 3241.86 ANAHEIM CA 92808 5 11/22/04 00 0438823544 03 01/01/05 0.0000 3318001608 O 12/01/19 0 9741685 H81/G01 F 403,259.00 ZZ 180 401,781.55 1 5.2500 3241.71 58 5.0000 3241.71 CHESTERFIELD MO 63017 2 12/15/04 00 0438797243 03 02/01/05 0.0000 43040380 O 01/01/20 0 9741891 E22/G01 F 400,000.00 ZZ 180 398,549.81 1 5.3750 3241.86 68 5.1250 3241.86 LONG BEACH CA 90807 5 12/10/04 00 0422766154 05 02/01/05 0.0000 0422766154 O 01/01/20 0 9741933 E22/G01 F 43,500.00 ZZ 180 43,347.21 1 5.7500 361.23 46 5.5000 361.23 MOBILE AL 36618 2 12/21/04 00 0422817536 05 02/01/05 0.0000 0422817536 O 01/01/20 0 9741997 E22/G01 F 534,000.00 ZZ 180 532,022.93 1 5.1250 4257.69 44 4.8750 4257.69 FREMONT CA 94539 2 12/13/04 00 0422526939 05 02/01/05 0.0000 0422526939 O 01/01/20 0 9742669 E82/G01 F 275,000.00 ZZ 180 273,882.65 1 5.3750 2228.78 45 5.1250 2228.78 HUNTINGTON BEACA 92647 5 12/21/04 00 0401046602 05 02/01/05 0.0000 0401046602 O 01/01/20 0 9743103 E60/G01 F 420,000.00 ZZ 180 418,428.67 1 5.0000 3321.33 37 4.7500 3321.33 POWAY CA 92064 2 12/15/04 00 0438793374 05 02/01/05 0.0000 SD01281032 O 01/01/20 0 9747593 Y62/G01 F 575,000.00 ZZ 180 572,848.77 1 5.0000 4547.06 50 4.7500 4547.06 LA CANADA-FLINCA 91011 1 12/20/04 00 0438801854 05 02/01/05 0.0000 8917169000 O 01/01/20 0 9748055 E22/G01 F 63,495.00 ZZ 180 63,271.98 1 5.7500 527.27 63 5.5000 527.27 SHELBYVILLE KY 40065 2 12/23/04 00 0422687038 05 02/01/05 0.0000 0422687038 O 01/01/20 0 9748129 E22/G01 F 115,000.00 ZZ 120 114,283.87 2 5.6250 1255.19 64 5.3750 1255.19 DEARBORN MI 48126 2 12/23/04 00 0422520684 05 02/01/05 0.0000 0422520684 O 01/01/15 0 9749133 Y65/G01 F 677,750.00 ZZ 180 672,772.89 1 5.2500 5448.28 53 5.0000 5448.28 THOUSAND OAKS CA 91362 2 11/29/04 00 0438803660 05 01/01/05 0.0000 40217024 O 12/01/19 0 9749135 Y65/G01 F 650,000.00 ZZ 180 647,593.46 1 5.1250 5182.58 73 4.8750 5182.58 RIVER HILLS WI 53217 1 12/08/04 00 0438801623 05 02/01/05 0.0000 40204219 O 01/01/20 0 9749137 Y65/G01 F 398,000.00 ZZ 180 396,557.06 1 5.3750 3225.65 73 5.1250 3225.65 HOLLIS NH 03049 5 12/13/04 00 0438803264 05 02/01/05 0.0000 40236732 O 01/01/20 0 9749245 E82/G01 F 210,800.00 ZZ 180 210,035.75 1 5.3750 1708.46 57 5.1250 1708.46 CASTRO VALLEY CA 94552 2 12/21/04 00 0401063268 03 02/01/05 0.0000 0401063268 O 01/01/20 0 9749665 E22/G01 F 165,000.00 ZZ 180 164,389.11 1 5.1250 1315.58 39 4.8750 1315.58 LOS OSOS CA 93402 5 12/16/04 00 0422719385 05 02/01/05 0.0000 0422719385 O 01/01/20 0 9749687 E22/G01 F 125,000.00 ZZ 180 124,551.57 1 5.5000 1021.35 39 5.2500 1021.35 WEST SUFFIELD CT 06093 1 12/30/04 00 0422741264 05 02/01/05 0.0000 0422741264 O 01/01/20 0 9750657 E22/G01 F 650,000.00 ZZ 180 647,643.43 1 5.3750 5268.03 65 5.1250 5268.03 HOUSTON TX 77082 2 12/27/04 00 0422742924 03 02/01/05 0.0000 0422742924 O 01/01/20 0 9750807 E22/G01 F 111,680.00 ZZ 180 111,275.10 1 5.3750 905.13 80 5.1250 905.13 CROSBY TX 77532 1 12/30/04 00 0422890103 03 02/01/05 0.0000 0422890103 O 01/01/20 0 9750991 E82/G01 F 295,000.00 ZZ 180 293,930.48 1 5.3750 2390.87 67 5.1250 2390.87 SYKESVILLE MD 21784 2 12/22/04 00 0401061502 05 02/01/05 0.0000 0401061502 O 01/01/20 0 9751385 Y65/G01 F 1,000,000.00 T 180 996,374.52 1 5.3750 8104.65 62 5.1250 8104.65 INCLINE VILLAGNV 89451 1 12/07/04 00 0438801987 05 02/01/05 0.0000 40226887 O 01/01/20 0 9751449 E22/G01 F 650,000.00 ZZ 180 647,643.43 1 5.3750 5268.03 77 5.1250 5268.03 GARDNERVILLE NV 89410 1 12/01/04 00 0422260091 03 02/01/05 0.0000 0422260091 O 01/01/20 0 9751653 E22/G01 F 174,000.00 ZZ 180 173,349.02 1 5.0000 1375.98 67 4.7500 1375.98 FORT WASHINGTOMD 20744 5 12/28/04 00 0422912501 05 02/01/05 0.0000 0422912501 O 01/01/20 0 9755807 E82/G01 F 454,000.00 ZZ 180 452,388.39 1 5.6250 3739.74 75 5.3750 3739.74 VENTURA CA 93004 5 12/21/04 00 0401031398 05 02/01/05 0.0000 0401031398 O 01/01/20 0 9757293 E22/G01 F 45,550.00 ZZ 180 45,550.00 1 5.7500 378.25 46 5.5000 378.25 HOUSTON TX 77037 2 12/30/04 00 0422604272 05 03/01/05 0.0000 0422604272 O 02/01/20 0 9757413 E22/G01 F 138,000.00 ZZ 180 137,510.13 1 5.6250 1136.75 38 5.3750 1136.75 CARTERSVILLE GA 30120 5 12/23/04 00 0422822601 05 02/01/05 0.0000 0422822601 O 01/01/20 0 9757855 M27/G01 F 499,950.00 T 180 498,137.44 1 5.3750 4051.92 68 5.1250 4051.92 SUMMERFIELD NC 27358 1 01/04/05 00 0438814378 05 02/01/05 0.0000 0100251507 O 01/01/20 0 9757863 U05/G01 F 404,600.00 ZZ 180 403,148.50 1 5.5000 3305.92 64 5.2500 3305.92 BELLVILLE TX 77418 2 12/07/04 00 0438820037 05 02/01/05 0.0000 3000681039 O 01/01/20 0 9757891 U05/G01 F 515,000.00 ZZ 180 513,132.87 1 5.3750 4173.90 71 5.1250 4173.90 TRUMBULL CT 06611 2 12/08/04 00 0438822710 05 02/01/05 0.0000 3000689047 O 01/01/20 0 9758187 L46/L46 F 603,250.00 ZZ 180 600,945.59 1 4.7500 4692.27 70 4.5000 4692.27 FRISCO TX 75034 1 12/10/04 00 0001055227 03 02/01/05 0.0000 0001055227 O 01/01/20 0 9758191 J53/J53 F 900,000.00 ZZ 180 894,031.25 1 5.3750 7294.19 79 5.1250 7294.19 WICHITA FALLS TX 76309 2 12/22/04 00 THOTA11234420 05 02/01/05 0.0000 THOTA11234420 O 01/01/20 0 9758223 E33/G01 F 922,000.00 ZZ 180 922,000.00 1 5.2500 7411.76 26 5.0000 7411.76 LAKE FOREST IL 60045 2 01/03/05 00 0438832313 05 03/01/05 0.0000 85293 O 02/01/20 0 9758321 196/G01 F 450,700.00 ZZ 180 449,013.81 1 5.0000 3564.11 80 4.7500 3564.11 ANN ARBOR MI 48105 2 12/08/04 00 0438836637 01 02/01/05 0.0000 2328825 O 01/01/20 0 9758687 E82/G01 F 346,900.00 ZZ 180 345,615.63 1 5.1250 2765.92 59 4.8750 2765.92 HUNTINGDON VALPA 19006 2 12/28/04 00 0401051651 05 02/01/05 0.0000 0401051651 O 01/01/20 0 9758845 H81/G01 F 448,000.00 ZZ 180 446,323.91 1 5.0000 3542.76 79 4.7500 3542.76 ARVADA CO 80007 2 12/29/04 00 0438836447 03 02/01/05 0.0000 45040315 O 01/01/20 0 9759703 E22/G01 F 456,000.00 ZZ 180 456,000.00 1 5.3750 3695.72 80 5.1250 3695.72 SALT LAKE CITYUT 84108 1 01/04/05 00 0422731828 05 03/01/05 0.0000 0422731828 O 02/01/20 0 9759885 E22/G01 F 500,000.00 ZZ 180 498,129.36 1 5.0000 3953.97 65 4.7500 3953.97 GLENVIEW IL 60025 2 01/03/05 00 0422941351 03 02/01/05 0.0000 0422941351 O 01/01/20 0 9760991 550/550 F 1,097,995.00 ZZ 180 1,097,995.00 1 5.1000 8740.18 26 4.8500 8740.18 NEW YORK NY 10128 2 01/04/05 00 120747535 05 03/01/05 0.0000 120747535 O 02/01/20 0 9762129 E22/G01 F 820,000.00 ZZ 180 820,000.00 1 5.2500 6591.80 64 5.0000 6591.80 BETHESDA MD 20817 5 01/05/05 00 0422443713 05 03/01/05 0.0000 0422443713 O 02/01/20 0 9762219 E22/G01 F 325,500.00 TX 180 325,500.00 1 5.5000 2659.61 67 5.2500 2659.61 DALLAS TX 75209 5 01/05/05 00 0422758045 05 03/01/05 0.0000 0422758045 O 02/01/20 0 9762645 E82/G01 F 325,000.00 ZZ 180 325,000.00 1 5.1250 2591.29 64 4.8750 2591.29 CENTER VALLEY PA 18034 2 01/06/05 00 0401061650 05 03/01/05 0.0000 0401061650 O 02/01/20 0 9764337 E22/G01 F 110,000.00 ZZ 180 110,000.00 1 5.7500 913.45 27 5.5000 913.45 BLOOMFIELD NJ 07003 5 01/06/05 00 0422626846 05 03/01/05 0.0000 0422626846 O 02/01/20 0 9765101 E44/G01 F 412,300.00 T 180 412,300.00 1 5.2500 3314.39 69 5.0000 3314.39 MOUNTAIN GREENUT 84050 2 01/07/05 00 0438876567 05 03/01/05 0.0000 58040134 O 02/01/20 0 9765389 E22/G01 F 65,000.00 ZZ 180 65,000.00 1 5.6250 535.43 27 5.3750 535.43 VENICE FL 34293 2 12/30/04 00 0422737775 05 03/01/05 0.0000 0422737775 O 02/01/20 0 9765605 E22/G01 F 606,600.00 ZZ 180 606,600.00 1 5.2500 4876.32 50 5.0000 4876.32 SAN CARLOS CA 94070 2 01/04/05 00 0422941146 05 03/01/05 0.0000 0422941146 O 02/01/20 0 9765719 E82/G01 F 339,300.00 ZZ 180 339,300.00 1 5.2500 2727.56 68 5.0000 2727.56 ROSWELL GA 30075 2 01/10/05 00 0401060777 03 03/01/05 0.0000 0401060777 O 02/01/20 0 9765731 E82/G01 F 466,900.00 ZZ 180 466,900.00 1 5.3750 3784.06 48 5.1250 3784.06 SOUTH PASADENACA 91030 2 01/07/05 00 0401057013 05 03/01/05 0.0000 0401057013 O 02/01/20 0 9766043 E82/G01 F 325,000.00 ZZ 180 325,000.00 1 5.3750 2634.01 44 5.1250 2634.01 STOCKTON CA 95212 2 01/07/05 00 0401059050 05 03/01/05 0.0000 0401059050 O 02/01/20 0 9766265 E33/G01 F 500,000.00 ZZ 180 500,000.00 1 5.2500 4019.39 67 5.0000 4019.39 HIGHLAND PARK IL 60035 2 01/07/05 00 0438859530 05 03/01/05 0.0000 85296 O 02/01/20 0 9766411 Y69/G01 F 540,000.00 ZZ 180 538,021.56 1 5.2500 4340.94 50 5.0000 4340.94 PLEASANTON CA 94566 5 12/23/04 00 0438852337 05 02/01/05 0.0000 1040021973 O 01/01/20 0 9766751 E82/G01 F 374,000.00 ZZ 180 374,000.00 1 5.2500 3006.51 52 5.0000 3006.51 BIRMINGHAM MI 48009 2 01/12/05 00 0401055231 05 03/01/05 0.0000 0401055231 O 02/01/20 0 9771969 550/550 F 500,000.00 ZZ 180 500,000.00 1 5.1500 3993.15 15 4.9000 3993.15 PORTOLA VALLEYCA 94028 1 01/10/05 00 120749804 05 03/01/05 0.0000 120749804 O 02/01/20 0 9773721 E22/G01 F 58,000.00 ZZ 120 58,000.00 1 5.7500 636.66 61 5.5000 636.66 HURST TX 76053 2 01/11/05 00 0423000520 05 03/01/05 0.0000 0423000520 O 02/01/15 0 9774877 F28/G01 F 940,000.00 ZZ 180 936,556.04 1 5.2500 7556.46 65 5.0000 7556.46 HIGHLAND PARK IL 60035 5 12/10/04 00 0438865438 05 02/01/05 0.0000 2549415 O 01/01/20 0 9775871 F28/G01 F 645,000.00 ZZ 180 640,263.38 1 5.2500 5185.02 52 5.0000 5185.02 SHOREVIEW MN 55126 5 11/17/04 00 0438865552 05 01/01/05 0.0000 2595170 O 12/01/19 0 9777129 F28/G01 F 510,000.00 ZZ 180 506,175.95 1 5.0000 4033.05 37 4.7500 4033.05 LOS ALTOS CA 94024 2 11/30/04 00 0438865222 05 01/01/05 0.0000 2576865 O 12/01/19 0 9777671 E22/G01 F 430,950.00 ZZ 180 430,950.00 1 5.3750 3492.70 65 5.1250 3492.70 ALEXANDRIA VA 22308 5 01/14/05 00 0422816207 05 03/01/05 0.0000 0422816207 O 02/01/20 0 9778007 E82/G01 F 336,200.00 ZZ 180 336,200.00 1 5.1250 2680.59 49 4.8750 2680.59 SUNNYVALE CA 94087 2 01/14/05 00 0401063565 05 03/01/05 0.0000 0401063565 O 02/01/20 0 9782357 550/550 F 650,000.00 ZZ 180 650,000.00 1 5.2000 5208.14 27 4.9500 5208.14 LOS ALTOS HILLCA 94022 2 01/11/05 00 120749481 05 03/01/05 0.0000 120749481 O 02/01/20 0 9783205 E82/G01 F 335,400.00 ZZ 180 335,400.00 1 4.8750 2630.52 68 4.6250 2630.52 DELTA UT 84624 2 01/21/05 00 0401060801 05 03/01/05 0.0000 0401060801 O 02/01/20 0 9783963 E22/G01 F 29,400.00 ZZ 120 29,400.00 1 5.7500 322.72 80 5.5000 322.72 MIFFLIN PA 17059 1 01/25/05 00 0422771881 07 03/01/05 0.0000 0422771881 O 02/01/15 0 9784089 E22/G01 F 73,875.00 T 180 73,875.00 1 5.7500 613.47 79 5.5000 613.47 GATLINBURG TN 37738 1 01/25/05 00 0422973446 08 03/01/05 0.0000 0422973446 O 02/01/20 0 9784233 E22/G01 F 260,000.00 ZZ 180 260,000.00 1 5.5000 2124.42 62 5.2500 2124.42 LONGMONT CO 80503 5 01/20/05 00 0423087964 03 03/01/05 0.0000 0423087964 O 02/01/20 0 9784287 E82/G01 F 470,500.00 ZZ 180 470,500.00 1 5.6250 3875.66 51 5.3750 3875.66 GLENDALE CA 91202 5 01/20/05 00 0401061932 05 03/01/05 0.0000 0401061932 O 02/01/20 0 9785991 E33/G01 F 702,700.00 ZZ 180 702,700.00 1 5.1250 5602.77 40 4.8750 5602.77 CHICAGO IL 60611 2 01/24/05 00 0438893752 06 03/01/05 0.0000 85308 O 02/01/20 0 9786257 E22/G01 F 180,000.00 ZZ 180 180,000.00 1 5.5000 1470.75 55 5.2500 1470.75 LA PUENTE CA 91744 5 01/21/05 00 0422988550 05 03/01/05 0.0000 0422988550 O 02/01/20 0 9786343 E22/G01 F 298,400.00 ZZ 180 298,400.00 1 5.0000 2359.73 80 4.7500 2359.73 MIAMI FL 33174 1 01/27/05 00 0422912055 05 03/01/05 0.0000 0422912055 O 02/01/20 0 9787441 E22/G01 F 60,000.00 ZZ 180 60,000.00 1 5.7500 498.25 56 5.5000 498.25 CARLISLE PA 17013 5 01/24/05 00 0422576850 05 03/01/05 0.0000 0422576850 O 02/01/20 0 9787593 E22/G01 F 109,000.00 ZZ 120 109,000.00 1 5.3750 1176.20 51 5.1250 1176.20 STERLING HTS MI 48310 2 01/24/05 00 0422941500 05 03/01/05 0.0000 0422941500 O 02/01/15 0 9787775 E22/G01 F 415,000.00 ZZ 180 415,000.00 1 5.0000 3281.79 72 4.7500 3281.79 O'FALLON MO 63366 2 01/24/05 00 0423040161 05 03/01/05 0.0000 0423040161 O 02/01/20 0 9789109 F01/G01 F 646,000.00 ZZ 180 646,000.00 1 5.2500 5193.05 32 5.0000 5193.05 SAN DIEGO CA 92130 2 01/11/05 00 0438910135 05 03/01/05 0.0000 12042025 O 02/01/20 0 9789471 E22/G01 F 413,000.00 ZZ 180 413,000.00 1 5.2500 3320.01 65 5.0000 3320.01 GRANADA HILLS CA 91344 2 01/25/05 00 0423085745 05 03/01/05 0.0000 0423085745 O 02/01/20 0 9789675 E22/G01 F 529,500.00 ZZ 180 529,500.00 1 5.2500 4256.53 60 5.0000 4256.53 WADING RIVER NY 11792 2 01/24/05 00 0422796334 05 03/01/05 0.0000 0422796334 O 02/01/20 0 9790475 253/253 F 750,000.00 TX 180 750,000.00 1 5.3750 6078.49 64 5.1250 6078.49 HIGHLAND PARK TX 75205 5 01/24/05 00 378184 05 03/01/05 0.0000 378184 O 02/01/20 0 9790533 313/G01 F 592,000.00 ZZ 180 592,000.00 1 5.0000 4681.50 80 4.7500 4681.50 GILBERT AZ 85297 1 01/21/05 00 0438896185 03 03/01/05 0.0000 0010502094 O 02/01/20 0 9794911 253/253 F 500,000.00 ZZ 180 500,000.00 1 4.7500 3889.16 59 4.5000 3889.16 COLUMBIA MD 21044 1 01/28/05 00 376223 05 03/01/05 0.0000 376223 O 02/01/20 0 9796325 E22/G01 F 500,000.00 T 180 500,000.00 1 5.2500 4019.39 56 5.0000 4019.39 KALISPELL MT 59901 1 01/28/05 00 0422715292 05 03/01/05 0.0000 0422715292 O 02/01/20 0 Total Number of Loans 431 Total Original Balance 205,867,941.00 Total Principal Balance 203,320,667.21 Total Original P+I 1,660,758.94 Total Current P+I 1,660,758.94 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 8446786 0.2500 311300.18 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 8471848 0.2500 304095.91 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 8485858 0.2500 567456.30 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 8486928 0.2500 335497.18 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 8554324 0.2500 358212.94 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 8555568 0.2500 324208.40 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 8555622 0.2500 368940.77 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 8733220 0.2500 342388.42 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9183749 0.2500 71138.78 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 4.7500 1.0450 9444525 0.2500 670540.29 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 4.7500 0.7950 9504548 0.2500 327721.36 0.0800 5.6250 0.0000 5.3750 0.0000 5.2950 4.7500 0.5450 9512077 0.2500 354887.93 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9539711 0.2500 80898.32 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 9539949 0.2500 147284.58 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 9539957 0.2500 586434.52 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9540680 0.2500 455026.53 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 9542120 0.2500 558821.68 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9542134 0.2500 489144.51 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9542136 0.2500 485366.22 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9542146 0.2500 596343.19 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9542156 0.2500 608139.91 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9554430 0.2500 588645.27 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9558114 0.2500 502602.95 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9558116 0.2500 752316.41 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9564631 0.2500 483821.19 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9568469 0.2500 276425.90 0.0800 5.7500 0.0000 5.5000 0.0000 5.4200 4.7500 0.6700 9570709 0.2500 954215.72 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 4.7500 0.9200 9570713 0.2500 383810.71 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 4.7500 0.9200 9575369 0.2500 260154.41 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 4.7500 0.7950 9578144 0.2500 978182.41 0.0300 4.8750 0.0000 4.6250 0.0000 4.5950 4.5950 0.0000 9578146 0.2500 590584.77 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9578148 0.2500 361492.83 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9578150 0.2500 453345.93 0.0300 4.7500 0.0000 4.5000 0.0000 4.4700 4.4700 0.0000 9578152 0.2500 545876.04 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9578154 0.2500 428318.44 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 9578156 0.2500 532063.85 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9578158 0.2500 433114.28 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9578160 0.2500 197814.95 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9578162 0.2500 452616.86 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9578164 0.2500 521104.22 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9578166 0.2500 437972.05 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9578168 0.2500 407935.77 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9578170 0.2500 987616.55 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9578172 0.2500 403514.84 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9578174 0.2500 445083.66 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9578176 0.2500 697728.82 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9578178 0.2500 476400.90 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9578180 0.2500 372303.21 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 9578184 0.2500 368218.20 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9578186 0.2500 456792.96 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9578188 0.2500 932878.26 0.0300 4.8750 0.0000 4.6250 0.0000 4.5950 4.5950 0.0000 9578190 0.2500 362619.82 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9578192 0.2500 519177.73 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9578194 0.2500 444815.59 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9578196 0.2500 618424.95 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9578198 0.2500 1935529.81 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9578200 0.2500 662393.50 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9578202 0.2500 694805.61 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9578204 0.2500 347056.07 0.0800 5.2500 0.0000 5.0000 0.0000 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5.6250 0.0000 5.3750 0.0000 5.2950 4.7500 0.5450 9757855 0.2500 498137.44 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9757863 0.2500 403148.50 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 9757891 0.2500 513132.87 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9758187 0.2500 600945.59 0.0300 4.7500 0.0000 4.5000 0.0000 4.4700 4.4700 0.0000 9758191 0.2500 894031.25 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9758223 0.2500 922000.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9758321 0.2500 449013.81 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9758687 0.2500 345615.63 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9758845 0.2500 446323.91 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9759703 0.2500 456000.00 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9759885 0.2500 498129.36 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9760991 0.2500 1097995.00 0.0800 5.1000 0.0000 4.8500 0.0000 4.7700 4.7500 0.0200 9762129 0.2500 820000.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9762219 0.2500 325500.00 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 9762645 0.2500 325000.00 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9764337 0.2500 110000.00 0.0800 5.7500 0.0000 5.5000 0.0000 5.4200 4.7500 0.6700 9765101 0.2500 412300.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9765389 0.2500 65000.00 0.0800 5.6250 0.0000 5.3750 0.0000 5.2950 4.7500 0.5450 9765605 0.2500 606600.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9765719 0.2500 339300.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9765731 0.2500 466900.00 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9766043 0.2500 325000.00 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9766265 0.2500 500000.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9766411 0.2500 538021.56 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9766751 0.2500 374000.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9771969 0.2500 500000.00 0.0800 5.1500 0.0000 4.9000 0.0000 4.8200 4.7500 0.0700 9773721 0.2500 58000.00 0.0800 5.7500 0.0000 5.5000 0.0000 5.4200 4.7500 0.6700 9774877 0.2500 936556.04 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9775871 0.2500 640263.38 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9777129 0.2500 506175.95 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9777671 0.2500 430950.00 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9778007 0.2500 336200.00 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9782357 0.2500 650000.00 0.0800 5.2000 0.0000 4.9500 0.0000 4.8700 4.7500 0.1200 9783205 0.2500 335400.00 0.0300 4.8750 0.0000 4.6250 0.0000 4.5950 4.5950 0.0000 9783963 0.2500 29400.00 0.0800 5.7500 0.0000 5.5000 0.0000 5.4200 4.7500 0.6700 9784089 0.2500 73875.00 0.0800 5.7500 0.0000 5.5000 0.0000 5.4200 4.7500 0.6700 9784233 0.2500 260000.00 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 9784287 0.2500 470500.00 0.0800 5.6250 0.0000 5.3750 0.0000 5.2950 4.7500 0.5450 9785991 0.2500 702700.00 0.0800 5.1250 0.0000 4.8750 0.0000 4.7950 4.7500 0.0450 9786257 0.2500 180000.00 0.0800 5.5000 0.0000 5.2500 0.0000 5.1700 4.7500 0.4200 9786343 0.2500 298400.00 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9787441 0.2500 60000.00 0.0800 5.7500 0.0000 5.5000 0.0000 5.4200 4.7500 0.6700 9787593 0.2500 109000.00 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9787775 0.2500 415000.00 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9789109 0.2500 646000.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9789471 0.2500 413000.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9789675 0.2500 529500.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 9790475 0.2500 750000.00 0.0800 5.3750 0.0000 5.1250 0.0000 5.0450 4.7500 0.2950 9790533 0.2500 592000.00 0.0300 5.0000 0.0000 4.7500 0.0000 4.7200 4.7200 0.0000 9794911 0.2500 500000.00 0.0300 4.7500 0.0000 4.5000 0.0000 4.4700 4.4700 0.0000 9796325 0.2500 500000.00 0.0800 5.2500 0.0000 5.0000 0.0000 4.9200 4.7500 0.1700 Total Number of Loans: 431 Total Original Balance: 205,867,941.00 Total Principal Balance: 203,320,667.21 Total Original P+I: 1,660,758.94 Total Current P+I: 1,660,758.94 EXHIBIT TWO MORTGAGE LOAN SCHEDULE FOR LOAN GROUP II (Available Upon Request) 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 # 8371316 N16/G01 F 359,000.00 ZZ 360 350,189.72 1 5.7500 2095.03 63 5.5000 2095.03 WEST HILL CA 91307 2 05/19/03 00 0435916267 05 06/29/03 0.0000 N16 O 05/29/33 0 9159948 E82/G01 F 309,000.00 ZZ 360 305,353.00 1 5.8750 1827.85 80 5.6250 1827.85 FALLS CHURCH VA 22046 2 02/25/04 00 0400947495 03 04/01/04 0.0000 0400947495 O 03/01/34 0 9465633 E22/G01 F 124,400.00 ZZ 360 123,831.59 1 6.5000 786.29 80 6.2500 786.29 KAUFMAN TX 75142 1 08/11/04 00 0421461732 05 10/01/04 0.0000 0421461732 O 09/01/34 0 9558086 Y21/G01 F 787,500.00 ZZ 360 785,870.94 1 6.0000 4721.47 80 5.7500 4721.47 PACIFICA CA 94044 2 11/01/04 00 0438742348 05 01/01/05 0.0000 204771145 O 12/01/34 0 9562910 696/G01 F 534,000.00 ZZ 360 534,000.00 1 5.5000 2447.50 80 5.2500 2447.50 BETHESDA MD 20816 1 11/29/04 00 0438679847 05 01/01/05 0.0000 31104145 O 12/01/34 0 9562971 E82/G01 F 229,250.00 ZZ 360 228,372.62 1 6.2500 1411.53 66 6.0000 1411.53 ROSEVILLE CA 95678 2 09/08/04 00 0401019500 05 11/01/04 0.0000 0401019500 O 10/01/34 0 9586108 N16/G01 F 200,000.00 ZZ 360 200,000.00 1 5.5000 916.67 37 5.2500 916.67 CORONA CA 92883 1 12/10/04 00 0438766644 03 01/14/05 0.0000 N16 O 12/14/34 0 9588708 696/G01 F 815,500.00 ZZ 360 815,500.00 1 5.8750 3992.55 70 5.6250 3992.55 MCLEAN VA 22101 1 12/13/04 00 0438753212 05 02/01/05 0.0000 23604153 O 01/01/35 0 9589892 696/G01 F 1,000,000.00 ZZ 360 1,000,000.00 1 5.7500 4791.67 69 5.5000 4791.67 GREAT FALLS VA 22066 2 12/09/04 00 0438768046 05 02/01/05 0.0000 10004122 O 01/01/35 0 9592411 E82/G01 F 294,500.00 ZZ 360 293,346.28 1 6.1250 1789.41 79 5.8750 1789.41 MANTECA CA 95337 2 09/22/04 00 0401022843 05 11/01/04 0.0000 0401022843 O 10/01/34 0 9594460 956/956 F 376,000.00 ZZ 360 375,588.44 1 5.5000 2134.89 47 5.2500 2134.89 VACAVILLE CA 95688 5 12/09/04 00 814110058 05 02/01/05 0.0000 814110058 O 01/01/35 0 9594480 956/956 F 484,000.00 ZZ 360 483,494.68 1 5.7500 2824.49 76 5.5000 2824.49 TOWNSHIP OF CAMI 49301 2 12/13/04 00 914110117 01 02/01/05 0.0000 914110117 O 01/01/35 0 9594496 956/956 F 425,000.00 ZZ 360 424,067.50 1 5.5000 2413.10 76 5.2500 2413.10 PARK RIDGE IL 60068 1 11/22/04 00 1114110072 09 01/01/05 0.0000 1114110072 O 12/01/34 0 9594524 956/956 F 424,000.00 ZZ 360 423,112.52 1 5.7500 2474.35 56 5.5000 2474.35 ANAHEIM CA 92807 5 11/23/04 00 1114110642 03 01/01/05 0.0000 1114110642 O 12/01/34 0 9594528 956/956 F 1,700,000.00 ZZ 360 1,686,208.07 1 5.8750 10056.10 59 5.6250 10056.10 PORTLAND OR 97219 2 12/10/04 00 1314110045 05 02/01/05 0.0000 1314110045 O 01/01/35 0 9594536 956/956 F 543,800.00 ZZ 360 543,218.64 1 5.6250 3130.42 70 5.3750 3130.42 SAN DIEGO CA 92127 5 12/03/04 00 1514110032 03 02/01/05 0.0000 1514110032 O 01/01/35 0 9594540 956/956 F 283,500.00 ZZ 360 283,204.01 1 5.7500 1654.43 54 5.5000 1654.43 SAN DIEGO CA 92115 2 12/10/04 00 1514110050 05 02/01/05 0.0000 1514110050 O 01/01/35 0 9594544 956/956 F 170,000.00 ZZ 360 169,826.68 1 5.8750 1005.61 40 5.6250 1005.61 CARLSBAD CA 92009 5 12/05/04 00 1514110064 01 02/01/05 0.0000 1514110064 O 01/01/35 0 9594556 956/956 F 450,000.00 ZZ 360 449,518.93 1 5.6250 2590.45 53 5.3750 2590.45 SEATTLE WA 98177 5 12/10/04 00 1714110062 05 02/01/05 0.0000 1714110062 O 01/01/35 0 9594566 956/956 F 583,000.00 ZZ 360 582,346.72 1 5.3750 3264.63 53 5.1250 3264.63 LOS GATOS CA 95032 2 12/08/04 00 1814110213 05 02/01/05 0.0000 1814110213 O 01/01/35 0 9594608 956/956 F 500,000.00 ZZ 360 498,953.44 1 5.7500 2917.86 46 5.5000 2917.86 OJAI CA 93023 5 11/29/04 00 2914110032 05 01/01/05 0.0000 2914110032 O 12/01/34 0 9594642 956/956 F 390,000.00 ZZ 360 389,573.12 1 5.5000 2214.38 71 5.2500 2214.38 HENDERSON NV 89074 5 12/02/04 00 3714110046 03 02/01/05 0.0000 3714110046 O 01/01/35 0 9594646 956/956 F 335,000.00 ZZ 360 334,615.75 1 5.2500 1849.88 62 5.0000 1849.88 WAYNE PA 19087 5 12/01/04 00 3814110042 05 02/01/05 0.0000 3814110042 O 01/01/35 0 9594648 956/956 F 208,000.00 ZZ 360 207,772.33 1 5.5000 1181.00 62 5.2500 1181.00 WILMINGTON NC 28409 2 12/08/04 00 3914110091 05 02/01/05 0.0000 3914110091 O 01/01/35 0 9594658 956/956 F 393,000.00 ZZ 360 392,559.62 1 5.3750 2200.69 69 5.1250 2200.69 BOWIE MD 20720 5 12/09/04 00 4414110089 03 02/01/05 0.0000 4414110089 O 01/01/35 0 9594668 956/956 F 430,000.00 ZZ 360 429,056.53 1 5.5000 2441.49 51 5.2500 2441.49 ELK GROVE CA 95758 2 11/29/04 00 4514110041 05 01/01/05 0.0000 4514110041 O 12/01/34 0 9594686 956/956 F 445,000.00 ZZ 360 444,000.49 1 5.3750 2491.87 60 5.1250 2491.87 ESTES PARK CO 80517 5 11/29/04 00 5414110085 05 01/01/05 0.0000 5414110085 O 12/01/34 0 9594700 956/956 F 330,000.00 ZZ 360 329,655.46 1 5.7500 1925.79 51 5.5000 1925.79 SAN FRANCISCO CA 94116 1 12/07/04 00 114110050 05 02/01/05 0.0000 114110050 O 01/01/35 0 9594702 956/956 F 400,000.00 ZZ 360 399,582.38 1 5.7500 2334.29 80 5.5000 2334.29 PLEASANT HILL CA 94523 2 12/08/04 00 214110027 09 02/01/05 0.0000 214110027 O 01/01/35 0 9594730 956/956 F 387,000.00 ZZ 360 386,189.96 1 5.7500 2258.43 41 5.5000 2258.43 RANCHO SANTA MCA 92688 5 11/17/04 00 614100101 03 01/01/05 0.0000 614100101 O 12/01/34 0 9594736 956/956 F 359,900.00 ZZ 360 359,128.54 1 5.6250 2071.79 60 5.3750 2071.79 BREA CA 92823 1 11/15/04 00 614110035 03 01/01/05 0.0000 614110035 O 12/01/34 0 9594740 956/956 F 599,250.00 ZZ 360 598,562.64 1 5.2500 3309.08 75 5.0000 3309.08 NORCO CA 92860 1 12/09/04 00 614120007 05 02/01/05 0.0000 614120007 O 01/01/35 0 9594744 956/956 F 430,000.00 ZZ 360 424,033.61 1 5.5000 2441.49 61 5.2500 2441.49 FREMONT CA 94539 1 11/23/04 00 714100043 09 01/01/05 0.0000 714100043 O 12/01/34 0 9594756 956/956 F 465,000.00 ZZ 360 463,955.55 1 5.3750 2603.87 66 5.1250 2603.87 SAN MATEO CA 94403 2 11/30/04 00 714110097 05 01/01/05 0.0000 714110097 O 12/01/34 0 9595375 X84/G01 F 311,500.00 ZZ 360 310,230.52 1 6.2500 1917.96 73 6.0000 1917.96 BALTIMORE MD 21231 2 09/23/04 00 0438485054 07 11/01/04 0.0000 1 O 10/01/34 0 9602753 E82/G01 F 272,000.00 ZZ 360 271,183.60 1 6.0000 1630.78 80 5.7500 1630.78 CHARLTON MA 01507 2 09/30/04 00 0401033048 05 12/01/04 0.0000 0401033048 O 11/01/34 0 9603642 Y21/G01 F 370,000.00 ZZ 360 369,622.77 1 5.8750 2188.69 59 5.6250 2188.69 NEWCASTLE CA 95658 5 12/02/04 00 0438814253 05 02/01/05 0.0000 204838843 O 01/01/35 0 9607074 Y21/G01 F 444,500.00 ZZ 360 444,024.79 1 5.6250 2558.80 70 5.3750 2558.80 CORONA CA 92883 5 12/01/04 00 0438852568 03 02/01/05 0.0000 204783275 O 01/01/35 0 9607076 Y21/G01 F 575,000.00 ZZ 360 574,399.66 1 5.7500 3355.55 54 5.5000 3355.55 WESTON CT 06883 1 12/15/04 00 0438858250 05 02/01/05 0.0000 204783828 O 01/01/35 0 9607078 Y21/G01 F 514,000.00 ZZ 360 513,488.31 1 6.0000 3081.69 80 5.7500 3081.69 BLAINE MN 55449 1 12/15/04 00 0438858078 03 02/01/05 0.0000 204796598 O 01/01/35 0 9607080 Y21/G01 F 396,000.00 ZZ 360 395,576.65 1 5.6250 2279.60 44 5.3750 2279.60 MONTCLAIR NJ 07042 5 12/14/04 00 0438862880 05 02/01/05 0.0000 204797870 O 01/01/35 0 9607084 Y21/G01 F 492,000.00 ZZ 360 491,510.21 1 6.0000 2949.79 80 5.7500 2949.79 NORTH ANDOVER MA 01845 1 12/20/04 00 0438852956 05 02/01/05 0.0000 204840520 O 01/01/35 0 9607086 Y21/G01 F 649,900.00 ZZ 360 649,237.39 1 5.8750 3844.41 54 5.6250 3844.41 ALEXANDRIA VA 22314 5 12/10/04 00 0438858227 05 02/01/05 0.0000 204841674 O 01/01/35 0 9607088 Y21/G01 F 450,000.00 ZZ 360 449,562.63 1 6.1250 2734.25 78 5.8750 2734.25 HAVERHILL MA 01835 1 12/10/04 00 0438857740 05 02/01/05 0.0000 204848661 O 01/01/35 0 9607090 Y21/G01 F 375,000.00 ZZ 360 374,608.48 1 5.7500 2188.40 80 5.5000 2188.40 ERIE CO 80516 5 12/03/04 00 0438857633 03 02/01/05 0.0000 204848890 O 01/01/35 0 9607092 Y21/G01 F 474,000.00 ZZ 360 473,516.73 1 5.8750 2803.89 73 5.6250 2803.89 BOULDER CO 80301 1 12/14/04 00 0438860397 03 02/01/05 0.0000 204849225 O 01/01/35 0 9607096 Y21/G01 F 643,200.00 ZZ 360 642,528.45 1 5.7500 3753.55 50 5.5000 3753.55 YORBA LINDA CA 92886 5 12/17/04 00 0438853038 05 02/01/05 0.0000 204863864 O 01/01/35 0 9607098 Y21/G01 F 650,000.00 ZZ 360 649,271.64 1 5.3750 3639.82 73 5.1250 3639.82 ISSAQUAH WA 98029 1 12/13/04 00 0438858011 03 02/01/05 0.0000 204876036 O 01/01/35 0 9607100 Y21/G01 F 524,000.00 ZZ 360 523,452.90 1 5.7500 3057.93 80 5.5000 3057.93 VIRGINIA BEACHVA 23455 2 12/14/04 00 0438863318 03 02/01/05 0.0000 204879698 O 01/01/35 0 9607102 Y21/G01 F 410,000.00 ZZ 360 409,581.98 1 5.8750 2425.31 80 5.6250 2425.31 RIVERIDE CA 92508 5 12/17/04 00 0438862781 05 02/01/05 0.0000 204881757 O 01/01/35 0 9607104 Y21/G01 F 440,000.00 ZZ 360 439,518.39 1 5.5000 2498.28 80 5.2500 2498.28 APPLE VALLEY MN 55124 1 12/21/04 00 0438860355 05 02/01/05 0.0000 204897726 O 01/01/35 0 9607106 Y21/G01 F 475,000.00 ZZ 360 474,480.08 1 5.5000 2697.00 68 5.2500 2697.00 SEMINOLE FL 33777 5 12/17/04 00 0438852378 05 02/01/05 0.0000 204900255 O 01/01/35 0 9607108 Y21/G01 F 481,700.00 ZZ 360 481,208.88 1 5.8750 2849.44 75 5.6250 2849.44 BENICIA CA 94510 2 12/17/04 00 0438857567 05 02/01/05 0.0000 204900816 O 01/01/35 0 9608267 E82/G01 F 284,100.00 ZZ 360 283,267.38 1 6.1250 1726.22 33 5.8750 1726.22 ORANGE CA 92867 2 10/01/04 00 0401026430 03 12/01/04 0.0000 0401026430 O 11/01/34 0 9609402 696/G01 F 408,000.00 ZZ 360 408,000.00 1 5.7500 1955.00 80 5.5000 1955.00 FALLS CHURCH VA 22042 1 12/17/04 00 0438806945 05 02/01/05 0.0000 32604332 O 01/01/35 0 9612936 696/G01 F 482,600.00 ZZ 360 482,096.14 2 5.7500 2816.32 80 5.5000 2816.32 WASHINGTON DC 20001 1 12/23/04 00 0438817892 05 02/01/05 0.0000 21404162 O 01/01/35 0 9613076 E23/G01 F 456,000.00 ZZ 360 455,546.05 1 6.0000 2733.95 80 5.7500 2733.95 CLOVIS CA 93611 1 12/21/04 00 0438840290 05 02/01/05 0.0000 64006589 O 01/01/35 0 9613254 696/G01 F 565,000.00 ZZ 360 565,000.00 1 5.8750 3342.19 73 5.6250 3342.19 FAIRFAX VA 22031 2 01/07/05 00 0438833717 05 03/01/05 0.0000 10004134 O 02/01/35 0 9613266 696/G01 F 799,950.00 ZZ 360 799,950.00 1 5.7500 3833.09 80 5.5000 3833.09 GREAT FALLS VA 22066 1 01/10/05 00 0438833428 03 03/01/05 0.0000 25204163 O 02/01/35 0 9613270 696/G01 F 359,900.00 ZZ 360 359,900.00 1 5.7500 1724.52 80 5.5000 1724.52 STERLING VA 20165 1 01/07/05 00 0438832636 03 03/01/05 0.0000 24504441 O 02/01/35 0 9614314 696/G01 F 575,200.00 ZZ 360 575,200.00 1 5.7500 2756.17 80 5.5000 2756.17 BETHESDA MD 20817 1 01/10/05 00 0438841645 05 03/01/05 0.0000 32604310 O 02/01/35 0 9614328 696/G01 F 432,000.00 ZZ 360 431,527.15 1 5.5000 2452.85 80 5.2500 2452.85 ARLINGTON VA 22205 1 12/29/04 00 0438842130 05 02/01/05 0.0000 31204406 O 01/01/35 0 9615974 E23/G01 F 615,500.00 ZZ 360 615,500.00 1 5.8750 3640.91 79 5.6250 3640.91 HEALDSBURG CA 95448 2 01/01/05 00 0438839953 05 03/01/05 0.0000 62014403 O 02/01/35 0 9616326 696/G01 F 410,000.00 ZZ 360 410,000.00 1 6.0000 2050.00 67 5.7500 2050.00 PERRY HALL MD 21128 1 01/07/05 00 0438845604 03 02/01/05 0.0000 31804456 O 01/01/35 0 9618612 696/G01 F 1,000,000.00 ZZ 360 999,004.49 1 6.0000 5995.51 75 5.7500 5995.51 WASHINGTON DC 20016 1 12/28/04 00 0438862054 05 02/01/05 0.0000 25604341 O 01/01/35 0 9618618 696/G01 F 341,600.00 ZZ 360 341,243.35 1 5.7500 1993.48 80 5.5000 1993.48 KENSINGTON MD 20895 1 12/22/04 00 0438878688 05 02/01/05 0.0000 32604322 O 01/01/35 0 9618626 696/G01 F 969,600.00 ZZ 360 968,611.45 1 5.8750 5735.55 80 5.6250 5735.55 OAKTON VA 22124 2 12/09/04 00 0438911349 05 02/01/05 0.0000 10004124 O 01/01/35 0 9618630 696/G01 F 240,000.00 ZZ 360 240,000.00 1 5.8750 1175.00 80 5.6250 1175.00 CATLETT VA 20119 1 01/13/05 00 0438858888 05 03/01/05 0.0000 25504183 O 02/01/35 0 9618634 696/G01 F 1,000,000.00 ZZ 360 1,000,000.00 1 5.8750 4895.83 65 5.6250 4895.83 GREAT FALLS VA 22066 2 12/27/04 00 0438877110 03 02/01/05 0.0000 26304087 O 01/01/35 0 9618760 696/G01 F 971,850.00 ZZ 360 971,850.00 1 5.8750 4758.02 75 5.6250 4758.02 ARLINGTON VA 22213 1 01/14/05 00 0438874786 05 03/01/05 0.0000 40104635 O 02/01/35 0 9618766 696/G01 F 640,000.00 ZZ 360 640,000.00 1 5.7500 3066.67 80 5.5000 3066.67 GAITHERSBURG MD 20878 1 01/12/05 00 0438864902 03 03/01/05 0.0000 32704224 O 02/01/35 0 9620525 E82/G01 F 350,700.00 ZZ 360 349,244.39 1 6.0000 2102.62 74 5.7500 2102.62 WEST CHESTER PA 19382 2 10/12/04 00 0401025887 05 12/01/04 0.0000 0401025887 O 11/01/34 0 9621397 F01/G01 F 521,000.00 ZZ 360 521,000.00 1 5.5000 2387.92 38 5.2500 2387.92 ENCINITAS CA 92024 2 09/29/04 00 0438512303 05 11/01/04 0.0000 11040403 O 10/01/34 0 9629554 696/G01 F 392,000.00 ZZ 360 392,000.00 1 5.7500 2287.61 65 5.5000 2287.61 SILVER SPRING MD 20906 2 01/19/05 00 0438884090 05 03/01/05 0.0000 33005001 O 02/01/35 0 9630666 696/G01 F 604,000.00 ZZ 360 604,000.00 1 5.7500 2894.17 80 5.5000 2894.17 VIENNA VA 22182 1 01/21/05 00 0438888521 05 03/01/05 0.0000 23305001 O 02/01/35 0 9638944 696/G01 F 560,000.00 ZZ 360 559,429.06 1 5.8750 3312.61 75 5.6250 3312.61 WASHINGTON DC 20009 5 12/30/04 00 0438907420 07 02/01/05 0.0000 26404175 O 01/01/35 0 9639334 696/G01 F 599,200.00 ZZ 360 599,200.00 1 5.7500 3496.77 80 5.5000 3496.77 PURCELLVILLE VA 20132 1 01/31/05 00 0438909293 05 03/01/05 0.0000 50105005 O 02/01/35 0 9642149 E82/G01 F 250,500.00 ZZ 360 249,765.86 1 6.1250 1522.06 71 5.8750 1522.06 ALEXANDRIA VA 22315 2 10/22/04 00 0401027420 09 12/01/04 0.0000 0401027420 O 11/01/34 0 9645414 696/G01 F 372,000.00 ZZ 360 372,000.00 1 5.7500 2170.89 80 5.5000 2170.89 WASHINGTON DC 20011 1 02/04/05 00 0438918203 05 03/01/05 0.0000 32605011 O 02/01/35 0 9646059 E82/G01 F 348,000.00 ZZ 360 346,930.37 1 5.8750 2058.55 63 5.6250 2058.55 GRANADA HILLS CA 91344 2 10/22/04 00 0401035092 05 12/01/04 0.0000 0401035092 O 11/01/34 0 9646459 E22/G01 F 224,000.00 ZZ 360 223,295.03 1 5.7500 1307.20 80 5.5000 1307.20 WOODBRIDGE VA 22193 5 10/13/04 00 0422295832 05 12/01/04 0.0000 0422295832 O 11/01/34 0 9659535 E84/G01 F 346,800.00 ZZ 360 345,731.60 1 5.8750 2051.45 80 5.6250 2051.45 MESA AZ 85213 1 10/13/04 00 0438656209 03 12/01/04 0.0000 69946491 O 11/01/34 0 9659565 E84/G01 F 480,000.00 ZZ 360 479,800.00 1 5.7500 2300.00 80 5.5000 2300.00 SAN JOSE CA 95118 1 10/08/04 00 0438656100 05 12/01/04 0.0000 75016441 O 11/01/34 0 9659673 E84/G01 F 423,000.00 ZZ 360 420,972.15 1 6.2500 2604.49 90 6.0000 2604.49 LANCASTER CA 93536 1 08/24/04 11 0438648958 05 10/01/04 25.0000 11710178862 O 09/01/34 0 9659915 196/G01 F 259,600.00 ZZ 360 258,558.50 1 6.0000 1556.43 80 5.7500 1556.43 ANN ARBOR MI 48105 1 10/01/04 00 0438600769 01 11/01/04 0.0000 2326904 O 10/01/34 0 9661037 E82/G01 F 302,500.00 ZZ 360 301,881.66 1 5.8750 1789.40 71 5.6250 1789.40 FALLS CHURCH VA 22043 2 11/04/04 00 0401042676 05 01/01/05 0.0000 0401042676 O 12/01/34 0 9665295 E82/G01 F 210,000.00 ZZ 360 209,570.74 1 5.8750 1242.23 84 5.6250 1242.23 BAKERSFIELD CA 93308 2 11/03/04 04 0401034145 05 01/01/05 12.0000 0401034145 O 12/01/34 0 9667923 E82/G01 F 189,800.00 ZZ 360 189,410.02 1 5.8750 1122.74 75 5.6250 1122.74 TAMPA FL 33618 2 11/08/04 00 0401040407 03 01/01/05 0.0000 0401040407 O 12/01/34 0 9668667 Y69/G01 F 356,500.00 ZZ 360 355,771.27 1 5.8750 2108.84 79 5.6250 2108.84 LAKE WORTH FL 33467 1 11/01/04 00 0438624447 03 01/01/05 0.0000 5020018416 O 12/01/34 0 9672793 H58/G01 F 440,000.00 ZZ 360 440,000.00 1 5.6250 2062.50 53 5.3750 2062.50 LAGUNA NIGUEL CA 92677 1 09/29/04 00 0438627085 03 12/01/04 0.0000 0000252033 O 11/01/34 0 9672881 H58/G01 F 560,000.00 ZZ 360 550,752.70 1 5.6250 2625.00 70 5.3750 2625.00 EL CERRITO CA 94530 2 09/29/04 00 0438632697 05 11/01/04 0.0000 0000252990 O 10/01/34 0 9673273 L49/G01 F 351,150.00 ZZ 360 350,070.68 1 5.8750 2077.19 80 5.6250 2077.19 SANTA CLARITA CA 91355 1 10/28/04 00 0438634081 01 12/01/04 0.0000 10021291 O 11/01/34 0 9686359 253/253 F 380,000.00 ZZ 360 380,000.00 1 5.5000 1741.67 80 5.2500 1741.67 LITTLETON CO 80126 2 11/11/04 00 372171 05 01/01/05 0.0000 372171 O 12/01/34 0 9693049 E82/G01 F 182,000.00 ZZ 360 181,621.84 1 5.8750 1076.60 76 5.6250 1076.60 NEW ORLEANS LA 70122 2 11/19/04 00 0401047626 05 01/01/05 0.0000 0401047626 O 12/01/34 0 9693315 E82/G01 F 180,000.00 ZZ 360 179,632.06 1 5.8750 1064.77 67 5.6250 1064.77 TRAVERSE CITY MI 49684 2 11/18/04 00 0401046420 05 01/01/05 0.0000 0401046420 O 12/01/34 0 9693325 E82/G01 F 317,000.00 T 360 316,352.02 1 5.8750 1875.18 80 5.6250 1875.18 LAS VEGAS NV 89131 2 11/19/04 00 0401044557 03 01/01/05 0.0000 0401044557 O 12/01/34 0 9693329 E82/G01 F 181,000.00 ZZ 360 180,638.72 1 6.0000 1085.19 72 5.7500 1085.19 WARRENTON MO 63383 2 11/18/04 00 0401042452 05 01/01/05 0.0000 0401042452 O 12/01/34 0 9694137 E82/G01 F 257,300.00 ZZ 360 256,761.45 1 5.7500 1501.53 68 5.5000 1501.53 LAS VEGAS NV 89141 2 11/23/04 00 0401035944 03 01/01/05 0.0000 0401035944 O 12/01/34 0 9695503 313/G01 F 445,500.00 ZZ 360 444,130.67 1 5.8750 2635.31 80 5.6250 2635.31 DALLAS TX 75209 1 10/27/04 00 0438662843 05 12/01/04 0.0000 10382786 O 11/01/34 0 9696787 E22/G01 F 100,050.00 ZZ 360 100,050.00 1 5.8750 489.83 68 5.6250 489.83 SEATTLE WA 98103 1 11/20/04 00 0422586628 01 01/01/05 0.0000 0422586628 O 12/01/34 0 9697073 E82/G01 F 247,000.00 ZZ 360 246,492.09 1 5.8750 1461.10 57 5.6250 1461.10 MILL VALLEY CA 94941 2 11/19/04 00 0401047899 05 01/01/05 0.0000 0401047899 O 12/01/34 0 9704175 E22/G01 F 404,000.00 ZZ 360 404,000.00 1 5.6250 1893.75 80 5.3750 1893.75 BEAUX ARTS WA 98004 1 11/22/04 00 0422691451 05 01/01/05 0.0000 0422691451 O 12/01/34 0 9704205 E22/G01 F 80,000.00 ZZ 360 79,847.80 1 6.2500 492.57 75 6.0000 492.57 SLIDELL LA 70460 2 11/24/04 00 0422728691 05 01/01/05 0.0000 0422728691 O 12/01/34 0 9704291 E82/G01 F 358,300.00 ZZ 360 357,618.31 1 6.2500 2206.11 53 6.0000 2206.11 STEVENSON RANCCA 91381 2 11/19/04 00 0401030754 03 01/01/05 0.0000 0401030754 O 12/01/34 0 9704977 E82/G01 F 177,200.00 ZZ 360 176,837.78 1 5.8750 1048.21 74 5.6250 1048.21 MORENO VALLEY CA 92557 2 11/23/04 00 0401042239 05 01/01/05 0.0000 0401042239 O 12/01/34 0 9705249 E82/G01 F 370,700.00 ZZ 360 370,322.06 1 5.8750 2192.83 79 5.6250 2192.83 CHULA VISTA CA 91913 2 11/24/04 00 0401047303 03 02/01/05 0.0000 0401047303 O 01/01/35 0 9706897 E22/G01 F 380,000.00 ZZ 360 380,000.00 1 5.7500 1820.83 64 5.5000 1820.83 SAN LEANDRO CA 94577 1 11/29/04 00 0422712596 05 02/01/05 0.0000 0422712596 O 01/01/35 0 9708971 E82/G01 F 606,000.00 ZZ 360 605,382.15 1 5.8750 3584.72 63 5.6250 3584.72 RIVERSIDE CT 06878 2 11/30/04 00 0401032388 05 02/01/05 0.0000 0401032388 O 01/01/35 0 9709171 E82/G01 F 620,600.00 ZZ 360 619,982.19 1 6.0000 3720.81 52 5.7500 3720.81 CAMARILLO CA 93012 2 11/24/04 00 0401034244 05 02/01/05 0.0000 0401034244 O 01/01/35 0 9709353 253/253 F 213,600.00 ZZ 360 213,600.00 1 5.5000 979.00 80 5.2500 979.00 CENTENNIAL CO 80121 2 11/30/04 00 373910 05 01/01/05 0.0000 373910 O 12/01/34 0 9709781 E22/G01 F 445,000.00 ZZ 360 444,535.39 1 5.7500 2596.90 65 5.5000 2596.90 LONG BEACH CA 90807 1 11/30/04 00 0422515049 05 02/01/05 0.0000 0422515049 O 01/01/35 0 9709891 E22/G01 F 364,000.00 ZZ 360 363,637.64 1 6.0000 2182.36 54 5.7500 2182.36 PACIFIC GROVE CA 93950 2 11/22/04 00 0422594135 05 02/01/05 0.0000 0422594135 O 01/01/35 0 9709905 E22/G01 F 310,000.00 ZZ 360 310,000.00 1 5.8750 1517.71 64 5.6250 1517.71 LIVERMORE CA 94551 5 11/23/04 00 0422607721 05 02/01/05 0.0000 0422607721 O 01/01/35 0 9709941 E82/G01 F 340,000.00 ZZ 360 339,305.01 1 5.8750 2011.23 80 5.6250 2011.23 SACRAMENTO CA 95828 2 11/22/04 00 0401040985 05 01/01/05 0.0000 0401040985 O 12/01/34 0 9709943 E22/G01 F 399,000.00 ZZ 360 399,000.00 1 5.8750 1953.44 61 5.6250 1953.44 PLEASANTON CA 94566 5 11/22/04 00 0422641415 05 02/01/05 0.0000 0422641415 O 01/01/35 0 9709945 E82/G01 F 213,500.00 TX 360 213,297.43 1 6.2500 1314.55 78 6.0000 1314.55 DALLAS TX 75208 5 12/03/04 00 0401043005 05 02/01/05 0.0000 0401043005 O 01/01/35 0 9709965 E82/G01 F 471,850.00 ZZ 360 471,368.93 1 5.8750 2791.17 80 5.6250 2791.17 SAN DIEGO CA 92127 2 11/29/04 00 0401048814 03 02/01/05 0.0000 0401048814 O 01/01/35 0 9709977 E22/G01 F 287,960.00 ZZ 360 287,959.81 1 5.6250 1349.81 80 5.3750 1349.81 PUYALLUP WA 98387 1 12/01/04 00 0422657775 05 02/01/05 0.0000 0422657775 O 01/01/35 0 9710817 N16/G01 F 594,000.00 ZZ 360 592,014.96 1 5.6250 3419.40 30 5.3750 3419.40 SARATOGA CA 95070 2 11/30/04 00 0438705915 05 01/03/05 0.0000 397709498 O 12/03/34 0 9711721 E22/G01 F 78,000.00 TX 360 77,924.19 1 6.1250 473.94 56 5.8750 473.94 HURST TX 76054 5 12/02/04 00 0422373498 05 02/01/05 0.0000 0422373498 O 01/01/35 0 9711785 E22/G01 F 480,000.00 ZZ 360 479,449.42 1 5.2500 2650.58 33 5.0000 2650.58 RANCHO SANTA FCA 92067 2 12/01/04 00 0422491936 03 02/01/05 0.0000 0422491936 O 01/01/35 0 9711821 E22/G01 F 497,000.00 ZZ 360 496,493.29 1 5.8750 2939.94 53 5.6250 2939.94 SHARON MA 02067 5 12/02/04 00 0422529735 05 02/01/05 0.0000 0422529735 O 01/01/35 0 9711975 E22/G01 F 84,000.00 TX 360 83,916.38 1 6.0000 503.62 80 5.7500 503.62 SAN ANTONIO TX 78244 5 12/02/04 00 0422697995 03 02/01/05 0.0000 0422697995 O 01/01/35 0 9712117 E82/G01 F 445,000.00 ZZ 360 444,535.38 1 5.7500 2596.90 78 5.5000 2596.90 COLUMBUS NJ 08022 2 12/04/04 00 0401047253 05 02/01/05 0.0000 0401047253 O 01/01/35 0 9712307 L86/G01 F 1,000,000.00 ZZ 360 998,955.94 1 5.7500 5835.73 72 5.5000 5835.73 LONG BEACH CA 90803 2 11/29/04 00 0438728552 05 02/01/05 0.0000 10002667 O 01/01/35 0 9712827 E22/G01 F 585,000.00 ZZ 360 584,389.23 1 5.7500 3413.90 47 5.5000 3413.90 GLENVIEW IL 60025 2 12/03/04 00 0422167890 05 02/01/05 0.0000 0422167890 O 01/01/35 0 9712953 E22/G01 F 460,000.00 ZZ 360 459,519.73 1 5.7500 2684.44 57 5.5000 2684.44 SANTA BARBARA CA 93101 5 11/29/04 00 0422592659 05 02/01/05 0.0000 0422592659 O 01/01/35 0 9713035 E22/G01 F 297,000.00 ZZ 360 296,682.49 1 5.6250 1709.70 40 5.3750 1709.70 LANGLEY WA 98260 2 12/02/04 00 0422649814 05 02/01/05 0.0000 0422649814 O 01/01/35 0 9713103 E22/G01 F 360,700.00 ZZ 360 360,332.25 1 5.8750 2133.68 64 5.6250 2133.68 BRENTWOOD CA 94513 2 12/02/04 00 0422714097 05 02/01/05 0.0000 0422714097 O 01/01/35 0 9714649 E22/G01 F 460,000.00 ZZ 360 459,519.73 1 5.7500 2684.44 62 5.5000 2684.44 SAN DIEGO CA 92128 5 12/02/04 00 0422594747 03 02/01/05 0.0000 0422594747 O 01/01/35 0 9714679 E22/G01 F 333,000.00 ZZ 360 333,000.00 1 5.8750 1630.31 80 5.6250 1630.31 SANTA MARIA CA 93454 1 12/03/04 00 0422629683 05 02/01/05 0.0000 0422629683 O 01/01/35 0 9714727 E22/G01 F 389,000.00 ZZ 360 388,603.40 1 5.8750 2301.08 63 5.6250 2301.08 FALLBROOK CA 92028 5 12/01/04 00 0422709519 05 02/01/05 0.0000 0422709519 O 01/01/35 0 9717975 313/G01 F 1,000,000.00 ZZ 360 997,955.91 1 5.8750 5915.38 80 5.6250 5915.38 DELAFIELD WI 53072 1 12/02/04 00 0438718744 05 01/01/05 0.0000 0010445971 O 12/01/34 0 9720203 H58/G01 F 650,000.00 ZZ 360 650,000.00 1 5.8750 3182.29 56 5.6250 3182.29 OAKLAND CA 94610 2 11/16/04 00 0438729618 05 01/01/05 0.0000 259870 O 12/01/34 0 9720263 E82/G01 F 231,500.00 ZZ 360 231,263.98 1 5.8750 1369.41 65 5.6250 1369.41 CHICAGO IL 60634 2 12/10/04 00 0401045612 03 02/01/05 0.0000 0401045612 O 01/01/35 0 9720437 E22/G01 F 306,600.00 ZZ 360 306,279.90 1 5.7500 1789.23 64 5.5000 1789.23 INGLEWOOD CA 90305 5 12/07/04 00 0422632869 05 02/01/05 0.0000 0422632869 O 01/01/35 0 9720641 E22/G01 F 350,000.00 ZZ 360 349,643.16 1 5.8750 2070.38 56 5.6250 2070.38 ETIWANDA CA 91739 5 12/03/04 00 0422741629 05 02/01/05 0.0000 0422741629 O 01/01/35 0 9720739 H58/G01 F 742,000.00 ZZ 360 742,000.00 1 5.8750 3632.71 70 5.6250 3632.71 BERKELEY CA 94707 1 11/05/04 00 0438744690 05 01/01/05 0.0000 259275 O 12/01/34 0 9720747 H58/G01 F 488,000.00 ZZ 360 487,838.33 1 5.7500 2338.33 69 5.5000 2338.33 SAN RAFAEL CA 94903 2 11/01/04 00 0438730038 05 01/01/05 0.0000 0000258880 O 12/01/34 0 9721109 H58/G01 F 476,000.00 ZZ 360 476,000.00 1 5.6250 2231.25 68 5.3750 2231.25 MARTINEZ CA 94553 2 11/19/04 00 0438738239 05 01/01/05 0.0000 261436 O 12/01/34 0 9721111 H58/G01 F 621,600.00 ZZ 360 621,600.00 1 5.7500 2978.50 80 5.5000 2978.50 SEATTLE WA 98112 1 10/28/04 00 0438739229 05 12/01/04 0.0000 0000260125 O 11/01/34 0 9721849 H58/G01 F 511,200.00 ZZ 360 511,200.00 1 5.7500 2449.50 80 5.5000 2449.50 DEL REY OAKS CA 93940 1 10/28/04 00 0438732075 05 12/01/04 0.0000 256555 O 11/01/34 0 9721967 H58/G01 F 453,000.00 ZZ 360 452,074.02 1 5.8750 2679.67 61 5.6250 2679.67 MOUNTAIN VIEW CA 94040 2 11/05/04 00 0438733552 05 01/01/05 0.0000 258773 O 12/01/34 0 9721995 H58/G01 F 450,000.00 ZZ 360 450,000.00 1 5.5000 2062.50 70 5.2500 2062.50 OAKLAND CA 94611 1 11/02/04 00 0438745069 05 01/01/05 0.0000 259740 O 12/01/34 0 9722107 H58/G01 F 547,500.00 ZZ 360 547,500.00 1 5.7500 2623.44 78 5.5000 2623.44 SAN RAFAEL CA 94901 2 11/02/04 00 0438740631 05 01/01/05 0.0000 0000260403 O 12/01/34 0 9722283 E22/G01 F 196,016.00 ZZ 360 195,716.01 1 5.7500 1143.90 60 5.5000 1143.90 PEMBROKE PINESFL 33029 2 12/09/04 00 0422695460 03 02/01/05 0.0000 0422695460 O 01/01/35 0 9722311 E22/G01 F 794,400.00 ZZ 360 794,400.00 1 6.0000 3972.00 80 5.7500 3972.00 SUNNYVALE CA 94087 1 12/08/04 00 0422723387 05 02/01/05 0.0000 0422723387 O 01/01/35 0 9722529 E22/G01 F 1,500,000.00 ZZ 360 1,498,470.68 1 5.8750 8873.07 43 5.6250 8873.07 RANCHO SANTA FCA 92067 2 12/09/04 00 0422587592 05 02/01/05 0.0000 0422587592 O 01/01/35 0 9722603 E22/G01 F 151,500.00 ZZ 360 151,352.75 1 6.1250 920.53 71 5.8750 920.53 GOOCHLAND VA 23063 2 12/09/04 00 0422456434 05 02/01/05 0.0000 0422456434 O 01/01/35 0 9722615 E22/G01 F 150,000.00 ZZ 360 149,847.06 1 5.8750 887.31 67 5.6250 887.31 RIALTO CA 92376 5 12/02/04 00 0422488213 05 02/01/05 0.0000 0422488213 O 01/01/35 0 9724139 N74/G01 F 65,100.00 ZZ 240 64,825.75 1 6.2500 475.83 47 6.0000 475.83 MOUNT HOLLY NC 28120 5 11/30/04 00 0438741720 05 01/06/05 0.0000 0035581010 O 12/06/24 0 9724317 975/G01 F 172,000.00 ZZ 360 171,820.42 1 5.7500 1003.75 49 5.5000 1003.75 CERRITOS CA 90703 2 12/01/04 00 0438795684 01 02/01/05 0.0000 2044668 O 01/01/35 0 9724513 E82/G01 F 208,000.00 ZZ 360 207,787.93 1 5.8750 1230.40 93 5.6250 1230.40 TRENTON GA 30752 2 12/09/04 04 0401047410 05 02/01/05 30.0000 0401047410 O 01/01/35 0 9724717 E22/G01 F 267,000.00 ZZ 360 267,000.00 1 5.7500 1279.38 52 5.5000 1279.38 SAN DIEGO CA 92119 5 12/10/04 00 0422813584 05 02/01/05 0.0000 0422813584 O 01/01/35 0 9724917 E22/G01 F 756,500.00 ZZ 360 756,500.00 1 5.7500 3624.90 73 5.5000 3624.90 BOULDER CO 80304 2 12/10/04 00 0422653774 05 02/01/05 0.0000 0422653774 O 01/01/35 0 9726067 E82/G01 F 513,000.00 ZZ 360 512,464.40 1 5.7500 2993.73 57 5.5000 2993.73 BELLEVUE WA 98006 2 12/15/04 00 0401046644 03 02/01/05 0.0000 0401046644 O 01/01/35 0 9726279 E22/G01 F 399,900.00 ZZ 360 399,482.48 1 5.7500 2333.71 80 5.5000 2333.71 AUBURN CA 95603 1 12/13/04 00 0422737155 05 02/01/05 0.0000 0422737155 O 01/01/35 0 9728587 E22/G01 F 435,000.00 ZZ 360 434,512.57 1 5.3750 2435.87 77 5.1250 2435.87 CHINO HILLS CA 91709 1 12/09/04 00 0422308866 03 02/01/05 0.0000 0422308866 O 01/01/35 0 9728619 E22/G01 F 106,300.00 ZZ 360 106,300.00 1 5.8750 520.43 95 5.6250 520.43 AURORA IN 47001 2 12/15/04 04 0422418632 05 02/01/05 30.0000 0422418632 O 01/01/35 0 9728963 E22/G01 F 357,000.00 ZZ 360 357,000.00 1 5.8750 1747.81 68 5.6250 1747.81 SAN JOSE CA 95133 2 12/07/04 00 0422690768 05 02/01/05 0.0000 0422690768 O 01/01/35 0 9729211 462/G01 F 400,550.00 ZZ 360 399,769.38 1 6.1250 2433.79 90 5.8750 2433.79 TAMPA FL 33647 1 11/23/04 11 0438780405 03 01/01/05 25.0000 6439186 O 12/01/34 0 9729525 H81/G01 F 491,500.00 ZZ 360 491,500.00 1 6.0000 2457.50 80 5.7500 2457.50 MESA AZ 85204 2 12/08/04 00 0438782781 05 02/01/05 0.0000 45040257 O 01/01/35 0 9729535 H81/G01 F 383,500.00 ZZ 360 383,500.00 1 6.0000 1917.50 74 5.7500 1917.50 AUBURN CA 95603 1 12/06/04 00 0438880080 05 02/01/05 0.0000 44040437 O 01/01/35 0 9731765 E22/G01 F 112,000.00 ZZ 360 112,000.00 1 6.0000 560.00 80 5.7500 560.00 MARGATE FL 33063 5 12/15/04 00 0422757161 03 02/01/05 0.0000 0422757161 O 01/01/35 0 9732447 E82/G01 F 297,100.00 ZZ 360 296,797.09 1 5.8750 1757.46 80 5.6250 1757.46 LA PUENTE CA 91746 1 12/14/04 00 0401046099 05 02/01/05 0.0000 0401046099 O 01/01/35 0 9732463 E82/G01 F 357,300.00 ZZ 360 356,935.72 1 5.8750 2113.56 59 5.6250 2113.56 LAGUNA NIGUEL CA 92677 2 12/14/04 00 0401045240 05 02/01/05 0.0000 0401045240 O 01/01/35 0 9732973 E84/G01 F 474,000.00 ZZ 360 474,000.00 1 5.8750 2320.63 77 5.6250 2320.63 LOS ANGELES CA 90004 2 11/17/04 00 0438783748 01 01/01/05 0.0000 75016803 O 12/01/34 0 9732985 E84/G01 F 749,900.00 ZZ 360 749,900.00 1 5.8750 3671.39 41 5.6250 3671.39 WASHINGTON DC 20009 5 12/07/04 00 0438789885 05 02/01/05 0.0000 93010515 O 01/01/35 0 9732989 E84/G01 F 1,000,000.00 ZZ 360 998,004.00 1 6.0000 5995.51 75 5.7500 5995.51 CROTON ON HUDSNY 10520 1 11/29/04 00 0438788986 05 01/01/05 0.0000 93011345 O 12/01/34 0 9733767 E22/G01 F 108,600.00 ZZ 360 108,600.00 1 5.5000 497.75 31 5.2500 497.75 SAN LUIS OBISPCA 93401 5 12/13/04 00 0422333971 01 02/01/05 0.0000 0422333971 O 01/01/35 0 9733925 E22/G01 F 600,000.00 ZZ 360 599,358.56 1 5.6250 3453.94 59 5.3750 3453.94 OAKLAND CA 94611 1 12/14/04 00 0422703991 05 02/01/05 0.0000 0422703991 O 01/01/35 0 9733933 E22/G01 F 520,000.00 ZZ 360 519,491.67 1 5.7500 2491.67 65 5.5000 2491.67 MOORPARK CA 93021 5 12/13/04 00 0422716191 03 02/01/05 0.0000 0422716191 O 01/01/35 0 9733935 E22/G01 F 500,000.00 ZZ 360 500,000.00 1 5.7500 2395.83 65 5.5000 2395.83 MOORPARK CA 93021 5 12/15/04 00 0422716290 03 02/01/05 0.0000 0422716290 O 01/01/35 0 9735375 E82/G01 F 350,000.00 ZZ 360 349,634.57 1 5.7500 2042.51 36 5.5000 2042.51 CITY OF LOS ANCA 91356 1 12/17/04 00 0401054697 05 02/01/05 0.0000 0401054697 O 01/01/35 0 9735469 944/G01 F 422,000.00 ZZ 360 421,177.58 1 6.1250 2564.12 64 5.8750 2564.12 TORRANCE CA 90503 2 11/24/04 00 0438789141 05 01/01/05 0.0000 W01794541 O 12/01/34 0 9735497 944/G01 F 500,000.00 ZZ 360 498,977.96 1 5.8750 2957.69 70 5.6250 2957.69 DALY CITY CA 94015 5 11/22/04 00 0438788788 05 01/01/05 0.0000 W01792059 O 12/01/34 0 9735535 944/G01 F 530,000.00 ZZ 360 528,864.14 1 5.6250 3050.98 58 5.3750 3050.98 ALISO VIEJO CA 92656 2 11/17/04 00 0438788655 03 01/01/05 0.0000 W01791879 O 12/01/34 0 9738389 E22/G01 F 649,105.00 ZZ 360 648,411.07 1 5.6250 3736.61 70 5.3750 3736.61 WELLINGTON FL 33414 1 12/22/04 00 0422575167 03 02/01/05 0.0000 0422575167 O 01/01/35 0 9738657 E82/G01 F 441,000.00 ZZ 360 440,550.37 2 5.8750 2608.69 57 5.6250 2608.69 BOULDER CREEK CA 95006 1 12/17/04 00 0401047642 05 02/01/05 0.0000 0401047642 O 01/01/35 0 9738659 E82/G01 F 388,600.00 ZZ 360 388,203.80 1 5.8750 2298.72 62 5.6250 2298.72 ALPHARETTA GA 30004 2 12/21/04 00 0401043310 03 02/01/05 0.0000 0401043310 O 01/01/35 0 9738667 E82/G01 F 532,800.00 ZZ 360 532,269.59 1 6.0000 3194.41 74 5.7500 3194.41 WHITEFISH MT 59937 2 12/20/04 00 0401039904 03 02/01/05 0.0000 0401039904 O 01/01/35 0 9738977 H81/G01 F 244,000.00 ZZ 360 244,000.00 1 6.0000 1220.00 80 5.7500 1220.00 ORANGEVALE CA 95662 2 12/09/04 00 0438818312 05 02/01/05 0.0000 44040462 O 01/01/35 0 9739055 893/G01 F 1,000,000.00 ZZ 360 1,000,000.00 1 5.7500 4791.67 75 5.5000 4791.67 REDWOOD CITY CA 94065 2 12/09/04 00 0438788424 03 02/01/05 0.0000 H4112402 O 01/01/35 0 9740397 E82/G01 F 424,000.00 ZZ 360 423,557.32 1 5.7500 2474.35 53 5.5000 2474.35 WAYNE IL 60184 2 12/17/04 00 0401043682 05 02/01/05 0.0000 0401043682 O 01/01/35 0 9740415 E82/G01 F 270,000.00 ZZ 360 269,724.72 1 5.8750 1597.15 68 5.6250 1597.15 LOUISVILLE OH 44641 2 12/22/04 00 0401056114 05 02/01/05 0.0000 0401056114 O 01/01/35 0 9740423 944/G01 F 525,000.00 ZZ 360 523,901.11 1 5.7500 3063.76 76 5.5000 3063.76 ALEXANDRIA VA 22304 1 11/30/04 00 0438788754 09 01/01/05 0.0000 W01789209 O 12/01/34 0 9741305 N67/G01 F 368,000.00 ZZ 360 367,247.78 1 5.8750 2176.86 55 5.6250 2176.86 SAN FRANCISCO CA 94121 2 11/17/04 00 0438823569 01 01/01/05 0.0000 3347000745 O 12/01/34 0 9741321 N67/G01 F 550,000.00 ZZ 360 548,875.75 1 5.8750 3253.46 63 5.6250 3253.46 SOUTH SAN FRANCA 94080 5 11/16/04 00 0438824088 03 01/01/05 0.0000 3347000750 O 12/01/34 0 9741333 N67/G01 F 400,000.00 ZZ 360 399,162.76 1 5.7500 2334.29 68 5.5000 2334.29 SANTA CLARA CA 95054 5 11/22/04 00 0438823445 05 01/01/05 0.0000 3347000851 O 12/01/34 0 9741361 N67/G01 F 999,950.00 ZZ 360 999,950.00 1 6.1250 5103.91 42 5.8750 5103.91 MANASQUAN NJ 08736 5 11/18/04 00 0438813966 05 01/01/05 0.0000 3274022138 O 12/01/34 0 9741365 N67/G01 F 647,450.00 ZZ 360 647,450.00 1 5.8750 3169.81 70 5.6250 3169.81 DANA POINT CA 92629 2 11/29/04 00 0438811077 05 01/01/05 0.0000 3298001773 O 12/01/34 0 9741367 N67/G01 F 455,000.00 ZZ 360 454,540.21 1 5.7500 2180.21 70 5.5000 2177.99 BRENTWOOD CA 94513 2 11/23/04 00 0438823536 05 01/01/05 0.0000 3347000852 O 12/01/34 0 9741377 N67/G01 F 395,800.00 ZZ 360 395,800.00 1 5.7500 1896.54 80 5.5000 1896.54 GALT CA 95632 1 12/06/04 00 0438823510 05 02/01/05 0.0000 3347000942 O 01/01/35 0 9741553 F34/G01 F 595,200.00 ZZ 360 594,578.57 1 5.7500 3473.43 80 5.5000 3473.43 ALEXANDRIA VA 22307 1 12/20/04 00 0438891327 05 02/01/05 0.0000 1000411019 O 01/01/35 0 9741835 E22/G01 F 360,000.00 ZZ 360 360,000.00 1 5.8750 1762.50 80 5.6250 1762.50 WHITTIER CA 90603 2 12/17/04 00 0422701888 05 02/01/05 0.0000 0422701888 O 01/01/35 0 9741847 E22/G01 F 850,000.00 ZZ 360 850,000.00 1 5.8750 4161.46 75 5.6250 4161.46 LOS ANGELES CA 90025 1 12/17/04 00 0422714709 07 02/01/05 0.0000 0422714709 O 01/01/35 0 9741889 E22/G01 F 375,500.00 ZZ 360 375,107.95 1 5.7500 2191.32 42 5.5000 2191.32 EL DORADO HILLCA 95762 2 12/16/04 00 0422755728 05 02/01/05 0.0000 0422755728 O 01/01/35 0 9742425 E82/G01 F 200,600.00 ZZ 360 200,395.47 1 5.8750 1186.63 67 5.6250 1186.63 JANESVILLE WI 53545 2 12/10/04 00 0401051628 05 02/01/05 0.0000 0401051628 O 01/01/35 0 9742677 E82/G01 F 608,000.00 ZZ 360 607,380.11 1 5.8750 3596.56 76 5.6250 3596.56 HOCKLEY TX 77447 1 12/17/04 00 0401048863 03 02/01/05 0.0000 0401048863 O 01/01/35 0 9745595 E22/G01 F 607,800.00 ZZ 360 607,150.22 1 5.6250 3498.84 80 5.3750 3498.84 KIRKLAND WA 98033 1 12/20/04 00 0422483685 05 02/01/05 0.0000 0422483685 O 01/01/35 0 9748263 E82/G01 F 383,000.00 ZZ 360 382,609.51 1 5.8750 2265.59 69 5.6250 2265.59 LIVERMORE CA 94551 2 12/16/04 00 0401040860 05 02/01/05 0.0000 0401040860 O 01/01/35 0 9748265 E82/G01 F 573,900.00 ZZ 360 573,271.83 1 5.5000 3258.54 69 5.2500 3258.54 FULLERTON CA 92835 2 12/23/04 00 0401049317 03 02/01/05 0.0000 0401049317 O 01/01/35 0 9749157 Y65/G01 F 455,000.00 ZZ 360 454,513.57 1 5.6250 2619.24 70 5.3750 2619.24 THOUSAND OAKS CA 91360 5 12/07/04 00 0438803207 05 02/01/05 0.0000 40230752 O 01/01/35 0 9749163 Y65/G01 F 371,250.00 ZZ 360 370,853.11 1 5.6250 2137.12 75 5.3750 2137.12 ROCKLIN CA 95765 5 12/06/04 00 0438802118 05 02/01/05 0.0000 40230537 O 01/01/35 0 9749551 E22/G01 F 206,500.00 ZZ 360 206,289.46 1 5.8750 1221.53 47 5.6250 1221.53 NATIONAL CITY CA 91950 2 12/23/04 00 0422846105 05 02/01/05 0.0000 0422846105 O 01/01/35 0 9749899 E82/G01 F 206,500.00 ZZ 360 206,500.00 1 5.8750 1221.53 90 5.6250 1221.53 SUSSEX WI 53089 2 12/28/04 04 0401050000 05 03/01/05 25.0000 0401050000 O 02/01/35 0 9750159 L01/G01 F 580,000.00 ZZ 360 580,000.00 1 6.0000 2900.00 80 5.7500 2900.00 EL DORADO HILLCA 95762 1 12/28/04 00 0438814295 05 02/01/05 0.0000 185979365 O 01/01/35 0 9750735 E22/G01 F 502,500.00 ZZ 360 501,975.36 1 5.7500 2932.45 65 5.5000 2932.45 SAINT PAUL MN 55127 2 12/27/04 00 0422825794 05 02/01/05 0.0000 0422825794 O 01/01/35 0 9750813 E22/G01 F 215,000.00 ZZ 360 214,775.53 1 5.7500 1254.68 61 5.5000 1254.68 CHINO CA 91710 5 12/23/04 00 0422893578 03 02/01/05 0.0000 0422893578 O 01/01/35 0 9750857 E22/G01 F 228,800.00 ZZ 360 228,800.00 1 6.0000 1144.00 80 5.7500 1144.00 GREENWELL SPRILA 70739 2 12/27/04 00 0422928689 05 02/01/05 0.0000 0422928689 O 01/01/35 0 9750869 E22/G01 F 90,000.00 ZZ 360 89,908.24 1 5.8750 532.38 48 5.6250 532.38 FRESNO CA 93725 5 12/27/04 00 0422941468 05 02/01/05 0.0000 0422941468 O 01/01/35 0 9751301 550/550 F 543,750.00 ZZ 360 543,203.49 1 5.9500 3242.60 75 5.7000 3242.60 SAN FRANCISCO CA 94112 5 12/22/04 00 120746180 05 02/01/05 0.0000 120746180 O 01/01/35 0 9751359 Y65/G01 F 448,700.00 ZZ 360 448,220.31 1 5.6250 2582.97 70 5.3750 2582.97 REDWOOD CITY CA 94065 1 12/02/04 00 0438801482 01 02/01/05 0.0000 40227468 O 01/01/35 0 9751395 Y65/G01 F 536,500.00 ZZ 360 535,939.86 1 5.7500 3130.87 35 5.5000 3130.87 GILROY CA 95020 5 12/06/04 00 0438801359 05 02/01/05 0.0000 40232194 O 01/01/35 0 9751525 E22/G01 F 134,000.00 ZZ 360 134,000.00 1 6.0000 670.00 65 5.7500 670.00 WINCHESTER VA 22603 5 12/28/04 00 0422747808 05 02/01/05 0.0000 0422747808 O 01/01/35 0 9751861 Y65/G01 F 372,000.00 T 360 371,620.73 1 5.8750 2200.52 80 5.6250 2200.52 SAN DIEGO CA 92109 1 12/06/04 00 0438801532 01 02/01/05 0.0000 40229473 O 01/01/35 0 9755267 X89/G01 F 393,000.00 ZZ 360 392,589.68 1 5.7500 2293.45 75 5.5000 2293.45 OXNARD CA 93030 5 12/24/04 00 0438814444 01 02/01/05 0.0000 2075595 O 01/01/35 0 9755621 E22/G01 F 147,500.00 ZZ 360 147,500.00 1 6.2500 768.23 90 6.0000 768.23 IMLAY CITY MI 48444 2 12/29/04 04 0422836916 05 02/01/05 25.0000 0422836916 O 01/01/35 0 9755809 E82/G01 F 332,000.00 ZZ 360 332,000.00 1 5.8750 1963.91 41 5.6250 1963.91 MERCER ISLAND WA 98040 2 12/30/04 00 0401062997 05 03/01/05 0.0000 0401062997 O 02/01/35 0 9756541 253/253 F 275,000.00 ZZ 360 274,712.88 1 5.7500 1604.83 51 5.5000 1604.83 SONORA CA 95370 4 12/21/04 00 344189 05 02/01/05 0.0000 344189 O 01/01/35 0 9756939 T53/G01 F 519,100.00 ZZ 360 519,100.00 1 5.8750 3070.68 48 5.6250 3070.68 CLAREMONT CA 91711 1 12/31/04 00 0438815185 05 03/01/05 0.0000 31003012 O 02/01/35 0 9757319 E22/G01 F 333,400.00 ZZ 360 333,051.91 1 5.7500 1945.63 44 5.5000 1945.63 OAKLAND TWP MI 48306 2 12/30/04 00 0422695346 05 02/01/05 0.0000 0422695346 O 01/01/35 0 9757333 E22/G01 F 200,000.00 T 360 199,786.19 1 5.6250 1151.31 28 5.3750 1151.31 KEY LARGO FL 33037 1 01/05/05 00 0422729699 07 02/01/05 0.0000 0422729699 O 01/01/35 0 9757389 E22/G01 F 360,000.00 ZZ 360 360,000.00 1 5.7500 2100.86 75 5.5000 2100.86 MURRIETA CA 92562 5 12/30/04 00 0422794966 05 03/01/05 0.0000 0422794966 O 02/01/35 0 9757397 E22/G01 F 157,300.00 ZZ 360 157,300.00 1 6.1250 802.89 78 5.8750 802.89 MARIETTA GA 30008 2 12/30/04 00 0422809483 05 02/01/05 0.0000 0422809483 O 01/01/35 0 9757873 F01/G01 F 465,000.00 ZZ 360 464,525.91 1 5.8750 2750.65 75 5.6250 2750.65 SOLANA BEACH CA 92075 5 12/21/04 00 0438836397 01 02/01/05 0.0000 21040193 O 01/01/35 0 9757897 893/G01 F 400,000.00 ZZ 360 400,000.00 1 5.7500 2334.29 80 5.5000 2334.29 PALO ALTO CA 94306 1 01/01/05 00 0438830853 01 03/01/05 0.0000 M4122306 O 02/01/35 0 9758111 U05/G01 F 485,000.00 ZZ 360 484,505.52 1 5.8750 2868.96 59 5.6250 2868.96 REDONDO BEACH CA 90278 1 12/06/04 00 0438819534 01 02/01/05 0.0000 3000691883 O 01/01/35 0 9758219 Y26/G01 F 680,000.00 ZZ 360 679,306.71 1 5.8750 4022.46 46 5.6250 4022.46 SALINAS CA 93908 1 12/16/04 00 0438889446 03 02/01/05 0.0000 114500734 O 01/01/35 0 9758233 U05/G01 F 445,000.00 ZZ 360 444,557.00 1 6.0000 2668.00 79 5.7500 2668.00 MOORPARK CA 93021 2 12/06/04 00 0438817637 05 02/01/05 0.0000 3000687728 O 01/01/35 0 9758235 U05/G01 F 432,000.00 ZZ 360 431,559.56 1 5.8750 2555.44 80 5.6250 2555.44 LONG BEACH CA 90807 1 12/20/04 00 0438818106 05 02/01/05 0.0000 3000694738 O 01/01/35 0 9758243 U05/G01 F 513,000.00 ZZ 360 512,464.40 1 5.7500 2993.73 27 5.5000 2993.73 HIDDEN HILLS CA 91302 2 12/09/04 00 0438822637 05 02/01/05 0.0000 3000687103 O 01/01/35 0 9758251 U05/G01 F 470,000.00 ZZ 360 469,497.54 1 5.6250 2705.59 79 5.3750 2705.59 CAMARILLO CA 93010 2 12/09/04 00 0438818031 05 02/01/05 0.0000 3000686294 O 01/01/35 0 9758257 U05/G01 F 378,500.00 ZZ 360 378,114.10 1 5.8750 2238.97 77 5.6250 2238.97 WOODBRIDGE CA 95258 1 12/23/04 00 0438818130 03 02/01/05 0.0000 300696526 O 01/01/35 0 9758265 U05/G01 F 519,500.00 ZZ 360 518,944.62 1 5.6250 2990.54 77 5.3750 2990.54 OAKDALE CA 95361 2 12/15/04 00 0438819286 05 02/01/05 0.0000 3000691592 O 01/01/35 0 9758269 U05/G01 F 585,000.00 ZZ 360 584,403.56 1 5.8750 3460.50 65 5.6250 3460.50 NORTHRIDGE ARECA 91326 5 12/08/04 00 0438819666 03 02/01/05 0.0000 3000689773 O 01/01/35 0 9758275 U05/G01 F 424,000.00 ZZ 360 423,597.69 1 6.2500 2610.64 80 6.0000 2610.64 SIMI VALLEY CA 93063 1 12/10/04 00 0438822199 05 02/01/05 0.0000 3000692601 O 01/01/35 0 9758287 U05/G01 F 500,000.00 ZZ 360 499,490.23 1 5.8750 2957.69 73 5.6250 2957.69 SAN RAMON CA 94583 5 12/01/04 00 0438822793 05 02/01/05 0.0000 3000684137 O 01/01/35 0 9758291 196/G01 F 420,000.00 ZZ 360 419,571.79 1 5.8750 2484.46 80 5.6250 2484.46 DALTON GA 30720 2 12/13/04 00 0438844946 05 02/01/05 0.0000 1709426 O 01/01/35 0 9758293 196/G01 F 374,000.00 ZZ 360 373,618.68 1 5.8750 2212.36 80 5.6250 2212.36 PEACTREE CITY GA 30269 2 12/03/04 00 0438835548 03 02/01/05 0.0000 2328683 O 01/01/35 0 9758295 196/G01 F 705,000.00 ZZ 360 704,281.21 1 5.8750 4170.35 69 5.6250 4170.35 VIENNA VA 22182 2 12/27/04 00 0438834327 03 02/01/05 0.0000 2329370 O 01/01/35 0 9758297 196/G01 F 379,040.00 ZZ 360 378,653.56 1 5.8750 2242.16 80 5.6250 2242.16 AUSTIN TX 78705 1 12/13/04 00 0438835282 05 02/01/05 0.0000 2343043 O 01/01/35 0 9758299 196/G01 F 497,000.00 ZZ 360 496,505.23 1 6.0000 2979.77 77 5.7500 2979.77 CHICAGO IL 60645 2 12/08/04 00 0438845265 05 02/01/05 0.0000 2343211 O 01/01/35 0 9758301 196/G01 F 430,400.00 ZZ 360 429,961.19 1 5.8750 2545.98 80 5.6250 2545.98 WASHINGTON TOWNJ 07853 1 12/03/04 00 0438828923 05 02/01/05 0.0000 2343386 O 01/01/35 0 9758303 196/G01 F 576,000.00 ZZ 360 575,426.58 1 6.0000 3453.42 76 5.7500 3453.42 CAMARILLO CA 93012 5 12/09/04 00 0438881401 03 02/01/05 0.0000 2344103 O 01/01/35 0 9758305 196/G01 F 600,000.00 ZZ 360 599,388.27 1 5.8750 3549.23 80 5.6250 3549.23 AKRON OH 44333 1 12/08/04 00 0438842007 05 02/01/05 0.0000 2344246 O 01/01/35 0 9758307 196/G01 F 399,000.00 ZZ 360 398,593.20 1 5.8750 2360.24 80 5.6250 2360.24 MONROE NJ 08831 1 12/16/04 00 0438841983 05 02/01/05 0.0000 2344612 O 01/01/35 0 9758311 196/G01 F 500,000.00 T 360 499,490.23 1 5.8750 2957.69 58 5.6250 2957.69 ROCKPORT TX 78382 1 12/30/04 00 0438835399 03 02/01/05 0.0000 2345077 O 01/01/35 0 9758323 U05/G01 F 413,000.00 ZZ 360 412,558.48 1 5.6250 2377.46 66 5.3750 2377.46 RIVERSIDE CA 92503 1 12/10/04 00 0438821241 03 02/01/05 0.0000 3000695677 O 01/01/35 0 9758355 E22/G01 F 424,000.00 ZZ 360 424,000.00 1 5.8750 2075.83 80 5.6250 2075.83 PETALUMA CA 94954 1 12/28/04 00 0422970509 05 02/01/05 0.0000 0422970509 O 01/01/35 0 9758435 E22/G01 F 303,000.00 ZZ 360 303,000.00 1 6.0000 1515.00 68 5.7500 1515.00 GAITHERSBURG MD 20878 2 12/17/04 00 0422627661 05 02/01/05 0.0000 0422627661 O 01/01/35 0 9758495 E22/G01 F 130,000.00 ZZ 240 129,714.45 1 5.8750 922.01 53 5.6250 922.01 BRENTWOOD NY 11716 5 12/31/04 00 0422785881 05 02/01/05 0.0000 0422785881 O 01/01/25 0 9758499 E22/G01 F 112,000.00 ZZ 360 112,000.00 2 6.0000 671.50 80 5.7500 671.50 YACOLT WA 98675 1 01/03/05 00 0422786822 05 03/01/05 0.0000 0422786822 O 02/01/35 0 9758617 U05/G01 F 550,000.00 ZZ 360 549,081.40 1 5.7500 3209.65 76 5.5000 3209.65 ROSEVILLE CA 95747 2 12/13/04 00 0438817900 02 02/01/05 0.0000 3000695949 O 01/01/35 0 9758665 U05/G01 F 400,000.00 ZZ 360 399,592.18 1 5.8750 2366.15 80 5.6250 2366.15 STOCKTON CA 95212 1 12/23/04 00 0438819823 05 02/01/05 0.0000 3000693196 O 01/01/35 0 9758727 E82/G01 F 438,750.00 ZZ 360 438,750.00 1 5.8750 2595.38 59 5.6250 2595.38 CHANDLER AZ 85225 2 12/30/04 00 0401059621 05 03/01/05 0.0000 0401059621 O 02/01/35 0 9758805 E84/G01 F 688,000.00 ZZ 360 687,315.09 1 6.0000 4124.91 80 5.7500 4124.91 MARVIN NC 28173 1 12/14/04 00 0438878621 05 02/01/05 0.0000 47121107 O 01/01/35 0 9758807 E84/G01 F 672,000.00 ZZ 360 672,000.00 1 6.0000 3360.00 80 5.7500 3360.00 EL GRANADA CA 94018 1 12/09/04 00 0438878340 05 02/01/05 0.0000 75017146 O 01/01/35 0 9758815 E84/G01 F 612,500.00 ZZ 360 611,282.76 1 5.8750 3623.17 77 5.6250 3623.17 CHARLOTTE NC 28226 2 12/22/04 00 0438878316 05 02/01/05 0.0000 93012360 O 01/01/35 0 9758817 E84/G01 F 370,000.00 ZZ 360 369,622.77 1 5.8750 2188.69 47 5.6250 2188.69 ORANGE CA 92867 2 12/09/04 00 0438878902 03 02/01/05 0.0000 93508029 O 01/01/35 0 9758841 H81/G01 F 525,000.00 ZZ 360 524,451.87 1 5.7500 3063.76 63 5.5000 3063.76 BOULDER CO 80305 5 12/21/04 00 0438880098 05 02/01/05 0.0000 45040306 O 01/01/35 0 9758853 L01/G01 F 650,000.00 ZZ 360 650,000.00 1 5.8750 3182.29 76 5.6250 3182.29 PHOENIX AZ 85050 2 01/03/05 00 0438860876 03 03/01/05 0.0000 18660175 O 02/01/35 0 9759655 E22/G01 F 196,000.00 ZZ 360 195,780.38 1 5.3750 1097.54 62 5.1250 1097.54 REDDING CA 96003 5 12/10/04 00 0422514034 05 02/01/05 0.0000 0422514034 O 01/01/35 0 9759795 E22/G01 F 440,000.00 ZZ 360 440,000.00 1 5.7500 2567.72 80 5.5000 2567.72 FREDERICKSBURGVA 22407 1 01/07/05 00 0422870410 05 03/01/05 0.0000 0422870410 O 02/01/35 0 9759807 E22/G01 F 472,000.00 ZZ 360 472,000.00 1 5.7500 2754.46 55 5.5000 2754.46 FALLS CHURCH VA 22046 2 01/03/05 00 0422878009 05 03/01/05 0.0000 0422878009 O 02/01/35 0 9759831 E22/G01 F 89,000.00 ZZ 360 88,909.26 1 5.8750 526.47 39 5.6250 526.47 DELHI CA 95315 5 12/23/04 00 0422894584 05 02/01/05 0.0000 0422894584 O 01/01/35 0 9760143 E82/G01 F 215,800.00 ZZ 360 215,800.00 1 5.8750 1276.54 80 5.6250 1276.54 PLANO TX 75074 2 12/31/04 00 0401057377 03 03/01/05 0.0000 0401057377 O 02/01/35 0 9760847 E82/G01 F 144,100.00 ZZ 360 144,100.00 1 6.0000 863.95 65 5.7500 863.95 MENOMONEE FALLWI 53051 2 01/05/05 00 0401043518 05 03/01/05 0.0000 0401043518 O 02/01/35 0 9762135 E22/G01 F 190,000.00 ZZ 240 190,000.00 1 5.8750 1347.55 60 5.6250 1347.55 CENTRAL ISLIP NY 11722 2 01/05/05 00 0422486415 05 03/01/05 0.0000 0422486415 O 02/01/25 0 9762173 E22/G01 F 565,000.00 ZZ 360 565,000.00 1 6.0000 2825.00 80 5.7500 2825.00 APTOS CA 95003 1 01/05/05 00 0422655191 05 03/01/05 0.0000 0422655191 O 02/01/35 0 9762191 E22/G01 F 200,000.00 T 360 200,000.00 1 5.8750 1183.08 80 5.6250 1183.08 LIVE OAK FL 32060 1 01/10/05 00 0422701185 05 03/01/05 0.0000 0422701185 O 02/01/35 0 9762249 E22/G01 F 268,410.00 ZZ 360 268,136.34 1 5.8750 1587.75 60 5.6250 1587.75 GARDENA CA 90249 5 12/27/04 00 0422793752 05 02/01/05 0.0000 0422793752 O 01/01/35 0 9762281 E22/G01 F 257,500.00 ZZ 360 257,231.15 1 5.7500 1502.70 65 5.5000 1502.70 RIO LINDA CA 95673 2 12/21/04 00 0422825877 05 02/01/05 0.0000 0422825877 O 01/01/35 0 9762295 E22/G01 F 160,000.00 ZZ 360 160,000.00 1 5.8750 946.46 73 5.6250 946.46 MAGALIA CA 95954 5 12/29/04 00 0422837344 03 03/01/05 0.0000 0422837344 O 02/01/35 0 9762529 L21/G01 F 699,950.00 ZZ 360 699,251.86 1 5.9900 4192.06 59 5.7400 4192.06 CAPE ELIZABETHME 04107 2 12/30/04 00 0438856023 05 02/01/05 0.0000 28503336 O 01/01/35 0 9762635 L21/G01 F 360,000.00 ZZ 360 359,658.41 1 6.2500 2216.59 80 6.0000 2216.59 MELROSE MA 02176 1 12/29/04 00 0438854259 05 02/01/05 0.0000 28503059 O 01/01/35 0 9762747 225/225 F 390,000.00 ZZ 360 389,171.07 1 5.7500 2275.93 78 5.5000 2275.93 ROCKY MOUNT NC 27804 5 11/23/04 00 005706846 05 01/01/05 0.0000 005706846 O 12/01/34 0 9762751 225/225 F 430,000.00 ZZ 360 429,551.06 1 5.7500 2509.36 45 5.5000 2509.36 CHARLOTTESVILLVA 22901 2 12/13/04 00 005709761 05 02/01/05 0.0000 005709761 O 01/01/35 0 9762753 225/225 F 490,000.00 ZZ 360 489,488.41 1 5.7500 2859.51 80 5.5000 2859.51 POWELLS POINT NC 27966 1 12/22/04 00 005710531 03 02/01/05 0.0000 005710531 O 01/01/35 0 9762757 225/225 F 540,000.00 T 360 538,842.71 1 5.6250 3108.54 80 5.3750 3108.54 BUCK HILL FALLPA 18323 1 12/01/04 00 005705484 03 01/01/05 0.0000 005705484 O 12/01/34 0 9762759 225/225 F 381,500.00 ZZ 360 380,992.15 1 5.6250 2196.13 70 5.3750 2196.13 PHILADELPHIA PA 19119 1 12/14/04 00 005706699 05 02/01/05 0.0000 005706699 O 01/01/35 0 9762763 225/225 F 440,000.00 ZZ 360 439,540.61 1 5.7500 2567.72 80 5.5000 2567.72 LAFAYETTE NJ 07848 1 12/16/04 00 005706621 05 02/01/05 0.0000 005706621 O 01/01/35 0 9762765 225/225 F 452,000.00 ZZ 360 451,076.08 1 5.8750 2673.75 80 5.6250 2673.75 FAIRFAX VA 22030 1 11/19/04 00 006945226 03 01/01/05 0.0000 006945226 O 12/01/34 0 9762767 225/225 F 416,000.00 ZZ 360 415,575.87 1 5.8750 2460.80 69 5.6250 2460.80 HIGHLAND MILLSNY 10930 1 12/13/04 00 006948638 03 02/01/05 0.0000 006948638 O 01/01/35 0 9762771 225/225 F 400,500.00 T 360 400,101.30 1 6.0000 2401.20 59 5.7500 2401.20 BRICK NJ 08723 1 12/10/04 00 006949166 05 02/01/05 0.0000 006949166 O 01/01/35 0 9762775 225/225 F 532,000.00 ZZ 360 531,444.56 1 5.7500 3104.61 80 5.5000 3104.61 CHARLOTTE NC 28203 1 12/16/04 00 006965027 05 02/01/05 0.0000 006965027 O 01/01/35 0 9762779 225/225 F 750,000.00 ZZ 360 749,235.34 1 5.8750 4436.53 56 5.6250 4436.53 CHATHAM TOWNSHNJ 07928 5 12/16/04 00 005706553 05 02/01/05 0.0000 005706553 O 01/01/35 0 9762781 225/225 F 429,600.00 ZZ 360 429,151.47 1 5.7500 2507.03 80 5.5000 2507.03 PAWLING NY 12564 1 12/16/04 00 005710082 03 02/01/05 0.0000 005710082 O 01/01/35 0 9762783 225/225 F 600,000.00 ZZ 360 599,402.70 1 6.0000 3597.30 71 5.7500 3597.30 FREEHOLD NJ 07728 2 12/16/04 00 006947617 05 02/01/05 0.0000 006947617 O 01/01/35 0 9762787 225/225 F 682,400.00 ZZ 360 681,687.51 1 5.7500 3982.30 80 5.5000 3982.30 DALLAS TX 75214 1 12/10/04 00 008952861 05 02/01/05 0.0000 008952861 O 01/01/35 0 9762789 225/225 F 501,000.00 ZZ 360 495,585.21 1 5.7500 2923.70 36 5.5000 2923.70 LARGO FL 33770 2 12/08/04 00 005703886 03 02/01/05 0.0000 005703886 O 01/01/35 0 9762791 225/225 F 620,000.00 ZZ 360 619,352.68 1 5.7500 3618.15 80 5.5000 3618.15 VALHALLA NY 10595 1 12/10/04 00 005704257 05 02/01/05 0.0000 005704257 O 01/01/35 0 9762793 225/225 F 633,520.00 ZZ 360 632,858.57 1 5.7500 3697.05 80 5.5000 3697.05 WASHINGTON DC 20004 1 12/14/04 00 005704983 06 02/01/05 0.0000 005704983 O 01/01/35 0 9762795 225/225 F 507,200.00 ZZ 360 506,644.84 1 5.5000 2879.83 44 5.2500 2879.83 REISTERSTOWN MD 21136 5 12/10/04 00 005705137 03 02/01/05 0.0000 005705137 O 01/01/35 0 9762797 225/225 F 465,000.00 ZZ 360 464,502.89 1 5.6250 2676.80 63 5.3750 2676.80 ANNANDALE VA 22003 5 12/09/04 00 005707157 05 02/01/05 0.0000 005707157 O 01/01/35 0 9762801 225/225 F 550,000.00 ZZ 360 549,425.77 1 5.7500 3209.65 58 5.5000 3209.65 SOUTH SALEM NY 10590 1 12/02/04 00 005706063 05 02/01/05 0.0000 005706063 O 01/01/35 0 9762803 225/225 F 620,000.00 ZZ 360 619,367.83 1 5.8750 3667.53 80 5.6250 3667.53 ATLAMTA GA 30345 1 12/20/04 00 006979078 05 02/01/05 0.0000 006979078 O 01/01/35 0 9762805 225/225 F 445,000.00 ZZ 360 444,524.27 1 5.6250 2561.67 78 5.3750 2561.67 NEW HOPE PA 18938 5 12/03/04 00 008951837 03 02/01/05 0.0000 008951837 O 01/01/35 0 9762807 225/225 F 485,000.00 ZZ 360 484,481.51 1 5.6250 2791.93 78 5.3750 2791.93 ROSEVILLE CA 95747 1 12/01/04 00 008952572 05 02/01/05 0.0000 008952572 O 01/01/35 0 9762809 225/225 F 495,000.00 ZZ 360 494,483.19 1 5.7500 2888.69 78 5.5000 2888.69 PALMETTO BAY FL 33157 1 12/20/04 00 005709451 05 02/01/05 0.0000 005709451 O 01/01/35 0 9762811 225/225 F 466,000.00 ZZ 360 465,524.89 1 5.8750 2756.57 65 5.6250 2756.57 VIRGINIA BEACHVA 23455 5 12/15/04 00 005710087 05 02/01/05 0.0000 005710087 O 01/01/35 0 9762815 225/225 F 432,900.00 ZZ 360 431,972.23 1 5.6250 2492.02 75 5.3750 2492.02 GREENVILLE SC 29607 2 11/24/04 00 005705832 05 01/01/05 0.0000 005705832 O 12/01/34 0 9762829 225/225 F 388,000.00 ZZ 360 387,187.88 1 5.7500 2264.26 80 5.5000 2264.26 NEW ROCHELLE NY 10804 1 12/01/04 00 005705410 05 01/01/05 0.0000 005705410 O 12/01/34 0 9762831 225/225 F 480,000.00 ZZ 360 479,014.37 1 5.6250 2763.15 77 5.3750 2763.15 COLLEGEVILLE PA 19426 1 12/15/04 00 005704022 03 02/01/05 0.0000 005704022 O 01/01/35 0 9762833 225/225 F 475,000.00 ZZ 360 474,515.72 1 5.8750 2809.80 58 5.6250 2809.80 SALEM VA 24153 1 12/16/04 00 006989311 05 02/01/05 0.0000 006989311 O 01/01/35 0 9762835 225/225 F 675,000.00 ZZ 360 672,594.73 1 5.6250 3885.68 78 5.3750 3885.68 MCLEAN VA 22102 1 11/01/04 00 006990833 05 12/01/04 0.0000 006990833 O 11/01/34 0 9762839 225/225 F 480,000.00 ZZ 360 479,498.85 1 5.7500 2801.15 67 5.5000 2801.15 DALLAS TX 75209 1 12/03/04 00 8952553 05 02/01/05 0.0000 8952553 O 01/01/35 0 9762845 225/225 F 480,000.00 ZZ 360 479,510.62 1 5.8750 2839.38 80 5.6250 2839.38 EMERALD ISLE NC 28594 1 12/15/04 00 5708433 05 02/01/05 0.0000 5708433 O 01/01/35 0 9762851 225/225 F 800,000.00 ZZ 360 799,164.75 1 5.7500 4668.58 37 5.5000 4668.58 CHATHAM TWP NJ 07928 1 12/16/04 00 005701593 05 02/01/05 0.0000 005701593 O 01/01/35 0 9762853 225/225 F 538,000.00 ZZ 360 537,424.85 1 5.6250 3097.03 69 5.3750 3097.03 COLUMBIA SC 29206 2 12/06/04 00 5708036 05 02/01/05 0.0000 5708036 O 01/01/35 0 9762855 225/225 F 546,400.00 ZZ 360 545,829.53 1 5.7500 3188.64 80 5.5000 3188.64 FT LAUDERDALE FL 33316 1 12/16/04 00 005710449 06 02/01/05 0.0000 005710449 O 01/01/35 0 9762857 225/225 F 477,600.00 ZZ 360 476,623.76 1 5.8750 2825.18 80 5.6250 2825.18 CONCORD NC 28025 1 11/30/04 00 006944754 05 01/01/05 0.0000 006944754 O 12/01/34 0 9762863 225/225 F 650,000.00 ZZ 360 649,321.36 1 5.7500 3793.22 60 5.5000 3793.22 VIRGINIA BEACHVA 23451 1 12/15/04 00 006936003 05 02/01/05 0.0000 006936003 O 01/01/35 0 9762865 225/225 F 404,000.00 ZZ 360 403,154.38 1 5.7500 2357.63 80 5.5000 2357.63 NANUET NY 10954 1 11/18/04 00 005702874 05 01/01/05 0.0000 005702874 O 12/01/34 0 9762867 225/225 F 632,500.00 ZZ 360 631,839.63 1 5.7500 3691.10 54 5.5000 3691.10 LADERA RANCH CA 92694 5 11/29/04 00 005703609 03 02/01/05 0.0000 005703609 O 01/01/35 0 9762871 225/225 F 650,000.00 T 360 648,606.96 1 5.6250 3741.77 80 5.3750 3741.77 SARASOTA FL 34236 1 11/30/04 00 06313242 06 01/01/05 0.0000 06313242 O 12/01/34 0 9762873 225/225 F 540,000.00 ZZ 360 539,436.21 1 5.7500 3151.29 69 5.5000 3151.29 PARAMUS NJ 07652 1 12/14/04 00 005703505 01 02/01/05 0.0000 005703505 O 01/01/35 0 9762875 225/225 F 575,000.00 ZZ 360 573,824.65 1 5.8750 3401.34 75 5.6250 3401.34 POINT PLEASANTNJ 08742 2 11/24/04 00 006948244 05 01/01/05 0.0000 006948244 O 12/01/34 0 9762877 225/225 F 400,050.00 ZZ 360 399,642.13 1 5.8750 2366.45 66 5.6250 2366.45 MILLSTONE TOWNNJ 08510 1 12/10/04 00 006957421 05 02/01/05 0.0000 006957421 O 01/01/35 0 9762879 225/225 F 363,000.00 ZZ 360 362,627.19 1 5.8750 2147.28 65 5.6250 2147.28 KENSINGTON MD 20895 2 12/07/04 00 005703795 05 02/01/05 0.0000 005703795 O 01/01/35 0 9762881 225/225 F 600,000.00 ZZ 360 599,358.56 2 5.6250 3453.94 78 5.3750 3453.94 WASHINGTON DC 20009 1 12/22/04 00 006958896 07 02/01/05 0.0000 006958896 O 01/01/35 0 9762883 225/225 F 485,000.00 ZZ 360 484,493.63 1 5.7500 2830.33 62 5.5000 2830.33 FAIRFIELD CT 06824 2 12/17/04 00 005705455 05 02/01/05 0.0000 005705455 O 01/01/35 0 9762885 225/225 F 656,000.00 ZZ 360 255,321.18 1 5.8750 3880.49 80 5.6250 3880.49 GENEVA FL 32732 1 12/15/04 00 005705659 03 02/01/05 0.0000 005705659 O 01/01/35 0 9762887 225/225 F 467,500.00 ZZ 360 467,011.90 1 5.7500 2728.20 71 5.5000 2728.20 VERO BEACH FL 32963 1 12/21/04 00 005705502 03 02/01/05 0.0000 005705502 O 01/01/35 0 9762889 225/225 F 447,300.00 ZZ 360 446,832.99 1 5.7500 2610.32 90 5.5000 2610.32 ARLINGOTN VA 22204 1 12/21/04 12 5708189 05 02/01/05 25.0000 5708189 O 01/01/35 0 9762893 225/225 F 500,000.00 ZZ 360 498,953.44 1 5.7500 2917.86 80 5.5000 2917.86 PRINCETON NJ 08542 1 11/29/04 00 005704146 05 01/01/05 0.0000 005704146 O 12/01/34 0 9762895 225/225 F 400,050.00 T 360 399,622.32 1 5.6250 2302.91 64 5.3750 2302.91 OCEAN ISLE BEANC 28469 1 12/17/04 00 005703215 03 02/01/05 0.0000 005703215 O 01/01/35 0 9762897 225/225 F 445,000.00 ZZ 360 444,535.39 1 5.7500 2596.90 63 5.5000 2596.90 RANDOLPH NJ 07869 5 12/16/04 00 005703073 05 02/01/05 0.0000 005703073 O 01/01/35 0 9762899 225/225 F 613,000.00 ZZ 360 612,359.99 1 5.7500 3577.30 59 5.5000 3577.30 FAIRFAX STATIOVA 22039 5 12/10/04 00 005707132 05 02/01/05 0.0000 005707132 O 01/01/35 0 9763891 L86/G01 F 980,000.00 ZZ 360 980,000.00 1 5.8750 4797.92 80 5.6250 4797.92 SANTA CRUZ CA 95060 1 01/04/05 00 0438829160 05 03/01/05 0.0000 14501779 O 02/01/35 0 9763951 642/G01 F 215,000.00 ZZ 360 215,000.00 1 6.2500 1323.79 56 6.0000 1323.79 LOS ANGELES CA 90501 5 01/04/05 00 0438895757 05 03/01/05 0.0000 12116804 O 02/01/35 0 9764049 L49/G01 F 541,100.00 ZZ 360 540,561.33 1 6.0000 3244.17 80 5.7500 3244.17 RANCHO CUCAMONCA 91739 1 12/17/04 00 0438850885 05 02/01/05 0.0000 10022288 O 01/01/35 0 9764091 L49/G01 F 404,700.00 ZZ 360 404,287.38 1 5.8750 2393.96 80 5.6250 2393.96 CORONA CA 92880 1 12/16/04 00 0438852741 03 02/01/05 0.0000 10022619 O 01/01/35 0 9764093 L49/G01 F 443,850.00 ZZ 360 443,386.59 1 5.7500 2590.19 80 5.5000 2590.19 SANTA CLARITA CA 91355 1 12/10/04 00 0438850554 01 02/01/05 0.0000 10022252 O 01/01/35 0 9764095 E33/G01 F 430,000.00 ZZ 360 429,529.33 1 5.5000 2441.50 52 5.2500 2441.50 WINNETKA IL 60093 2 12/21/04 00 0438843328 05 02/01/05 0.0000 85284 O 01/01/35 0 9764135 356/G01 F 385,000.00 ZZ 360 384,625.79 1 6.1250 2339.31 70 5.8750 2339.31 SAN JOSE CA 95127 5 12/14/04 00 0438853749 05 02/01/05 0.0000 29170123 O 01/01/35 0 9764379 E22/G01 F 168,425.00 ZZ 360 168,425.00 1 6.2500 1037.02 86 6.0000 1037.02 ARLINGTON TX 76002 2 01/05/05 10 0422771584 05 03/01/05 25.0000 0422771584 O 02/01/35 0 9764591 E82/G01 F 182,000.00 ZZ 360 182,000.00 1 5.8750 1076.60 56 5.6250 1076.60 HENDERSONVILLENC 28739 2 01/07/05 00 0401046834 05 03/01/05 0.0000 0401046834 O 02/01/35 0 9764593 E82/G01 F 186,200.00 ZZ 360 186,200.00 2 5.8750 1101.45 76 5.6250 1101.45 CHICAGO IL 60639 2 01/07/05 00 0401051990 05 03/01/05 0.0000 0401051990 O 02/01/35 0 9764887 253/253 F 492,000.00 ZZ 360 491,498.38 1 5.8750 2910.37 80 5.6250 2910.37 BOWIE MD 20715 4 12/06/04 00 499956 05 02/01/05 0.0000 499956 O 01/01/35 0 9764893 253/253 F 412,000.00 ZZ 360 411,569.84 1 5.7500 2404.33 61 5.5000 2404.33 CAMERON PARK CA 95682 4 12/17/04 00 336855 05 02/01/05 0.0000 336855 O 01/01/35 0 9765045 M27/G01 F 134,000.00 ZZ 360 134,000.00 1 5.6250 771.38 60 5.3750 771.38 CARY NC 27511 1 01/10/05 00 0438860884 01 03/01/05 0.0000 0100029407 O 02/01/35 0 9765061 X89/G01 F 388,000.00 ZZ 360 388,000.00 1 6.1250 2357.53 80 5.8750 2357.53 LAKE ARROWHEADCA 92352 1 01/05/05 00 0438887499 05 03/01/05 0.0000 2075606 O 02/01/35 0 9765079 356/G01 F 420,000.00 ZZ 360 419,581.88 1 6.0000 2518.12 44 5.7500 2518.12 NAPA CA 94558 5 12/17/04 00 0438875957 05 02/01/05 0.0000 29170180 O 01/01/35 0 9765095 356/G01 F 372,000.00 ZZ 360 371,629.67 1 6.0000 2230.33 64 5.7500 2230.33 SAN JOSE CA 95123 2 12/22/04 00 0438871394 05 02/01/05 0.0000 29172798 O 01/01/35 0 9765141 H81/G01 F 360,000.00 ZZ 360 356,992.62 1 6.0000 2158.38 74 5.7500 2158.38 ROCKLIN CA 95765 5 11/04/04 00 0438899080 05 01/01/05 0.0000 44040192 O 12/01/34 0 9765343 E22/G01 F 100,000.00 ZZ 360 100,000.00 1 5.8750 591.54 87 5.6250 591.54 FORT MYERS FL 33919 2 01/07/05 01 0422543314 01 03/01/05 25.0000 0422543314 O 02/01/35 0 9765377 E22/G01 F 133,000.00 ZZ 360 133,000.00 1 5.8750 786.75 46 5.6250 786.75 FRESNO CA 93711 5 01/05/05 00 0422716241 03 03/01/05 0.0000 0422716241 O 02/01/35 0 9765491 E22/G01 F 135,000.00 ZZ 360 135,000.00 1 6.2500 831.22 78 6.0000 831.22 SHEPHERDSTOWN WV 25443 2 01/07/05 00 0422873554 03 03/01/05 0.0000 0422873554 O 02/01/35 0 9765531 E22/G01 F 333,700.00 ZZ 360 333,700.00 1 5.8750 1973.96 60 5.6250 1973.96 SHREWSBURY MA 01545 2 01/07/05 00 0422896928 05 03/01/05 0.0000 0422896928 O 02/01/35 0 9765617 E22/G01 F 248,000.00 ZZ 360 248,000.00 1 5.8750 1467.01 52 5.6250 1467.01 SACRAMENTO CA 95829 2 01/05/05 00 0422947416 05 03/01/05 0.0000 0422947416 O 02/01/35 0 9765645 E22/G01 F 131,000.00 ZZ 360 131,000.00 1 6.1250 795.97 78 5.8750 795.97 AURORA CO 80012 2 01/07/05 00 0422968289 01 03/01/05 0.0000 0422968289 O 02/01/35 0 9765729 E82/G01 F 535,700.00 ZZ 360 535,700.00 1 6.0000 3211.79 35 5.7500 3211.79 REDWOOD CITY CA 94062 2 01/07/05 00 0401051891 05 03/01/05 0.0000 0401051891 O 02/01/35 0 9766035 E82/G01 F 304,400.00 ZZ 360 304,400.00 1 5.8750 1800.64 50 5.6250 1800.64 CERRITOS CA 90703 2 01/05/05 00 0401056890 05 03/01/05 0.0000 0401056890 O 02/01/35 0 9766111 253/253 F 472,400.00 ZZ 360 472,400.00 1 5.3750 2645.31 75 5.1250 2645.31 ALEXANDRIA VA 22308 1 01/03/05 00 370673 05 03/01/05 0.0000 370673 O 02/01/35 0 9766117 975/G01 F 603,700.00 ZZ 360 603,700.00 1 5.8750 3571.11 75 5.6250 3571.11 ROWLAND HEIGHTCA 91748 2 01/01/05 00 0438887721 03 03/01/05 0.0000 2045390 O 02/01/35 0 9766153 253/253 F 1,000,000.00 ZZ 360 998,980.45 1 5.8750 5915.38 65 5.6250 5915.38 HOUSTON TX 77024 4 12/22/04 00 492183 05 02/01/05 0.0000 492183 O 01/01/35 0 9766171 253/253 F 265,000.00 ZZ 360 264,729.82 1 5.8750 1567.58 65 5.6250 1567.58 PAGOSA SPRINGSCO 81147 4 12/22/04 00 334336 03 02/01/05 0.0000 334336 O 01/01/35 0 9766177 Y69/G01 F 523,200.00 ZZ 360 522,653.75 1 5.7500 3053.25 53 5.5000 3053.25 BERKELEY CA 94708 2 12/28/04 00 0438855744 05 02/01/05 0.0000 1040022038 O 01/01/35 0 9766187 Y69/G01 F 372,800.00 ZZ 360 372,419.92 1 5.8750 2205.25 80 5.6250 2205.25 VACAVILLE CA 95688 5 12/13/04 00 0438856197 05 02/01/05 0.0000 1040021429 O 01/01/35 0 9766205 168/168 F 506,000.00 ZZ 360 505,365.16 1 5.8750 2993.19 80 5.6250 2993.19 NORTH HEMPSTEANY 11050 1 12/22/04 00 0539688215 05 02/01/05 0.0000 0539688215 O 01/01/35 0 9766207 168/168 F 937,000.00 ZZ 360 936,089.28 1 6.1250 5693.32 75 5.8750 5693.32 OYSTER BAY NY 11765 1 12/27/04 00 0539667234 05 02/01/05 0.0000 0539667234 O 01/01/35 0 9766209 168/168 F 720,000.00 ZZ 360 719,248.27 1 5.7500 4201.73 80 5.5000 4201.73 ALEXANDRIA VA 22314 1 12/22/04 00 0539836184 06 02/01/05 0.0000 0539836184 O 01/01/35 0 9766211 168/168 F 440,000.00 ZZ 360 439,540.60 1 5.7500 2567.73 70 5.5000 2567.73 BROOKLYN NY 11218 1 12/08/04 00 0539647942 05 02/01/05 0.0000 0539647942 O 01/01/35 0 9766213 168/168 F 450,000.00 ZZ 360 449,552.02 2 6.0000 2697.98 69 5.7500 2697.98 MOUNT PLEASANTNY 10595 1 12/27/04 00 0539775606 05 02/01/05 0.0000 0539775606 O 01/01/35 0 9766215 168/168 F 645,000.00 ZZ 360 644,357.89 1 6.0000 3867.11 77 5.7500 3867.11 NORTH HEMPSTEANY 11507 1 12/22/04 00 0529995395 05 02/01/05 0.0000 0529995395 O 01/01/35 0 9766221 168/168 F 499,200.00 ZZ 360 498,227.12 1 6.1250 3033.20 65 5.8750 3033.20 PLEASANTON CA 94566 2 11/18/04 00 0529881101 05 01/01/05 0.0000 0529881101 O 12/01/34 0 9766225 168/168 F 448,000.00 ZZ 360 447,126.91 1 6.1250 2722.10 80 5.8750 2722.10 YORKTOWN NY 10598 1 11/30/04 00 0539509078 05 01/01/05 0.0000 0539509078 O 12/01/34 0 9766227 168/168 F 520,000.00 ZZ 360 518,563.38 1 5.5000 2952.51 80 5.2500 2952.51 WHITE PLAINS NY 10606 1 11/22/04 00 0529581302 05 01/01/05 0.0000 0529581302 O 12/01/34 0 9766229 168/168 F 620,000.00 ZZ 360 619,367.89 1 5.8750 3667.53 80 5.6250 3667.53 CHAPPAQUA NY 10514 1 12/08/04 00 0539738735 05 02/01/05 0.0000 0539738735 O 01/01/35 0 9766231 168/168 F 584,000.00 ZZ 360 583,404.58 1 5.8750 3454.59 80 5.6250 3454.59 DIX HILLS NY 11746 1 12/15/04 00 0539473022 05 02/01/05 0.0000 0539473022 O 01/01/35 0 9766233 168/168 F 648,000.00 ZZ 360 647,382.55 1 6.2500 3989.85 80 6.0000 3989.85 ORCHARD PARK NY 14127 1 12/17/04 00 0539713783 03 02/01/05 0.0000 0539713783 O 01/01/35 0 9766237 168/168 F 400,000.00 ZZ 360 399,551.78 1 5.3750 2239.89 80 5.1250 2239.89 HEMPSTEAD NY 11710 1 12/22/04 00 0539561797 05 02/01/05 0.0000 0539561797 O 01/01/35 0 9766239 168/168 F 470,000.00 ZZ 360 469,170.46 1 5.8750 2780.23 42 5.6250 2780.23 QUEENS NY 11375 1 12/21/04 00 0539635685 03 02/01/05 0.0000 0539635685 O 01/01/35 0 9766241 168/168 F 525,000.00 T 360 524,513.74 1 6.3750 3275.32 75 6.1250 3275.32 FIRE ISLAND PINY 11782 1 12/21/04 00 0539610151 05 02/01/05 0.0000 0539610151 O 01/01/35 0 9766245 168/168 F 355,000.00 ZZ 360 354,646.59 1 6.0000 2128.41 63 5.7500 2128.41 TRACY CA 95376 5 12/13/04 00 0539596884 03 02/01/05 0.0000 0539596884 O 01/01/35 0 9766247 168/168 F 424,000.00 T 360 423,587.90 1 6.1250 2576.27 80 5.8750 2576.27 MONTAUK NY 11954 1 12/08/04 00 0539575844 05 02/01/05 0.0000 0539575844 O 01/01/35 0 9766251 168/168 F 568,000.00 ZZ 360 567,420.89 1 5.8750 3359.94 80 5.6250 3359.94 RANDOLPH NJ 07869 2 12/21/04 00 0539597325 05 02/01/05 0.0000 0539597325 O 01/01/35 0 9766259 168/168 F 415,200.00 ZZ 360 414,776.68 1 5.8750 2456.07 80 5.6250 2456.07 FLORAL PARK NY 11004 1 12/14/04 00 0539579777 05 02/01/05 0.0000 0539579777 O 01/01/35 0 9766269 Y69/G01 F 442,500.00 ZZ 360 442,038.00 1 5.7500 2582.31 71 5.5000 2582.31 OAKLAND CA 94609 2 12/10/04 00 0438851495 05 02/01/05 0.0000 1040021995 O 01/01/35 0 9766277 Y69/G01 F 600,000.00 ZZ 360 599,373.56 1 5.7500 3501.44 64 5.5000 3501.44 BERKELEY CA 94707 5 12/21/04 00 0438851297 05 02/01/05 0.0000 1040021991 O 01/01/35 0 9766297 Y69/G01 F 900,000.00 ZZ 360 899,060.34 3 5.7500 5252.16 53 5.5000 5252.16 IMPERIAL BEACHCA 91932 5 12/06/04 00 0438854507 05 02/01/05 0.0000 1030019962 O 01/01/35 0 9766309 Y69/G01 F 600,000.00 ZZ 360 599,358.56 1 5.6250 3453.94 80 5.3750 3453.94 LAFAYETTE CA 94549 2 12/14/04 00 0438855868 05 02/01/05 0.0000 1040020449 O 01/01/35 0 9766315 Y69/G01 F 454,000.00 ZZ 360 453,525.99 1 5.7500 2649.43 67 5.5000 2649.43 PLEASANTON CA 94588 2 12/07/04 00 0438855801 05 02/01/05 0.0000 1040020660 O 01/01/35 0 9766391 Y69/G01 F 505,000.00 ZZ 360 504,472.75 1 5.7500 2947.04 69 5.5000 2947.04 SAN FRANCISCO CA 94112 5 12/23/04 00 0438851081 05 02/01/05 0.0000 1040021988 O 01/01/35 0 9766403 Y69/G01 F 546,350.00 ZZ 360 545,765.92 1 5.6250 3145.10 80 5.3750 3145.10 BENICIA CA 94510 2 12/28/04 00 0438857351 05 02/01/05 0.0000 1040022029 O 01/01/35 0 9766421 W30/G01 F 496,000.00 ZZ 360 496,000.00 1 5.7500 2894.52 80 5.5000 2894.52 TOPSFIELD MA 01983 1 01/14/05 00 0438843161 05 03/01/05 0.0000 02937767 O 02/01/35 0 9766443 E33/G01 F 386,600.00 ZZ 360 386,600.00 1 5.5000 2195.08 49 5.2500 2195.08 LAKE BLUFF IL 60044 2 01/10/05 00 0438851222 05 03/01/05 0.0000 85304 O 02/01/35 0 9766509 E22/G01 F 631,200.00 ZZ 360 631,200.00 1 5.8750 3733.79 80 5.6250 3733.79 FAIRFAX VA 22031 1 01/13/05 00 0422530352 05 03/01/05 0.0000 0422530352 O 02/01/35 0 9766557 E22/G01 F 456,000.00 ZZ 360 456,000.00 1 6.0000 2733.95 75 5.7500 2733.95 PASADENA CA 91105 5 01/08/05 00 0422797712 05 03/01/05 0.0000 0422797712 O 02/01/35 0 9766579 E22/G01 F 380,000.00 ZZ 360 380,000.00 1 5.8750 2247.84 79 5.6250 2247.84 GARDEN GROVE CA 92840 5 01/07/05 00 0422844019 05 03/01/05 0.0000 0422844019 O 02/01/35 0 9766627 E22/G01 F 305,000.00 ZZ 360 305,000.00 1 5.7500 1779.90 52 5.5000 1779.90 SCOTTSDALE AZ 85255 1 01/05/05 00 0422926865 03 03/01/05 0.0000 0422926865 O 02/01/35 0 9766771 Y69/G01 F 448,000.00 ZZ 360 447,543.24 1 5.8750 2650.09 69 5.6250 2650.09 HELOTES TX 78023 2 12/23/04 00 0438871485 03 02/01/05 0.0000 3010022429 O 01/01/35 0 9766775 Y69/G01 F 548,000.00 ZZ 360 547,441.29 1 5.8750 3241.63 67 5.6250 3241.63 SACRAMENTO CA 95829 5 12/20/04 00 0438851370 05 02/01/05 0.0000 1020022170 O 01/01/35 0 9766777 Y69/G01 F 520,000.00 ZZ 360 519,457.09 1 5.7500 3034.58 78 5.5000 3034.58 AUBURN CA 95603 2 12/01/04 00 0438854952 05 02/01/05 0.0000 1020021186 O 01/01/35 0 9766785 Y69/G01 F 480,000.00 ZZ 360 479,522.15 1 6.0000 2877.85 67 5.7500 2877.85 DANA POINT CA 92629 5 12/20/04 00 0438853194 05 02/01/05 0.0000 1020021333 O 01/01/35 0 9766787 Y69/G01 F 480,500.00 ZZ 360 480,010.11 1 5.8750 2842.34 77 5.6250 2842.34 VALLEJO CA 94591 2 12/09/04 00 0438854812 03 02/01/05 0.0000 1040021635 O 01/01/35 0 9766789 Y69/G01 F 398,000.00 ZZ 360 397,594.21 1 5.8750 2354.33 58 5.6250 2354.33 HOUSTON TX 77077 2 12/14/04 00 0438850737 03 02/01/05 0.0000 3010022039 O 01/01/35 0 9766791 Y69/G01 F 400,000.00 ZZ 360 399,592.17 1 5.8750 2366.16 70 5.6250 2366.16 EL SOBRANTE CA 94803 5 12/02/04 00 0438855165 05 02/01/05 0.0000 1040021557 O 01/01/35 0 9766793 Y69/G01 F 395,900.00 ZZ 360 395,486.65 1 5.7500 2310.37 49 5.5000 2310.37 WALNUT CREEK CA 94598 2 12/27/04 00 0438854820 05 02/01/05 0.0000 1040022187 O 01/01/35 0 9766795 Y69/G01 F 400,000.00 ZZ 360 399,592.17 1 5.8750 2366.16 63 5.6250 2366.16 ROSEVILLE CA 95747 1 12/22/04 00 0438851941 03 02/01/05 0.0000 1020022242 O 01/01/35 0 9766797 Y69/G01 F 500,000.00 ZZ 360 499,477.96 1 5.7500 2917.87 70 5.5000 2917.87 LOS ANGELES CA 90065 1 12/17/04 00 0438851537 05 02/01/05 0.0000 1030020426 O 01/01/35 0 9766803 Y69/G01 F 495,000.00 ZZ 360 495,000.00 1 5.7500 2888.69 72 5.5000 2888.69 LAGUNA HILLS CA 92653 1 01/03/05 00 0438854630 05 03/01/05 0.0000 1030022054 O 02/01/35 0 9766805 Y69/G01 F 458,000.00 ZZ 360 457,533.04 1 5.8750 2709.25 54 5.6250 2709.25 DISCOVERY BAY CA 94514 2 12/27/04 00 0438859779 03 02/01/05 0.0000 1040021692 O 01/01/35 0 9766807 Y69/G01 F 367,500.00 ZZ 360 367,125.31 1 5.8750 2173.91 75 5.6250 2173.91 PHOENIX AZ 85048 2 12/29/04 00 0438859746 03 02/01/05 0.0000 1010022142 O 01/01/35 0 9766809 Y69/G01 F 530,000.00 ZZ 360 529,459.63 1 5.8750 3135.16 61 5.6250 3135.16 ORINDA CA 94563 5 12/13/04 00 0438854689 05 02/01/05 0.0000 1040022154 O 01/01/35 0 9766811 Y69/G01 F 400,000.00 ZZ 360 399,582.37 1 5.7500 2334.30 62 5.5000 2334.30 OCEANSIDE CA 92054 5 12/02/04 00 0438853863 05 02/01/05 0.0000 1020020626 O 01/01/35 0 9766813 Y69/G01 F 516,250.00 ZZ 360 515,723.65 1 5.8750 3053.82 55 5.6250 3053.82 DANVILLE CA 94526 5 12/01/04 00 0438851859 03 02/01/05 0.0000 1020019261 O 01/01/35 0 9766815 Y69/G01 F 412,000.00 ZZ 360 411,569.84 1 5.7500 2404.33 80 5.5000 2404.33 WOODLAND HILLSCA 91367 1 12/29/04 00 0438850976 05 02/01/05 0.0000 1030022503 O 01/01/35 0 9766901 Y26/G01 F 450,000.00 ZZ 360 449,541.20 1 5.8750 2661.92 49 5.6250 2661.92 PETALUMA CA 94952 1 12/08/04 00 0438851800 05 02/01/05 0.0000 115602235 O 01/01/35 0 9770579 477/G01 F 400,000.00 ZZ 360 400,000.00 1 5.7500 2334.29 56 5.5000 2334.29 WALNUT CREEK CA 94598 2 01/03/05 00 0438872863 05 03/01/05 0.0000 266510 O 02/01/35 0 9770593 477/G01 F 475,000.00 ZZ 360 473,540.04 1 5.8750 2809.80 64 5.6250 2809.80 ANAHEIM CA 92807 1 10/27/04 00 0438845836 03 12/01/04 0.0000 266302 O 11/01/34 0 9770629 A35/G01 F 380,000.00 ZZ 360 380,000.00 1 5.7500 2217.58 60 5.5000 2217.58 MOUNT SINAI NY 11766 1 01/10/05 00 0438884231 03 03/01/05 0.0000 MOLLER4 O 02/01/35 0 9771877 477/G01 F 523,000.00 ZZ 360 522,427.54 1 5.5000 2969.54 64 5.2500 2969.54 NORTHRIDGE CA 91326 5 12/29/04 00 0438881302 03 02/01/05 0.0000 266528 O 01/01/35 0 9771939 253/253 F 383,000.00 ZZ 360 382,609.51 1 5.8750 2265.59 78 5.6250 2265.59 COLORADO SPRINCO 80918 4 12/28/04 00 336975 05 02/01/05 0.0000 336975 O 01/01/35 0 9772017 E22/G01 F 1,000,000.00 T 360 1,000,000.00 1 6.0000 5000.00 48 5.7500 5000.00 BRIGANTINE NJ 08203 1 01/14/05 00 0422831768 05 03/01/05 0.0000 0422831768 O 02/01/35 0 9772111 E22/G01 F 200,000.00 TX 360 200,000.00 1 5.5000 1135.58 49 5.2500 1135.58 ROUND ROCK TX 78681 5 01/10/05 00 0423037092 03 03/01/05 0.0000 0423037092 O 02/01/35 0 9772163 E22/G01 F 414,000.00 ZZ 360 414,000.00 1 5.7500 2415.99 63 5.5000 2415.99 ESCONDIDO CA 92026 5 01/10/05 00 0422994012 05 03/01/05 0.0000 0422994012 O 02/01/35 0 9772173 E22/G01 F 204,000.00 ZZ 360 204,000.00 1 5.8750 1206.74 80 5.6250 1206.74 WHITE LAKE MI 48383 1 01/14/05 00 0422999938 29 03/01/05 0.0000 0422999938 O 02/01/35 0 9772197 E22/G01 F 192,000.00 T 360 192,000.00 1 6.1250 980.00 33 5.8750 980.00 CHICAGO IL 60610 2 01/14/05 00 0422966556 06 03/01/05 0.0000 0422966556 O 02/01/35 0 9772205 E22/G01 F 392,000.00 T 360 392,000.00 1 5.7500 2287.61 80 5.5000 2287.61 VAIL CO 81657 1 01/14/05 00 0422969121 01 03/01/05 0.0000 0422969121 O 02/01/35 0 9772383 E22/G01 F 145,000.00 ZZ 360 145,000.00 1 5.8750 857.73 43 5.6250 857.73 WESTFORD MA 01886 1 01/14/05 00 0422650036 05 03/01/05 0.0000 0422650036 O 02/01/35 0 9772411 E22/G01 F 280,000.00 ZZ 360 280,000.00 1 5.8750 1370.83 77 5.6250 1370.83 RINGWOOD NJ 07456 1 01/14/05 00 0422722538 05 03/01/05 0.0000 0422722538 O 02/01/35 0 9772877 E33/G01 F 592,000.00 ZZ 360 592,000.00 1 5.6250 3407.89 80 5.3750 3407.89 LAKE FOREST IL 60045 1 01/14/05 00 0438881906 05 03/01/05 0.0000 85302 O 02/01/35 0 9773571 E82/G01 F 331,200.00 ZZ 360 331,200.00 1 6.0000 1985.71 72 5.7500 1985.71 CARLSBAD CA 92009 5 01/12/05 00 0401061924 01 03/01/05 0.0000 0401061924 O 02/01/35 0 9773575 E82/G01 F 391,000.00 ZZ 360 391,000.00 1 5.8750 2312.91 75 5.6250 2312.91 SEATTLE WA 98105 5 01/14/05 00 0401060280 05 03/01/05 0.0000 0401060280 O 02/01/35 0 9773603 E22/G01 F 216,000.00 ZZ 360 216,000.00 1 5.6250 1243.42 80 5.3750 1243.42 MIDDLETOWN CT 06457 5 01/12/05 00 0422984450 05 03/01/05 0.0000 0422984450 O 02/01/35 0 9773629 E22/G01 F 297,000.00 ZZ 360 297,000.00 1 5.8750 1454.06 63 5.6250 1454.06 VALLEJO CA 94591 2 01/07/05 00 0422854240 09 03/01/05 0.0000 0422854240 O 02/01/35 0 9773669 E22/G01 F 630,000.00 ZZ 360 630,000.00 1 5.6250 3626.64 70 5.3750 3626.64 LOS ANGELES CA 90006 5 01/11/05 00 0422882753 05 03/01/05 0.0000 0422882753 O 02/01/35 0 9773737 E22/G01 F 376,000.00 ZZ 360 376,000.00 1 5.8750 2224.18 80 5.6250 2224.18 STAFFORD VA 22554 5 01/12/05 00 0423011154 03 03/01/05 0.0000 0423011154 O 02/01/35 0 9773751 E22/G01 F 422,772.00 ZZ 360 422,772.00 1 5.6250 2433.71 80 5.3750 2433.71 EL DORADO HILLCA 95762 1 01/11/05 00 0423019314 03 03/01/05 0.0000 0423019314 O 02/01/35 0 9773867 E22/G01 F 600,000.00 ZZ 360 600,000.00 1 5.8750 3549.23 43 5.6250 3549.23 HALF MOON BAY CA 94019 2 01/10/05 00 0422678359 05 03/01/05 0.0000 0422678359 O 02/01/35 0 9773893 E22/G01 F 188,000.00 ZZ 360 188,000.00 1 6.0000 1127.15 84 5.7500 1127.15 WORCESTER MA 01606 2 01/12/05 11 0422740837 05 03/01/05 12.0000 0422740837 O 02/01/35 0 9773895 E22/G01 F 79,900.00 ZZ 360 79,900.00 1 5.8750 472.64 85 5.6250 472.64 DUNCAN OK 73533 2 01/11/05 04 0422749655 05 03/01/05 12.0000 0422749655 O 02/01/35 0 9773979 E22/G01 F 373,000.00 ZZ 360 373,000.00 1 5.8750 2206.44 77 5.6250 2206.44 HAYWARD CA 94541 5 01/06/05 00 0422896878 05 03/01/05 0.0000 0422896878 O 02/01/35 0 9776859 E22/G01 F 500,000.00 T 360 500,000.00 1 5.8750 2447.92 32 5.6250 2447.92 MONTEREY CA 93940 1 01/10/05 00 0422869651 05 03/01/05 0.0000 0422869651 O 02/01/35 0 9776875 E22/G01 F 130,000.00 ZZ 360 130,000.00 1 5.7500 758.64 41 5.5000 758.64 CAMANO ISLAND WA 98282 5 01/07/05 00 0422889014 03 03/01/05 0.0000 0422889014 O 02/01/35 0 9776919 E22/G01 F 436,000.00 ZZ 360 436,000.00 1 5.7500 2544.38 58 5.5000 2544.38 JORDAN MN 55352 2 01/13/05 00 0422934919 05 03/01/05 0.0000 0422934919 O 02/01/35 0 9776943 E22/G01 F 405,000.00 ZZ 360 405,000.00 1 5.3750 2267.88 78 5.1250 2267.88 GRESHAM OR 97080 1 01/13/05 00 0422947507 05 03/01/05 0.0000 0422947507 O 02/01/35 0 9776955 E22/G01 F 331,000.00 ZZ 360 331,000.00 1 5.8750 1957.99 74 5.6250 1957.99 EL CAJON CA 92020 2 01/06/05 00 0422957530 05 03/01/05 0.0000 0422957530 O 02/01/35 0 9777001 E22/G01 F 369,000.00 ZZ 360 369,000.00 1 5.8750 2182.77 80 5.6250 2182.77 ARCADIA OK 73007 2 01/13/05 00 0422986703 05 03/01/05 0.0000 0422986703 O 02/01/35 0 9777091 E22/G01 F 125,000.00 ZZ 360 125,000.00 1 5.8750 739.42 23 5.6250 739.42 COOL CA 95614 5 01/12/05 00 0423068576 03 03/01/05 0.0000 0423068576 O 02/01/35 0 9777241 696/G01 F 313,000.00 ZZ 360 313,000.00 1 5.8750 1532.40 76 5.6250 1532.40 FAIRFAX VA 22032 1 01/14/05 00 0438878290 09 03/01/05 0.0000 25105007 O 02/01/35 0 9777381 X51/G01 F 427,000.00 ZZ 360 427,000.00 1 5.3750 2391.08 43 5.1250 2391.08 SAN JOSE CA 95120 5 01/13/05 00 0438887267 05 03/01/05 0.0000 0041214002 O 02/01/35 0 9777415 H81/G01 F 379,200.00 ZZ 360 379,200.00 1 5.8750 1856.50 80 5.6250 1856.50 FAIR OAKS CA 95628 2 01/04/05 00 0438925018 05 03/01/05 0.0000 44040478 O 02/01/35 0 9777705 E22/G01 F 285,000.00 ZZ 360 285,000.00 1 5.5000 1618.20 70 5.2500 1618.20 LAKE STEVENS WA 98258 5 01/13/05 00 0422857219 05 03/01/05 0.0000 0422857219 O 02/01/35 0 9777719 E22/G01 F 470,000.00 ZZ 360 470,000.00 1 5.8750 2780.23 54 5.6250 2780.23 SIMI VALLEY CA 93065 1 01/05/05 00 0422871517 03 03/01/05 0.0000 0422871517 O 02/01/35 0 9777737 E22/G01 F 97,600.00 ZZ 360 97,600.00 1 6.0000 585.16 80 5.7500 585.16 MOUNT OLIVE AL 35117 5 01/14/05 00 0422891291 05 03/01/05 0.0000 0422891291 O 02/01/35 0 9777757 E22/G01 F 343,840.00 ZZ 360 343,840.00 1 5.8750 1683.38 80 5.6250 1683.38 LAWRENCE KS 66049 1 01/20/05 00 0422914309 03 03/01/05 0.0000 0422914309 O 02/01/35 0 9777763 E22/G01 F 173,500.00 ZZ 360 173,500.00 4 6.2500 1068.27 79 6.0000 1068.27 CHICAGO IL 60621 2 01/14/05 00 0422925602 05 03/01/05 0.0000 0422925602 O 02/01/35 0 9777893 E22/G01 F 500,000.00 ZZ 360 500,000.00 1 5.8750 2957.69 40 5.6250 2957.69 TORRANCE CA 90277 1 01/14/05 00 0423002336 05 03/01/05 0.0000 0423002336 O 02/01/35 0 9777913 E22/G01 F 280,000.00 ZZ 360 280,000.00 1 5.8750 1656.31 80 5.6250 1656.31 MOORESBURG TN 37811 2 01/14/05 00 0423009265 03 03/01/05 0.0000 0423009265 O 02/01/35 0 9777981 E22/G01 F 222,000.00 ZZ 360 222,000.00 1 6.2500 1156.25 73 6.0000 1156.25 CITRUS HEIGHTSCA 95621 2 01/12/05 00 0423072453 05 03/01/05 0.0000 0423072453 O 02/01/35 0 9778227 E82/G01 F 385,000.00 ZZ 360 385,000.00 1 5.8750 2277.43 76 5.6250 2277.43 ATLANTA GA 30319 2 01/14/05 00 0401057336 03 03/01/05 0.0000 0401057336 O 02/01/35 0 9778229 E82/G01 F 356,000.00 ZZ 360 356,000.00 1 5.8750 2105.88 77 5.6250 2105.88 FALLS CHURCH VA 22042 2 01/14/05 00 0401059852 05 03/01/05 0.0000 0401059852 O 02/01/35 0 9778231 E82/G01 F 565,400.00 ZZ 360 565,400.00 1 5.8750 3344.56 80 5.6250 3344.56 PLEASANTON CA 94566 2 01/14/05 00 0401056429 05 03/01/05 0.0000 0401056429 O 02/01/35 0 9780229 944/G01 F 413,000.00 ZZ 360 412,568.80 1 5.7500 2410.16 64 5.5000 2410.16 SACRAMENTO CA 95818 5 12/27/04 00 0438891541 05 02/01/05 0.0000 W01801634 O 01/01/35 0 9780941 944/G01 F 503,000.00 ZZ 360 502,487.17 1 5.8750 2975.43 68 5.6250 2975.43 DOWNEY CA 90242 5 12/21/04 00 0438888901 05 02/01/05 0.0000 W01801255 O 01/01/35 0 9780955 944/G01 F 411,000.00 ZZ 360 410,580.97 1 5.8750 2431.22 57 5.6250 2431.22 SAN CARLOS CA 94070 2 12/21/04 00 0438893190 05 02/01/05 0.0000 W01800506 O 01/01/35 0 9780963 253/253 F 601,143.00 ZZ 360 601,143.00 1 5.8750 3555.99 77 5.6250 3555.99 AUSTIN TX 78731 4 02/01/05 00 347586 03 03/01/05 0.0000 347586 O 02/01/35 0 9780969 944/G01 F 448,000.00 ZZ 360 447,521.06 1 5.6250 2578.94 54 5.3750 2578.94 SAN JOSE CA 95120 2 12/27/04 00 0438888398 05 02/01/05 0.0000 W01801824 O 01/01/35 0 9781753 E22/G01 F 191,000.00 ZZ 360 191,000.00 1 6.1250 1160.54 80 5.8750 1160.54 PARDEEVILLE WI 53954 2 01/17/05 00 0422604264 05 03/01/05 0.0000 0422604264 O 02/01/35 0 9781785 E22/G01 F 287,250.00 T 360 287,250.00 1 5.8750 1699.19 75 5.6250 1699.19 TRUCKEE CA 96161 1 01/07/05 00 0422794271 03 03/01/05 0.0000 0422794271 O 02/01/35 0 9781811 E22/G01 F 131,702.00 ZZ 360 131,702.00 1 5.8750 779.07 80 5.6250 779.07 LOUISVILLE KY 40223 1 01/21/05 00 0422863480 01 03/01/05 0.0000 0422863480 O 02/01/35 0 9781857 E22/G01 F 168,000.00 ZZ 360 168,000.00 2 5.8750 822.50 80 5.6250 822.50 SPRINGFIELD MA 01108 1 01/21/05 00 0422929448 05 03/01/05 0.0000 0422929448 O 02/01/35 0 9781903 E22/G01 F 169,600.00 ZZ 360 169,600.00 1 5.8750 1003.25 80 5.6250 1003.25 CAMANO ISLAND WA 98282 1 01/18/05 00 0422965210 03 03/01/05 0.0000 0422965210 O 02/01/35 0 9781949 E22/G01 F 72,000.00 ZZ 360 72,000.00 1 6.2500 375.00 80 6.0000 375.00 COLUMBIA SC 29212 2 01/15/05 00 0423000603 05 03/01/05 0.0000 0423000603 O 02/01/35 0 9782087 E82/G01 F 259,300.00 ZZ 360 259,300.00 1 5.8750 1533.86 56 5.6250 1533.86 ALBUQUERQUE NM 87105 2 01/20/05 00 0401061890 05 03/01/05 0.0000 0401061890 O 02/01/35 0 9782157 E82/G01 F 449,050.00 ZZ 360 449,050.00 1 5.8750 2656.31 58 5.6250 2656.31 SAN RAMON CA 94583 2 01/17/05 00 0401062898 05 03/01/05 0.0000 0401062898 O 02/01/35 0 9782159 E82/G01 F 277,000.00 ZZ 360 277,000.00 1 5.8750 1638.56 51 5.6250 1638.56 LOS OSOS CA 93402 2 01/14/05 00 0401060066 05 03/01/05 0.0000 0401060066 O 02/01/35 0 9782163 E82/G01 F 442,000.00 ZZ 360 442,000.00 1 5.8750 2614.60 49 5.6250 2614.60 SAN DIEGO CA 92130 2 01/17/05 00 0401062849 05 03/01/05 0.0000 0401062849 O 02/01/35 0 9782233 E82/G01 F 169,600.00 ZZ 360 169,600.00 1 5.6250 976.31 69 5.3750 976.31 LITCHFIELD PARAZ 85340 2 01/13/05 00 0401059894 05 03/01/05 0.0000 0401059894 O 02/01/35 0 9782371 F01/G01 F 91,600.00 T 360 91,600.00 1 5.6250 429.38 80 5.3750 429.38 PARK CITY UT 84098 1 01/05/05 00 0438897175 01 03/01/05 0.0000 11041562 O 02/01/35 0 9782381 975/G01 F 396,000.00 ZZ 360 396,000.00 1 5.8750 2342.49 80 5.6250 2342.49 TEMPLE CITY CA 91780 1 01/01/05 00 0438886152 01 03/01/05 0.0000 2044330 O 02/01/35 0 9782511 T29/G01 F 184,000.00 ZZ 360 184,000.00 1 5.8750 1088.43 62 5.6250 1088.43 SHOW LOW AZ 85901 2 01/06/05 00 0438884306 05 03/01/05 0.0000 0001609868 O 02/01/35 0 9782877 E22/G01 F 136,000.00 ZZ 360 136,000.00 1 5.8750 804.49 68 5.6250 804.49 LAKE WORTH FL 33461 5 01/18/05 00 0422723825 05 03/01/05 0.0000 0422723825 O 02/01/35 0 9782903 E22/G01 F 415,000.00 ZZ 360 415,000.00 1 5.7500 2421.83 67 5.5000 2421.83 SOUTH WINDSOR CT 06074 2 01/18/05 00 0422827030 05 03/01/05 0.0000 0422827030 O 02/01/35 0 9782913 E22/G01 F 450,000.00 ZZ 360 450,000.00 1 5.8750 2661.92 74 5.6250 2661.92 FREMONT CA 94536 5 01/12/05 00 0422842542 03 03/01/05 0.0000 0422842542 O 02/01/35 0 9782935 E22/G01 F 48,000.00 ZZ 240 48,000.00 1 6.2500 350.85 62 6.0000 350.85 COLQUITT GA 39837 2 01/18/05 00 0422861963 05 03/01/05 0.0000 0422861963 O 02/01/25 0 9782939 E22/G01 F 132,000.00 ZZ 360 132,000.00 1 5.8750 780.83 54 5.6250 780.83 MIAMI FL 33196 5 01/18/05 00 0422899534 05 03/01/05 0.0000 0422899534 O 02/01/35 0 9782943 E22/G01 F 157,000.00 ZZ 360 157,000.00 1 6.2500 966.68 90 6.0000 966.68 BLAIR NE 68008 2 01/18/05 01 0422912683 05 03/01/05 25.0000 0422912683 O 02/01/35 0 9782955 E22/G01 F 142,500.00 ZZ 360 142,500.00 1 6.2500 877.40 79 6.0000 877.40 CAPE CORAL FL 33993 2 01/19/05 00 0422924977 05 03/01/05 0.0000 0422924977 O 02/01/35 0 9782995 E22/G01 F 53,000.00 ZZ 360 53,000.00 1 6.2500 326.33 53 6.0000 326.33 SPRINGDALE AR 72764 5 01/18/05 00 0422956847 05 03/01/05 0.0000 0422956847 O 02/01/35 0 9783025 E22/G01 F 608,000.00 ZZ 360 608,000.00 1 6.0000 3645.27 80 5.7500 3645.27 PLEASANT HILL CA 94523 1 01/14/05 00 0422978585 03 03/01/05 0.0000 0422978585 O 02/01/35 0 9783063 E22/G01 F 720,000.00 ZZ 360 720,000.00 1 5.7500 4201.72 80 5.5000 4201.72 ARLINGTON VA 22205 1 01/24/05 00 0423005438 05 03/01/05 0.0000 0423005438 O 02/01/35 0 9783187 E82/G01 F 646,000.00 ZZ 360 646,000.00 1 5.7500 3769.88 64 5.5000 3769.88 HENDERSON NV 89052 2 01/19/05 00 0401066618 03 03/01/05 0.0000 0401066618 O 02/01/35 0 9783393 E82/G01 F 170,500.00 ZZ 360 170,500.00 1 5.8750 1008.57 60 5.6250 1008.57 HARWICH MA 02645 5 01/18/05 00 0401058821 05 03/01/05 0.0000 0401058821 O 02/01/35 0 9783509 H81/G01 F 649,999.00 ZZ 360 649,999.00 1 5.7500 3793.22 51 5.5000 3793.22 SARATOGA CA 95070 2 01/04/05 00 0438893539 05 03/01/05 0.0000 44040716 O 02/01/35 0 9783575 144/144 F 205,000.00 ZZ 360 205,000.00 1 5.8750 1212.65 44 5.6250 1212.65 VALHALLA NY 10595 5 01/11/05 00 160765453 05 03/01/05 0.0000 160765453 O 02/01/35 0 9783593 E33/G01 F 902,700.00 ZZ 360 902,700.00 1 5.7500 5267.92 66 5.5000 5267.92 LAKE FOREST IL 60045 2 02/05/05 00 0438892184 05 03/01/05 0.0000 85309 O 02/01/35 0 9783649 944/G01 F 377,100.00 ZZ 360 377,100.00 1 6.0000 2260.91 90 5.7500 2260.91 SCOTTSDALE AZ 85255 1 01/06/05 11 0438892457 03 03/01/05 25.0000 W01797294 O 02/01/35 0 9783659 944/G01 F 526,000.00 ZZ 360 526,000.00 1 5.7500 3069.59 78 5.5000 3069.59 SAN JOSE CA 95126 2 01/04/05 00 0438893224 05 03/01/05 0.0000 W01801944 O 02/01/35 0 9783771 944/G01 F 494,400.00 ZZ 360 494,400.00 1 5.8750 2924.56 80 5.6250 2924.56 SANTA ROSA CA 95407 2 12/29/04 00 0438892101 05 03/01/05 0.0000 W01802441 O 02/01/35 0 9783775 944/G01 F 514,200.00 ZZ 360 514,200.00 1 5.7500 3000.73 76 5.5000 3000.73 PLEASANT HILL CA 94523 2 12/29/04 00 0438892283 05 03/01/05 0.0000 W01800691 O 02/01/35 0 9783951 E22/G01 F 190,000.00 ZZ 360 190,000.00 1 5.7500 1108.79 50 5.5000 1108.79 EAST AMWELL NJ 08559 1 01/25/05 00 0422721761 05 03/01/05 0.0000 0422721761 O 02/01/35 0 9784105 E22/G01 F 330,700.00 ZZ 360 330,700.00 1 6.2500 2036.18 80 6.0000 2036.18 ROCKAWAY NJ 07866 2 01/12/05 00 0422981290 05 03/01/05 0.0000 0422981290 O 02/01/35 0 9784289 E82/G01 F 379,000.00 ZZ 360 379,000.00 1 5.8750 2241.93 68 5.6250 2241.93 ALAMEDA CA 94501 2 01/20/05 00 0401062666 05 03/01/05 0.0000 0401062666 O 02/01/35 0 9784291 944/G01 F 696,500.00 ZZ 360 695,755.39 1 5.6250 4009.45 44 5.3750 4009.45 HUNTINGTON BEACA 92648 2 12/27/04 00 0438892424 03 02/01/05 0.0000 W010800381 O 01/01/35 0 9784413 944/G01 F 440,000.00 ZZ 360 439,540.61 1 5.7500 2567.72 68 5.5000 2567.72 DAVIS CA 95616 5 12/17/04 00 0438890808 05 02/01/05 0.0000 W01800382 O 01/01/35 0 9784749 E22/G01 F 115,000.00 ZZ 360 115,000.00 1 5.6250 539.06 39 5.3750 539.06 BLUFFTON SC 29910 5 01/21/05 00 0422897165 03 03/01/05 0.0000 0422897165 O 02/01/35 0 9784833 E22/G01 F 378,000.00 ZZ 360 378,000.00 1 5.7500 2205.91 70 5.5000 2205.91 GAINESVILLE VA 20155 5 01/21/05 00 0422979815 03 03/01/05 0.0000 0422979815 O 02/01/35 0 9784925 E22/G01 F 593,000.00 ZZ 360 593,000.00 1 5.6250 3413.64 57 5.3750 3413.64 WILMETTE IL 60091 5 01/21/05 00 0423045335 05 03/01/05 0.0000 0423045335 O 02/01/35 0 9784995 E22/G01 F 206,100.00 ZZ 360 206,100.00 1 6.0000 1030.50 90 5.7500 1030.50 CARSON CITY NV 89706 1 01/21/05 01 0423097856 05 03/01/05 25.0000 0423097856 O 02/01/35 0 9785017 E22/G01 F 295,000.00 ZZ 360 295,000.00 1 6.0000 1475.00 66 5.7500 1475.00 BONITA CA 91902 5 01/20/05 00 0423127521 01 03/01/05 0.0000 0423127521 O 02/01/35 0 9785101 E82/G01 F 522,600.00 ZZ 360 522,600.00 1 5.8750 3091.38 76 5.6250 3091.38 MORRISVILLE NC 27560 2 01/24/05 00 0401055884 05 03/01/05 0.0000 0401055884 O 02/01/35 0 9785117 E82/G01 F 354,500.00 T 360 354,500.00 1 5.8750 2097.01 65 5.6250 2097.01 THE SEA RANCH CA 95497 2 01/27/05 00 0401064969 03 03/01/05 0.0000 0401064969 O 02/01/35 0 9785935 893/G01 F 500,000.00 ZZ 360 500,000.00 1 5.8750 2957.69 73 5.6250 2957.69 CLOVERDALE CA 95425 5 01/18/05 00 0438895286 05 03/01/05 0.0000 M5010505 O 02/01/35 0 9786025 550/550 F 610,000.00 ZZ 360 610,000.00 1 5.8000 3579.20 26 5.5500 3579.20 BELVEDERE CA 94920 1 01/13/05 00 120713644 05 03/01/05 0.0000 120713644 O 02/01/35 0 9786143 E82/G01 F 394,400.00 ZZ 360 394,400.00 1 5.7500 2301.62 56 5.5000 2301.62 MC LEAN VA 22101 2 01/26/05 00 0401068614 05 03/01/05 0.0000 0401068614 O 02/01/35 0 9786151 E82/G01 F 235,000.00 ZZ 360 235,000.00 1 5.8750 1390.11 76 5.6250 1390.11 DOVER FL 33527 2 01/25/05 00 0401063300 05 03/01/05 0.0000 0401063300 O 02/01/35 0 9786159 E82/G01 F 250,300.00 ZZ 360 250,300.00 1 6.0000 1500.67 95 5.7500 1500.67 GROSSE POINTE MI 48236 2 01/25/05 04 0401069620 05 03/01/05 30.0000 0401069620 O 02/01/35 0 9786175 E82/G01 F 197,900.00 ZZ 360 197,900.00 1 5.7500 1154.90 33 5.5000 1154.90 GLENDALE CA 91207 2 01/25/05 00 0401058607 05 03/01/05 0.0000 0401058607 O 02/01/35 0 9786177 E82/G01 F 178,800.00 ZZ 360 178,800.00 1 6.0000 1072.00 90 5.7500 1072.00 HARTFORD WI 53027 2 01/26/05 04 0401065073 05 03/01/05 25.0000 0401065073 O 02/01/35 0 9786181 E82/G01 F 230,100.00 ZZ 360 230,100.00 1 5.8750 1361.13 64 5.6250 1361.13 SACRAMENTO CA 95822 2 01/25/05 00 0401063524 05 03/01/05 0.0000 0401063524 O 02/01/35 0 9786195 E82/G01 F 259,700.00 ZZ 360 259,700.00 1 5.7500 1515.54 67 5.5000 1515.54 RALEIGH NC 27613 2 01/25/05 00 0401057831 03 03/01/05 0.0000 0401057831 O 02/01/35 0 9786249 E22/G01 F 180,000.00 ZZ 360 180,000.00 1 5.8750 1064.77 62 5.6250 1064.77 LAS VEGAS NV 89139 2 01/06/05 00 0422975771 03 03/01/05 0.0000 0422975771 O 02/01/35 0 9786311 E22/G01 F 445,000.00 ZZ 360 445,000.00 1 5.8750 2632.34 72 5.6250 2632.34 EL DORADO HILLCA 95762 1 01/11/05 00 0423031269 03 03/01/05 0.0000 0423031269 O 02/01/35 0 9786339 E22/G01 F 598,000.00 ZZ 360 598,000.00 1 5.7500 3489.77 80 5.5000 3489.77 PINECREST FL 33156 1 01/27/05 00 0422907535 05 03/01/05 0.0000 0422907535 O 02/01/35 0 9786363 E22/G01 F 380,000.00 ZZ 360 380,000.00 3 6.0000 2278.29 80 5.7500 2278.29 NEWARK NJ 07108 1 01/27/05 00 0422933226 05 03/01/05 0.0000 0422933226 O 02/01/35 0 9786417 E22/G01 F 510,000.00 ZZ 360 510,000.00 1 5.7500 2443.75 79 5.5000 2443.75 BERKELEY CA 94703 1 01/18/05 00 0423104355 05 03/01/05 0.0000 0423104355 O 02/01/35 0 9786641 944/G01 F 432,000.00 ZZ 360 431,538.16 1 5.6250 2486.84 72 5.3750 2486.84 FREMONT CA 94536 5 12/20/04 00 0438894636 03 02/01/05 0.0000 01798368 O 01/01/35 0 9786875 H81/G01 F 388,000.00 ZZ 360 388,000.00 1 5.7500 2264.26 80 5.5000 2264.26 FAIRFIELD CA 94533 1 01/14/05 00 0438896177 03 03/01/05 0.0000 44040765 O 02/01/35 0 9786887 944/G01 F 584,000.00 ZZ 360 584,000.00 1 5.7500 3408.07 80 5.5000 3408.07 CUPERTINO CA 95014 1 01/07/05 00 0438895260 09 03/01/05 0.0000 01801645 O 02/01/35 0 9786895 944/G01 F 550,000.00 ZZ 360 550,000.00 1 5.8750 3253.46 69 5.6250 3253.46 BENICIA CA 94510 5 01/11/05 00 0438894479 05 03/01/05 0.0000 01802845 O 02/01/35 0 9786907 944/G01 F 465,000.00 ZZ 360 464,502.89 1 5.6250 2676.80 79 5.3750 2676.80 NOVATO CA 94947 2 12/27/04 00 0438894750 05 02/01/05 0.0000 01797732 O 01/01/35 0 9786917 944/G01 F 500,000.00 ZZ 360 499,490.23 1 5.8750 2957.69 79 5.6250 2957.69 LOOMIS CA 95650 1 12/28/04 00 0438896482 05 02/01/05 0.0000 01800569 O 01/01/35 0 9786923 944/G01 F 459,500.00 ZZ 360 459,500.00 1 5.7500 2681.52 59 5.5000 2681.52 CASTRO VALLEY CA 94552 5 01/11/05 00 0438894776 03 03/01/05 0.0000 W01803369 O 02/01/35 0 9786925 944/G01 F 650,000.00 ZZ 360 650,000.00 1 6.0000 3897.08 42 5.7500 3897.08 SAN DIEGO CA 92037 5 01/07/05 00 0438895062 05 03/01/05 0.0000 01799718 O 02/01/35 0 9786937 944/G01 F 695,000.00 ZZ 360 695,000.00 1 5.8750 4111.19 58 5.6250 4111.19 BERKELEY CA 94705 2 01/11/05 00 0438896359 05 03/01/05 0.0000 01801723 O 02/01/35 0 9786943 944/G01 F 600,000.00 ZZ 360 600,000.00 1 5.7500 3501.44 80 5.5000 3501.44 LAFAYETTE CA 94549 1 01/07/05 00 0438894966 05 03/01/05 0.0000 01802617 O 02/01/35 0 9786955 944/G01 F 496,000.00 ZZ 360 496,000.00 1 5.7500 2894.52 80 5.5000 2894.52 GRAYSLAKE IL 60030 2 01/10/05 00 0438895146 05 03/01/05 0.0000 01801587 O 02/01/35 0 9786971 944/G01 F 396,000.00 ZZ 360 395,576.65 1 5.6250 2279.60 80 5.3750 2279.60 SAN DIEGO CA 92154 5 12/22/04 00 0438894826 05 02/01/05 0.0000 01798850 O 01/01/35 0 9787569 E22/G01 F 123,000.00 ZZ 360 123,000.00 1 6.2500 757.33 88 6.0000 757.33 NASHUA NH 03062 2 01/24/05 11 0422925586 01 03/01/05 25.0000 0422925586 O 02/01/35 0 9787573 E22/G01 F 116,000.00 ZZ 360 116,000.00 1 6.1250 704.83 80 5.8750 704.83 HILLSBORO MO 63050 2 01/24/05 00 0422929794 05 03/01/05 0.0000 0422929794 O 02/01/35 0 9787625 E22/G01 F 520,000.00 ZZ 360 520,000.00 1 5.7500 3034.58 68 5.5000 3034.58 MIAMI FL 33133 1 01/28/05 00 0422963454 05 03/01/05 0.0000 0422963454 O 02/01/35 0 9788893 975/G01 F 409,700.00 ZZ 360 409,700.00 1 5.8750 2423.53 57 5.6250 2423.53 WALNUT CA 91789 2 01/01/05 00 0438909053 05 03/01/05 0.0000 2045392 O 02/01/35 0 9788971 U80/G01 F 427,500.00 ZZ 360 427,500.00 1 5.7500 2494.77 72 5.5000 2494.77 COLUMBIA SC 29205 5 01/21/05 00 0438897662 05 03/01/05 0.0000 30017598 O 02/01/35 0 9789205 E22/G01 F 141,500.00 ZZ 360 141,500.00 1 6.1250 859.77 76 5.8750 859.77 WASHINGTON UT 84780 2 01/25/05 00 0423045939 03 03/01/05 0.0000 0423045939 O 02/01/35 0 9789243 E22/G01 F 300,000.00 ZZ 360 300,000.00 1 5.8750 1774.61 46 5.6250 1774.61 BONITA CA 91902 5 01/26/05 00 0423065432 05 03/01/05 0.0000 0423065432 O 02/01/35 0 9789295 E22/G01 F 394,000.00 ZZ 360 394,000.00 2 5.5000 2237.09 74 5.2500 2237.09 CHICAGO IL 60630 5 01/26/05 00 0422908400 05 03/01/05 0.0000 0422908400 O 02/01/35 0 9789297 E22/G01 F 198,800.00 ZZ 360 198,800.00 1 5.8750 1175.98 80 5.6250 1175.98 HAMPDEN ME 04444 5 01/25/05 00 0422909978 05 03/01/05 0.0000 0422909978 O 02/01/35 0 9789355 E22/G01 F 64,000.00 ZZ 360 64,000.00 1 5.8750 378.58 75 5.6250 378.58 SAINT LOUIS MO 63134 5 01/26/05 00 0422954826 05 03/01/05 0.0000 0422954826 O 02/01/35 0 9789431 E22/G01 F 450,000.00 ZZ 360 450,000.00 1 5.7500 2626.08 55 5.5000 2626.08 SAN DIEGO CA 92120 5 01/25/05 00 0423077106 05 03/01/05 0.0000 0423077106 O 02/01/35 0 9789583 E22/G01 F 130,000.00 ZZ 360 130,000.00 1 5.8750 769.00 68 5.6250 769.00 PUEBLO CO 81008 2 01/28/05 00 0421984634 05 03/01/05 0.0000 0421984634 O 02/01/35 0 9789667 E22/G01 F 218,400.00 ZZ 360 218,400.00 1 5.6250 1257.23 80 5.3750 1257.23 THORNTON CO 80602 1 01/31/05 00 0422787226 03 03/01/05 0.0000 0422787226 O 02/01/35 0 9789691 E22/G01 F 140,000.00 ZZ 360 140,000.00 1 5.8750 828.15 80 5.6250 828.15 TAYLORS SC 29687 2 01/26/05 00 0422828236 05 03/01/05 0.0000 0422828236 O 02/01/35 0 9789753 E22/G01 F 273,600.00 ZZ 360 273,600.00 1 5.7500 1311.00 80 5.5000 1311.00 STOCKTON CA 95209 2 01/21/05 00 0423000041 05 03/01/05 0.0000 0423000041 O 02/01/35 0 9789787 E22/G01 F 419,000.00 ZZ 360 419,000.00 1 5.8750 2478.54 61 5.6250 2478.54 FAIRFAX STATIOVA 22039 2 01/25/05 00 0423018209 05 03/01/05 0.0000 0423018209 O 02/01/35 0 9789789 E22/G01 F 200,000.00 ZZ 360 200,000.00 1 5.7500 1167.15 80 5.5000 1167.15 ACWORTH GA 30101 1 01/31/05 00 0423018365 05 03/01/05 0.0000 0423018365 O 02/01/35 0 9789871 E22/G01 F 433,000.00 ZZ 360 433,000.00 1 5.8750 2119.90 69 5.6250 2119.90 ALAMEDA CA 94501 2 01/24/05 00 0423128289 05 03/01/05 0.0000 0423128289 O 02/01/35 0 9789899 E22/G01 F 222,000.00 ZZ 360 222,000.00 1 6.2500 1366.89 64 6.0000 1366.89 LAS VEGAS NV 89130 2 01/25/05 00 0423144039 05 03/01/05 0.0000 0423144039 O 02/01/35 0 9790015 E22/G01 F 209,400.00 ZZ 360 209,400.00 1 5.7500 1222.00 60 5.5000 1222.00 CARMICHAEL CA 95608 5 01/26/05 00 0423207844 05 03/01/05 0.0000 0423207844 O 02/01/35 0 9792421 E22/G01 F 415,000.00 ZZ 360 415,000.00 1 5.8750 2454.88 65 5.6250 2454.88 SAN DIEGO CA 92154 5 01/27/05 00 0423197797 03 03/01/05 0.0000 0423197797 O 02/01/35 0 9792489 E22/G01 F 192,916.00 ZZ 360 192,916.00 1 5.8750 1141.17 80 5.6250 1141.17 STUART FL 34997 1 02/01/05 00 0423112697 03 03/01/05 0.0000 0423112697 O 02/01/35 0 9792657 E22/G01 F 396,000.00 ZZ 360 396,000.00 1 5.8750 2342.49 72 5.6250 2342.49 SAN DIEGO CA 92111 2 01/24/05 00 0422931840 05 03/01/05 0.0000 0422931840 O 02/01/35 0 9794913 J53/J53 F 532,000.00 ZZ 360 532,000.00 1 5.7500 3104.61 60 5.5000 3104.61 SUNRISE BEACH MO 65079 2 01/19/05 00 041220000 03 03/01/05 0.0000 041220000 O 02/01/35 0 9794931 642/G01 F 415,800.00 ZZ 360 415,800.00 1 5.8750 2459.61 90 5.6250 2459.61 DENVER CO 80207 1 01/28/05 10 0438910861 05 03/01/05 25.0000 12114404 O 02/01/35 0 9795989 944/G01 F 636,000.00 ZZ 360 636,000.00 1 5.8750 3762.18 77 5.6250 3762.18 SAN RAMON CA 94583 2 01/11/05 00 0438911547 03 03/01/05 0.0000 01803107 O 02/01/35 0 9795991 944/G01 F 440,000.00 ZZ 360 439,540.61 1 5.7500 2567.72 80 5.5000 2567.72 MOLALLA OR 97038 2 12/28/04 00 0438914343 05 02/01/05 0.0000 W01801662 O 01/01/35 0 9795993 944/G01 F 480,000.00 ZZ 360 479,498.85 1 5.7500 2801.15 57 5.5000 2801.15 SAN JOSE CA 95120 2 12/21/04 00 0438909608 05 02/01/05 0.0000 W01801531 O 01/01/35 0 9795995 944/G01 F 475,500.00 ZZ 360 475,500.00 1 5.7500 2774.89 42 5.5000 2774.89 LOS GATOS CA 95033 5 01/12/05 00 0438905655 05 03/01/05 0.0000 W01803590 O 02/01/35 0 9796001 944/G01 F 390,000.00 ZZ 360 390,000.00 1 5.7500 2275.93 73 5.5000 2275.93 LINCOLN CA 95648 5 12/30/04 00 0438898793 05 03/01/05 0.0000 W01801110 O 02/01/35 0 9796003 944/G01 F 428,000.00 ZZ 360 428,000.00 1 5.8750 2531.78 80 5.6250 2531.78 AUBURN CA 95603 1 12/29/04 00 0438905713 03 03/01/05 0.0000 W01798017 O 02/01/35 0 9796009 944/G01 F 540,000.00 ZZ 360 539,436.21 1 5.7500 3151.29 55 5.5000 3151.29 DANVILLE CA 94526 2 12/29/04 00 0438906067 05 02/01/05 0.0000 W01801146 O 01/01/35 0 9796011 944/G01 F 500,000.00 ZZ 360 500,000.00 1 5.7500 2917.86 57 5.5000 2917.86 RANCHO MURIETACA 95683 2 01/05/05 00 0438900581 05 03/01/05 0.0000 W01802689 O 02/01/35 0 9796013 944/G01 F 383,900.00 ZZ 360 383,900.00 1 5.7500 2240.34 80 5.5000 2240.34 FOLSOM CA 95630 1 01/07/05 00 0438908543 05 03/01/05 0.0000 W01799525 O 02/01/35 0 9796015 944/G01 F 415,000.00 ZZ 360 415,000.00 1 5.6250 2388.97 61 5.3750 2388.97 SANTA ROSA CA 95403 5 01/05/05 00 0438905523 03 03/01/05 0.0000 W01802046 O 02/01/35 0 9796017 944/G01 F 604,000.00 ZZ 360 604,000.00 1 5.8750 3572.89 80 5.6250 3572.89 FOLSOM CA 95630 2 01/06/05 00 0438906240 05 03/01/05 0.0000 W01803540 O 02/01/35 0 9796019 944/G01 F 480,000.00 ZZ 360 480,000.00 1 5.8750 2839.38 64 5.6250 2839.38 SAN DIEGO CA 92129 5 01/06/05 00 0438911505 05 03/01/05 0.0000 W01803272 O 02/01/35 0 9796021 944/G01 F 685,000.00 ZZ 360 685,000.00 1 5.7500 3997.47 70 5.5000 3997.47 PLEASANTON CA 94588 2 12/30/04 00 0438906315 05 03/01/05 0.0000 W01800361 O 02/01/35 0 9796023 944/G01 F 681,600.00 ZZ 360 681,600.00 1 5.7500 3977.63 80 5.5000 3977.63 ATASCADERO CA 93422 1 01/10/05 00 0438908568 03 03/01/05 0.0000 W01803042 O 02/01/35 0 9796025 944/G01 F 390,000.00 ZZ 360 390,000.00 1 5.8750 2307.00 60 5.6250 2307.00 CHULA VISTA CA 91910 5 01/11/05 00 0438911513 05 03/01/05 0.0000 W01802138 O 02/01/35 0 9796027 944/G01 F 524,000.00 ZZ 360 524,000.00 1 5.7500 3057.92 72 5.5000 3057.92 NOVATO CA 94949 2 01/05/05 00 0438908832 03 03/01/05 0.0000 W01799113 O 02/01/35 0 9796029 944/G01 F 463,200.00 ZZ 360 463,200.00 1 5.7500 2703.11 80 5.5000 2703.11 AUBURN CA 95603 1 01/03/05 00 0438898207 05 03/01/05 0.0000 01801124 O 02/01/35 0 9796033 944/G01 F 574,000.00 ZZ 360 573,400.71 1 5.7500 3349.71 80 5.5000 3349.71 TEMECULA CA 92592 2 12/29/04 00 0438909954 03 02/01/05 0.0000 01802059 O 01/01/35 0 9796035 944/G01 F 650,000.00 ZZ 360 650,000.00 1 5.7500 3793.22 73 5.5000 3793.22 SAN JUAN BAUTICA 95045 2 12/30/04 00 0438903767 05 03/01/05 0.0000 W01800461 O 02/01/35 0 9796043 944/G01 F 675,000.00 ZZ 360 674,295.26 1 5.7500 3939.12 57 5.5000 3939.12 LAFAYETTE CA 94549 2 12/27/04 00 0438901324 05 02/01/05 0.0000 W01801141 O 01/01/35 0 9796045 944/G01 F 415,000.00 ZZ 360 415,000.00 1 5.8750 2454.88 53 5.6250 2454.88 LOS ANGELES ARCA 90043 5 01/07/05 00 0438905986 05 03/01/05 0.0000 W01801978 O 02/01/35 0 9796047 944/G01 F 550,000.00 ZZ 360 549,425.77 1 5.7500 3209.65 68 5.5000 3209.65 LOS ANGELES CA 90004 5 12/23/04 00 0438901456 05 02/01/05 0.0000 W01800658 O 01/01/35 0 9796049 944/G01 F 750,000.00 ZZ 360 750,000.00 1 5.8750 4436.53 56 5.6250 4436.53 YORBA LINDA CA 92886 2 01/03/05 00 0438905424 05 03/01/05 0.0000 01801361 O 02/01/35 0 9796051 944/G01 F 512,000.00 ZZ 360 512,000.00 1 5.8750 3028.67 75 5.6250 3028.67 SAN JOSE CA 95123 2 01/10/05 00 0438911539 05 03/01/05 0.0000 01802263 O 02/01/35 0 9796055 944/G01 F 732,000.00 ZZ 360 732,000.00 1 5.7500 4271.75 80 5.5000 4271.75 BIRMINGHAM AL 35242 1 01/14/05 00 0438898678 03 03/01/05 0.0000 01804599 O 02/01/35 0 9796057 944/G01 F 1,105,000.00 ZZ 360 1,105,000.00 1 5.7500 6448.48 65 5.5000 6448.48 SEATTLE WA 98199 2 01/10/05 00 0438908451 05 03/01/05 0.0000 01802569 O 02/01/35 0 9796059 944/G01 F 455,000.00 ZZ 360 455,000.00 1 5.7500 2655.26 49 5.5000 2655.26 MORAGA CA 94556 2 01/10/05 00 0438898553 05 03/01/05 0.0000 01804068 O 02/01/35 0 9796061 944/G01 F 392,000.00 ZZ 360 392,000.00 1 5.8750 2318.83 66 5.6250 2318.83 SAN JOSE CA 95136 5 01/12/05 00 0438899874 05 03/01/05 0.0000 W01803522 O 02/01/35 0 9796063 944/G01 F 1,000,000.00 ZZ 360 1,000,000.00 1 5.7500 5835.73 64 5.5000 5835.73 MILL VALLEY CA 94941 1 01/11/05 00 0438898140 05 03/01/05 0.0000 W01803000 O 02/01/35 0 9796065 944/G01 F 497,000.00 ZZ 360 497,000.00 1 5.6250 2861.01 75 5.3750 2861.01 MILPITAS CA 95035 2 01/04/05 00 0438904773 05 03/01/05 0.0000 W01802586 O 02/01/35 0 9796069 944/G01 F 500,000.00 ZZ 360 500,000.00 1 5.7500 2917.86 73 5.5000 2917.86 DOWNERS GROVE IL 60515 2 01/05/05 00 0438899007 05 03/01/05 0.0000 01802371 O 02/01/35 0 9796071 944/G01 F 440,000.00 ZZ 360 440,000.00 1 5.8750 2602.77 80 5.6250 2602.77 SAN JOSE CA 95148 2 01/07/05 00 0438900102 05 03/01/05 0.0000 01803332 O 02/01/35 0 9796079 944/G01 F 600,000.00 ZZ 360 600,000.00 1 5.6250 3453.94 45 5.3750 3453.94 COSTA MESA CA 92626 1 12/29/04 00 0438901225 05 03/01/05 0.0000 01800471 O 02/01/35 0 9796085 944/G01 F 450,400.00 T 360 450,400.00 1 5.7500 2628.41 80 5.5000 2628.41 TUCSON AZ 85718 1 01/07/05 00 0438911489 03 03/01/05 0.0000 01803994 O 02/01/35 0 9796095 944/G01 F 460,000.00 ZZ 360 460,000.00 1 5.8750 2721.07 79 5.6250 2721.07 NORTHVILLE MI 48167 2 01/10/05 00 0438908725 03 03/01/05 0.0000 01802223 O 02/01/35 0 9796097 944/G01 F 485,000.00 ZZ 360 484,505.52 1 5.8750 2868.96 43 5.6250 2868.96 NOVATO CA 94949 2 12/07/04 00 0438898876 05 02/01/05 0.0000 W01790550 O 01/01/35 0 9796127 E22/G01 F 446,000.00 ZZ 360 446,000.00 1 5.8750 2638.26 75 5.6250 2638.26 CARPINTERIA CA 93013 2 01/26/05 00 0423086099 01 03/01/05 0.0000 0423086099 O 02/01/35 0 9796221 E22/G01 F 148,000.00 ZZ 360 148,000.00 1 5.8750 875.48 38 5.6250 875.48 BENICIA CA 94510 5 01/25/05 00 0423027481 05 03/01/05 0.0000 0423027481 O 02/01/35 0 9796235 E22/G01 F 399,000.00 ZZ 360 399,000.00 1 5.8750 2360.24 79 5.6250 2360.24 NAPERVILLE IL 60540 2 01/28/05 00 0422977496 05 03/01/05 0.0000 0422977496 O 02/01/35 0 9796291 E22/G01 F 350,000.00 ZZ 360 350,000.00 1 6.0000 2098.43 77 5.7500 2098.43 LOS ANGELES CA 90026 2 01/26/05 00 0422930834 05 03/01/05 0.0000 0422930834 O 02/01/35 0 9796353 E22/G01 F 109,800.00 ZZ 360 109,800.00 1 5.8750 649.51 90 5.6250 649.51 NORFOLK VA 23509 2 01/28/05 10 0423121722 05 03/01/05 25.0000 0423121722 O 02/01/35 0 9797027 550/550 F 650,000.00 ZZ 360 650,000.00 1 5.6500 3752.04 38 5.4000 3752.04 OAKLAND CA 94618 2 01/14/05 00 120748301 05 03/01/05 0.0000 120748301 O 02/01/35 0 9798663 356/G01 F 447,000.00 ZZ 360 447,000.00 1 6.0000 2680.00 76 5.7500 2680.00 FREMONT CA 94536 2 01/13/05 00 0438926073 05 03/01/05 0.0000 29173911 O 02/01/35 0 9799537 Y26/G01 F 399,900.00 ZZ 360 399,900.00 1 5.6250 2302.05 65 5.3750 2302.05 PETALUMA CA 94952 5 01/25/05 00 0438925281 05 03/01/05 0.0000 115602468 O 02/01/35 0 9799715 E22/G01 F 270,000.00 ZZ 360 270,000.00 1 5.8750 1597.15 65 5.6250 1597.15 CANTON MI 48187 2 01/31/05 00 0423241009 05 03/01/05 0.0000 0423241009 O 02/01/35 0 9800689 E22/G01 F 80,000.00 ZZ 360 80,000.00 1 5.8750 473.23 60 5.6250 473.23 TITUSVILLE FL 32796 2 02/01/05 00 0423025543 05 03/01/05 0.0000 0423025543 O 02/01/35 0 Total Number of Loans 603 Total Original Balance 260,416,698.00 Total Principal Balance 259,777,919.54 Total Original P+I 1,490,552.44 Total Current P+I 1,490,550.22 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 8371316 0.2500 350189.72 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9159948 0.2500 305353.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9465633 0.2500 123831.59 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9558086 0.2500 785870.94 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9562910 0.2500 534000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9562971 0.2500 228372.62 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9586108 0.2500 200000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9588708 0.2500 815500.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9589892 0.2500 1000000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9592411 0.2500 293346.28 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9594460 0.2500 375588.44 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9594480 0.2500 483494.68 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9594496 0.2500 424067.50 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9594524 0.2500 423112.52 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9594528 0.2500 1686208.07 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9594536 0.2500 543218.64 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9594540 0.2500 283204.01 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9594544 0.2500 169826.68 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9594556 0.2500 449518.93 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9594566 0.2500 582346.72 0.0300 5.3750 0.0000 5.1250 0.0000 5.0950 5.0950 0.0000 9594608 0.2500 498953.44 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9594642 0.2500 389573.12 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9594646 0.2500 334615.75 0.0300 5.2500 0.0000 5.0000 0.0000 4.9700 4.9700 0.0000 9594648 0.2500 207772.33 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9594658 0.2500 392559.62 0.0300 5.3750 0.0000 5.1250 0.0000 5.0950 5.0950 0.0000 9594668 0.2500 429056.53 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9594686 0.2500 444000.49 0.0300 5.3750 0.0000 5.1250 0.0000 5.0950 5.0950 0.0000 9594700 0.2500 329655.46 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9594702 0.2500 399582.38 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9594730 0.2500 386189.96 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9594736 0.2500 359128.54 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9594740 0.2500 598562.64 0.0300 5.2500 0.0000 5.0000 0.0000 4.9700 4.9700 0.0000 9594744 0.2500 424033.61 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9594756 0.2500 463955.55 0.0300 5.3750 0.0000 5.1250 0.0000 5.0950 5.0950 0.0000 9595375 0.2500 310230.52 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9602753 0.2500 271183.60 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9603642 0.2500 369622.77 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9607074 0.2500 444024.79 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9607076 0.2500 574399.66 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9607078 0.2500 513488.31 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9607080 0.2500 395576.65 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9607084 0.2500 491510.21 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9607086 0.2500 649237.39 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9607088 0.2500 449562.63 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9607090 0.2500 374608.48 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9607092 0.2500 473516.73 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9607096 0.2500 642528.45 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9607098 0.2500 649271.64 0.0300 5.3750 0.0000 5.1250 0.0000 5.0950 5.0950 0.0000 9607100 0.2500 523452.90 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9607102 0.2500 409581.98 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9607104 0.2500 439518.39 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9607106 0.2500 474480.08 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9607108 0.2500 481208.88 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9608267 0.2500 283267.38 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9609402 0.2500 408000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9612936 0.2500 482096.14 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9613076 0.2500 455546.05 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9613254 0.2500 565000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9613266 0.2500 799950.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9613270 0.2500 359900.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9614314 0.2500 575200.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9614328 0.2500 431527.15 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9615974 0.2500 615500.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9616326 0.2500 410000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9618612 0.2500 999004.49 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9618618 0.2500 341243.35 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9618626 0.2500 968611.45 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9618630 0.2500 240000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9618634 0.2500 1000000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9618760 0.2500 971850.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9618766 0.2500 640000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9620525 0.2500 349244.39 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9621397 0.2500 521000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9629554 0.2500 392000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9630666 0.2500 604000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9638944 0.2500 559429.06 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9639334 0.2500 599200.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9642149 0.2500 249765.86 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9645414 0.2500 372000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9646059 0.2500 346930.37 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9646459 0.2500 223295.03 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9659535 0.2500 345731.60 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9659565 0.2500 479800.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9659673 0.2500 420972.15 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9659915 0.2500 258558.50 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9661037 0.2500 301881.66 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9665295 0.2500 209570.74 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9667923 0.2500 189410.02 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9668667 0.2500 355771.27 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9672793 0.2500 440000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9672881 0.2500 550752.70 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9673273 0.2500 350070.68 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9686359 0.2500 380000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9693049 0.2500 181621.84 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9693315 0.2500 179632.06 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9693325 0.2500 316352.02 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9693329 0.2500 180638.72 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9694137 0.2500 256761.45 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9695503 0.2500 444130.67 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9696787 0.2500 100050.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9697073 0.2500 246492.09 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9704175 0.2500 404000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9704205 0.2500 79847.80 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9704291 0.2500 357618.31 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9704977 0.2500 176837.78 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9705249 0.2500 370322.06 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9706897 0.2500 380000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9708971 0.2500 605382.15 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9709171 0.2500 619982.19 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9709353 0.2500 213600.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9709781 0.2500 444535.39 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9709891 0.2500 363637.64 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9709905 0.2500 310000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9709941 0.2500 339305.01 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9709943 0.2500 399000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9709945 0.2500 213297.43 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 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0.0000 5.6700 5.5000 0.1700 9786175 0.2500 197900.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9786177 0.2500 178800.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9786181 0.2500 230100.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9786195 0.2500 259700.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9786249 0.2500 180000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9786311 0.2500 445000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9786339 0.2500 598000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9786363 0.2500 380000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9786417 0.2500 510000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9786641 0.2500 431538.16 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9786875 0.2500 388000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9786887 0.2500 584000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9786895 0.2500 550000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9786907 0.2500 464502.89 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9786917 0.2500 499490.23 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9786923 0.2500 459500.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9786925 0.2500 650000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9786937 0.2500 695000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9786943 0.2500 600000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9786955 0.2500 496000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9786971 0.2500 395576.65 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9787569 0.2500 123000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9787573 0.2500 116000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9787625 0.2500 520000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9788893 0.2500 409700.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9788971 0.2500 427500.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9789205 0.2500 141500.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9789243 0.2500 300000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9789295 0.2500 394000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9789297 0.2500 198800.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9789355 0.2500 64000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9789431 0.2500 450000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9789583 0.2500 130000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9789667 0.2500 218400.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9789691 0.2500 140000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9789753 0.2500 273600.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9789787 0.2500 419000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9789789 0.2500 200000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9789871 0.2500 433000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9789899 0.2500 222000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9790015 0.2500 209400.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9792421 0.2500 415000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9792489 0.2500 192916.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9792657 0.2500 396000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9794913 0.2500 532000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9794931 0.2500 415800.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9795989 0.2500 636000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9795991 0.2500 439540.61 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9795993 0.2500 479498.85 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9795995 0.2500 475500.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796001 0.2500 390000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796003 0.2500 428000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796009 0.2500 539436.21 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796011 0.2500 500000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796013 0.2500 383900.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796015 0.2500 415000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9796017 0.2500 604000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796019 0.2500 480000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796021 0.2500 685000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796023 0.2500 681600.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796025 0.2500 390000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796027 0.2500 524000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796029 0.2500 463200.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796033 0.2500 573400.71 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796035 0.2500 650000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796043 0.2500 674295.26 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796045 0.2500 415000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796047 0.2500 549425.77 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796049 0.2500 750000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796051 0.2500 512000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796055 0.2500 732000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796057 0.2500 1105000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796059 0.2500 455000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796061 0.2500 392000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796063 0.2500 1000000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796065 0.2500 497000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9796069 0.2500 500000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796071 0.2500 440000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796079 0.2500 600000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9796085 0.2500 450400.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9796095 0.2500 460000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796097 0.2500 484505.52 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796127 0.2500 446000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796221 0.2500 148000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796235 0.2500 399000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9796291 0.2500 350000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9796353 0.2500 109800.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9797027 0.2500 650000.00 0.0300 5.6500 0.0000 5.4000 0.0000 5.3700 5.3700 0.0000 9798663 0.2500 447000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9799537 0.2500 399900.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9799715 0.2500 270000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9800689 0.2500 80000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 Total Number of Loans: 603 Total Original Balance: 260,416,698.00 Total Principal Balance: 259,777,919.54 Total Original P+I: 1,490,552.44 Total Current P+I: 1,490,550.22 EXHIBIT THREE SCHEDULE OF DISCOUNT FRACTIONS (Available Upon Request) Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 9558114 "$502,602.95 " 0.0472 0.006315789 "$3,174.33 " 9558116 "$752,316.41 " 0.0472 0.006315789 "$4,751.47 " 9578144 "$978,182.41 " 0.04595 0.032631579 "$31,919.64 " 9578150 "$453,345.93 " 0.0447 0.058947368 "$26,723.55 " 9578152 "$545,876.04 " 0.0472 0.006315789 "$3,447.64 " 9578166 "$437,972.05 " 0.0472 0.006315789 "$2,766.14 " 9578168 "$407,935.77 " 0.0472 0.006315789 "$2,576.44 " 9578176 "$697,728.82 " 0.0472 0.006315789 "$4,406.71 " 9578178 "$476,400.90 " 0.0472 0.006315789 "$3,008.85 " 9578184 "$368,218.20 " 0.0472 0.006315789 "$2,325.59 " 9578186 "$456,792.96 " 0.0472 0.006315789 "$2,885.01 " 9578188 "$932,878.26 " 0.04595 0.032631579 "$30,441.29 " 9578192 "$519,177.73 " 0.0472 0.006315789 "$3,279.02 " 9578200 "$662,393.50 " 0.0472 0.006315789 "$4,183.54 " 9578206 "$545,674.14 " 0.0472 0.006315789 "$3,446.36 " 9578210 "$61,535.12 " 0.0472 0.006315789 $388.64 9578214 "$366,233.19 " 0.0472 0.006315789 "$2,313.05 " 9578216 "$367,196.77 " 0.04595 0.032631579 "$11,982.21 " 9578220 "$409,903.27 " 0.0472 0.006315789 "$2,588.86 " 9607634 "$567,845.13 " 0.04595 0.032631579 "$18,529.68 " 9607638 "$647,568.17 " 0.0472 0.006315789 "$4,089.90 " 9607646 "$530,009.65 " 0.0472 0.006315789 "$3,347.43 " 9607648 "$340,620.86 " 0.0472 0.006315789 "$2,151.29 " 9607674 "$478,204.19 " 0.0472 0.006315789 "$3,020.24 " 9607676 "$347,375.65 " 0.0472 0.006315789 "$2,193.95 " 9607684 "$538,975.98 " 0.0472 0.006315789 "$3,404.06 " 9607698 "$465,234.52 " 0.04595 0.032631579 "$15,181.34 " 9607730 "$694,365.01 " 0.04595 0.032631579 "$22,658.23 " 9607732 "$520,026.60 " 0.04595 0.032631579 "$16,969.29 " 9607734 "$809,428.36 " 0.04595 0.032631579 "$26,412.93 " 9607740 "$409,462.34 " 0.0472 0.006315789 "$2,586.08 " 9607744 "$398,487.81 " 0.04595 0.032631579 "$13,003.29 " 9607746 "$412,451.11 " 0.0472 0.006315789 "$2,604.95 " 9607752 "$403,484.79 " 0.0472 0.006315789 "$2,548.33 " 9610000 "$636,609.33 " 0.0472 0.006315789 "$4,020.69 " 9612834 "$398,487.81 " 0.04595 0.032631579 "$13,003.29 " 9612858 "$547,942.30 " 0.0472 0.006315789 "$3,460.69 " 9632709 "$700,431.90 " 0.04595 0.032631579 "$22,856.20 " 9643337 "$601,147.44 " 0.0472 0.006315789 "$3,796.72 " 9653749 "$348,181.46 " 0.0472 0.006315789 "$2,199.04 " 9655577 "$255,903.12 " 0.04595 0.032631579 "$8,350.52 " 9664311 "$399,394.60 " 0.04345 0.085263158 "$34,053.64 " 9678707 "$893,251.69 " 0.0472 0.006315789 "$5,641.59 " 9697355 "$593,096.75 " 0.0447 0.058947368 "$34,961.49 " 9697473 "$430,745.80 " 0.0472 0.006315789 "$2,720.50 " 9697499 "$428,119.81 " 0.0472 0.006315789 "$2,703.91 " 9703315 "$635,151.17 " 0.04595 0.032631579 "$20,725.99 " 9706485 "$369,181.61 " 0.04595 0.032631579 "$12,046.98 " 9719301 "$102,041.44 " 0.0472 0.006315789 $644.47 9726059 "$322,277.03 " 0.04595 0.032631579 "$10,516.41 " 9733057 "$565,651.88 " 0.04595 0.032631579 "$18,458.11 " 9733079 "$364,011.67 " 0.0472 0.006315789 "$2,299.02 " 9733097 "$640,110.72 " 0.04595 0.032631579 "$20,887.82 " 9733099 "$375,494.72 " 0.0447 0.058947368 "$22,134.43 " 9733101 "$351,817.03 " 0.0472 0.006315789 "$2,222.00 " 9733115 "$387,045.25 " 0.04595 0.032631579 "$12,629.90 " 9735531 "$530,988.50 " 0.0472 0.006315789 "$3,353.61 " 9739065 "$462,725.32 " 0.0472 0.006315789 "$2,922.48 " 9739091 "$562,011.78 " 0.0472 0.006315789 "$3,549.55 " 9739095 "$530,817.15 " 0.0472 0.006315789 "$3,352.53 " 9740883 "$501,024.27 " 0.04595 0.032631579 "$16,349.21 " 9743103 "$418,428.67 " 0.0472 0.006315789 "$2,642.71 " 9747593 "$572,848.77 " 0.0472 0.006315789 "$3,617.99 " 9751653 "$173,349.02 " 0.0472 0.006315789 "$1,094.84 " 9758187 "$600,945.59 " 0.0447 0.058947368 "$35,424.16 " 9758321 "$449,013.81 " 0.0472 0.006315789 "$2,835.88 " 9758845 "$446,323.91 " 0.0472 0.006315789 "$2,818.89 " 9759885 "$498,129.36 " 0.0472 0.006315789 "$3,146.08 " 9777129 "$506,175.95 " 0.0472 0.006315789 "$3,196.90 " 9783205 "$335,400.00 " 0.04595 0.032631579 "$10,944.63 " 9786343 "$298,400.00 " 0.0472 0.006315789 "$1,884.63 " 9787775 "$415,000.00 " 0.0472 0.006315789 "$2,621.05 " 9790533 "$592,000.00 " 0.0472 0.006315789 "$3,738.95 " 9794911 "$500,000.00 " 0.0447 0.058947368 "$29,473.68 " Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 8371316 "$350,189.72 " 0.0547 0.005454545 "$1,910.13 " 9562910 "$534,000.00 " 0.0522 0.050909091 "$27,185.45 " 9586108 "$200,000.00 " 0.0522 0.050909091 "$10,181.82 " 9589892 "$1,000,000.00 " 0.0547 0.005454545 "$5,454.55 " 9594460 "$375,588.44 " 0.0522 0.050909091 "$19,120.87 " 9594480 "$483,494.68 " 0.0547 0.005454545 "$2,637.24 " 9594496 "$424,067.50 " 0.0522 0.050909091 "$21,588.89 " 9594524 "$423,112.52 " 0.0547 0.005454545 "$2,307.89 " 9594536 "$543,218.64 " 0.05345 0.028181818 "$15,308.89 " 9594540 "$283,204.01 " 0.0547 0.005454545 "$1,544.75 " 9594556 "$449,518.93 " 0.05345 0.028181818 "$12,668.26 " 9594566 "$582,346.72 " 0.05095 0.073636364 "$42,881.89 " 9594608 "$498,953.44 " 0.0547 0.005454545 "$2,721.56 " 9594642 "$389,573.12 " 0.0522 0.050909091 "$19,832.81 " 9594646 "$334,615.75 " 0.0497 0.096363636 "$32,244.79 " 9594648 "$207,772.33 " 0.0522 0.050909091 "$10,577.50 " 9594658 "$392,559.62 " 0.05095 0.073636364 "$28,906.66 " 9594668 "$429,056.53 " 0.0522 0.050909091 "$21,842.88 " 9594686 "$444,000.49 " 0.05095 0.073636364 "$32,694.58 " 9594700 "$329,655.46 " 0.0547 0.005454545 "$1,798.12 " 9594702 "$399,582.38 " 0.0547 0.005454545 "$2,179.54 " 9594730 "$386,189.96 " 0.0547 0.005454545 "$2,106.49 " 9594736 "$359,128.54 " 0.05345 0.028181818 "$10,120.90 " 9594740 "$598,562.64 " 0.0497 0.096363636 "$57,679.67 " 9594744 "$424,033.61 " 0.0522 0.050909091 "$21,587.17 " 9594756 "$463,955.55 " 0.05095 0.073636364 "$34,164.00 " 9607074 "$444,024.79 " 0.05345 0.028181818 "$12,513.43 " 9607076 "$574,399.66 " 0.0547 0.005454545 "$3,133.09 " 9607080 "$395,576.65 " 0.05345 0.028181818 "$11,148.07 " 9607090 "$374,608.48 " 0.0547 0.005454545 "$2,043.32 " 9607096 "$642,528.45 " 0.0547 0.005454545 "$3,504.70 " 9607098 "$649,271.64 " 0.05095 0.073636364 "$47,810.00 " 9607100 "$523,452.90 " 0.0547 0.005454545 "$2,855.20 " 9607104 "$439,518.39 " 0.0522 0.050909091 "$22,375.48 " 9607106 "$474,480.08 " 0.0522 0.050909091 "$24,155.35 " 9609402 "$408,000.00 " 0.0547 0.005454545 "$2,225.45 " 9612936 "$482,096.14 " 0.0547 0.005454545 "$2,629.62 " 9613266 "$799,950.00 " 0.0547 0.005454545 "$4,363.36 " 9613270 "$359,900.00 " 0.0547 0.005454545 "$1,963.09 " 9614314 "$575,200.00 " 0.0547 0.005454545 "$3,137.45 " 9614328 "$431,527.15 " 0.0522 0.050909091 "$21,968.65 " 9618618 "$341,243.35 " 0.0547 0.005454545 "$1,861.33 " 9618766 "$640,000.00 " 0.0547 0.005454545 "$3,490.91 " 9621397 "$521,000.00 " 0.0522 0.050909091 "$26,523.64 " 9629554 "$392,000.00 " 0.0547 0.005454545 "$2,138.18 " 9630666 "$604,000.00 " 0.0547 0.005454545 "$3,294.55 " 9639334 "$599,200.00 " 0.0547 0.005454545 "$3,268.36 " 9645414 "$372,000.00 " 0.0547 0.005454545 "$2,029.09 " 9646459 "$223,295.03 " 0.0547 0.005454545 "$1,217.97 " 9659565 "$479,800.00 " 0.0547 0.005454545 "$2,617.09 " 9672793 "$440,000.00 " 0.05345 0.028181818 "$12,400.00 " 9672881 "$550,752.70 " 0.05345 0.028181818 "$15,521.21 " 9686359 "$380,000.00 " 0.0522 0.050909091 "$19,345.45 " 9694137 "$256,761.45 " 0.0547 0.005454545 "$1,400.52 " 9704175 "$404,000.00 " 0.05345 0.028181818 "$11,385.45 " 9706897 "$380,000.00 " 0.0547 0.005454545 "$2,072.73 " 9709353 "$213,600.00 " 0.0522 0.050909091 "$10,874.18 " 9709781 "$444,535.39 " 0.0547 0.005454545 "$2,424.74 " 9709977 "$287,959.81 " 0.05345 0.028181818 "$8,115.23 " 9710817 "$592,014.96 " 0.05345 0.028181818 "$16,684.06 " 9711785 "$479,449.42 " 0.0497 0.096363636 "$46,201.49 " 9712117 "$444,535.38 " 0.0547 0.005454545 "$2,424.74 " 9712307 "$998,955.94 " 0.0547 0.005454545 "$5,448.85 " 9712827 "$584,389.23 " 0.0547 0.005454545 "$3,187.58 " 9712953 "$459,519.73 " 0.0547 0.005454545 "$2,506.47 " 9713035 "$296,682.49 " 0.05345 0.028181818 "$8,361.05 " 9714649 "$459,519.73 " 0.0547 0.005454545 "$2,506.47 " 9720437 "$306,279.90 " 0.0547 0.005454545 "$1,670.62 " 9720747 "$487,838.33 " 0.0547 0.005454545 "$2,660.94 " 9721109 "$476,000.00 " 0.05345 0.028181818 "$13,414.55 " 9721111 "$621,600.00 " 0.0547 0.005454545 "$3,390.55 " 9721849 "$511,200.00 " 0.0547 0.005454545 "$2,788.36 " 9721995 "$450,000.00 " 0.0522 0.050909091 "$22,909.09 " 9722107 "$547,500.00 " 0.0547 0.005454545 "$2,986.36 " 9722283 "$195,716.01 " 0.0547 0.005454545 "$1,067.54 " 9724317 "$171,820.42 " 0.0547 0.005454545 $937.20 9724717 "$267,000.00 " 0.0547 0.005454545 "$1,456.36 " 9724917 "$756,500.00 " 0.0547 0.005454545 "$4,126.36 " 9726067 "$512,464.40 " 0.0547 0.005454545 "$2,795.26 " 9726279 "$399,482.48 " 0.0547 0.005454545 "$2,179.00 " 9728587 "$434,512.57 " 0.05095 0.073636364 "$31,995.93 " 9733767 "$108,600.00 " 0.0522 0.050909091 "$5,528.73 " 9733925 "$599,358.56 " 0.05345 0.028181818 "$16,891.01 " 9733933 "$519,491.67 " 0.0547 0.005454545 "$2,833.59 " 9733935 "$500,000.00 " 0.0547 0.005454545 "$2,727.27 " 9735375 "$349,634.57 " 0.0547 0.005454545 "$1,907.10 " 9735535 "$528,864.14 " 0.05345 0.028181818 "$14,904.35 " 9738389 "$648,411.07 " 0.05345 0.028181818 "$18,273.40 " 9739055 "$1,000,000.00 " 0.0547 0.005454545 "$5,454.55 " 9740397 "$423,557.32 " 0.0547 0.005454545 "$2,310.31 " 9740423 "$523,901.11 " 0.0547 0.005454545 "$2,857.64 " 9741333 "$399,162.76 " 0.0547 0.005454545 "$2,177.25 " 9741367 "$454,540.21 " 0.0547 0.005454545 "$2,479.31 " 9741377 "$395,800.00 " 0.0547 0.005454545 "$2,158.91 " 9741553 "$594,578.57 " 0.0547 0.005454545 "$3,243.16 " 9741889 "$375,107.95 " 0.0547 0.005454545 "$2,046.04 " 9745595 "$607,150.22 " 0.05345 0.028181818 "$17,110.60 " 9748265 "$573,271.83 " 0.0522 0.050909091 "$29,184.75 " 9749157 "$454,513.57 " 0.05345 0.028181818 "$12,809.02 " 9749163 "$370,853.11 " 0.05345 0.028181818 "$10,451.31 " 9750735 "$501,975.36 " 0.0547 0.005454545 "$2,738.05 " 9750813 "$214,775.53 " 0.0547 0.005454545 "$1,171.50 " 9751359 "$448,220.31 " 0.05345 0.028181818 "$12,631.66 " 9751395 "$535,939.86 " 0.0547 0.005454545 "$2,923.31 " 9755267 "$392,589.68 " 0.0547 0.005454545 "$2,141.40 " 9756541 "$274,712.88 " 0.0547 0.005454545 "$1,498.43 " 9757319 "$333,051.91 " 0.0547 0.005454545 "$1,816.65 " 9757333 "$199,786.19 " 0.05345 0.028181818 "$5,630.34 " 9757389 "$360,000.00 " 0.0547 0.005454545 "$1,963.64 " 9757897 "$400,000.00 " 0.0547 0.005454545 "$2,181.82 " 9758243 "$512,464.40 " 0.0547 0.005454545 "$2,795.26 " 9758251 "$469,497.54 " 0.05345 0.028181818 "$13,231.29 " 9758265 "$518,944.62 " 0.05345 0.028181818 "$14,624.80 " 9758323 "$412,558.48 " 0.05345 0.028181818 "$11,626.65 " 9758617 "$549,081.40 " 0.0547 0.005454545 "$2,994.99 " 9758841 "$524,451.87 " 0.0547 0.005454545 "$2,860.65 " 9759655 "$195,780.38 " 0.05095 0.073636364 "$14,416.56 " 9759795 "$440,000.00 " 0.0547 0.005454545 "$2,400.00 " 9759807 "$472,000.00 " 0.0547 0.005454545 "$2,574.55 " 9762281 "$257,231.15 " 0.0547 0.005454545 "$1,403.08 " 9762747 "$389,171.07 " 0.0547 0.005454545 "$2,122.75 " 9762751 "$429,551.06 " 0.0547 0.005454545 "$2,343.01 " 9762753 "$489,488.41 " 0.0547 0.005454545 "$2,669.94 " 9762757 "$538,842.71 " 0.05345 0.028181818 "$15,185.57 " 9762759 "$380,992.15 " 0.05345 0.028181818 "$10,737.05 " 9762763 "$439,540.61 " 0.0547 0.005454545 "$2,397.49 " 9762775 "$531,444.56 " 0.0547 0.005454545 "$2,898.79 " 9762781 "$429,151.47 " 0.0547 0.005454545 "$2,340.83 " 9762787 "$681,687.51 " 0.0547 0.005454545 "$3,718.30 " 9762789 "$495,585.21 " 0.0547 0.005454545 "$2,703.19 " 9762791 "$619,352.68 " 0.0547 0.005454545 "$3,378.29 " 9762793 "$632,858.57 " 0.0547 0.005454545 "$3,451.96 " 9762795 "$506,644.84 " 0.0522 0.050909091 "$25,792.83 " 9762797 "$464,502.89 " 0.05345 0.028181818 "$13,090.54 " 9762801 "$549,425.77 " 0.0547 0.005454545 "$2,996.87 " 9762805 "$444,524.27 " 0.05345 0.028181818 "$12,527.50 " 9762807 "$484,481.51 " 0.05345 0.028181818 "$13,653.57 " 9762809 "$494,483.19 " 0.0547 0.005454545 "$2,697.18 " 9762815 "$431,972.23 " 0.05345 0.028181818 "$12,173.76 " 9762829 "$387,187.88 " 0.0547 0.005454545 "$2,111.93 " 9762831 "$479,014.37 " 0.05345 0.028181818 "$13,499.50 " 9762835 "$672,594.73 " 0.05345 0.028181818 "$18,954.94 " 9762839 "$479,498.85 " 0.0547 0.005454545 "$2,615.45 " 9762851 "$799,164.75 " 0.0547 0.005454545 "$4,359.08 " 9762853 "$537,424.85 " 0.05345 0.028181818 "$15,145.61 " 9762855 "$545,829.53 " 0.0547 0.005454545 "$2,977.25 " 9762863 "$649,321.36 " 0.0547 0.005454545 "$3,541.75 " 9762865 "$403,154.38 " 0.0547 0.005454545 "$2,199.02 " 9762867 "$631,839.63 " 0.0547 0.005454545 "$3,446.40 " 9762871 "$648,606.96 " 0.05345 0.028181818 "$18,278.92 " 9762873 "$539,436.21 " 0.0547 0.005454545 "$2,942.38 " 9762881 "$599,358.56 " 0.05345 0.028181818 "$16,891.01 " 9762883 "$484,493.63 " 0.0547 0.005454545 "$2,642.69 " 9762887 "$467,011.90 " 0.0547 0.005454545 "$2,547.34 " 9762889 "$446,832.99 " 0.0547 0.005454545 "$2,437.27 " 9762893 "$498,953.44 " 0.0547 0.005454545 "$2,721.56 " 9762895 "$399,622.32 " 0.05345 0.028181818 "$11,262.08 " 9762897 "$444,535.39 " 0.0547 0.005454545 "$2,424.74 " 9762899 "$612,359.99 " 0.0547 0.005454545 "$3,340.15 " 9764093 "$443,386.59 " 0.0547 0.005454545 "$2,418.47 " 9764095 "$429,529.33 " 0.0522 0.050909091 "$21,866.95 " 9764893 "$411,569.84 " 0.0547 0.005454545 "$2,244.93 " 9765045 "$134,000.00 " 0.05345 0.028181818 "$3,776.36 " 9766111 "$472,400.00 " 0.05095 0.073636364 "$34,785.82 " 9766177 "$522,653.75 " 0.0547 0.005454545 "$2,850.84 " 9766209 "$719,248.27 " 0.0547 0.005454545 "$3,923.17 " 9766211 "$439,540.60 " 0.0547 0.005454545 "$2,397.49 " 9766227 "$518,563.38 " 0.0522 0.050909091 "$26,399.59 " 9766237 "$399,551.78 " 0.05095 0.073636364 "$29,421.54 " 9766269 "$442,038.00 " 0.0547 0.005454545 "$2,411.12 " 9766277 "$599,373.56 " 0.0547 0.005454545 "$3,269.31 " 9766297 "$899,060.34 " 0.0547 0.005454545 "$4,903.97 " 9766309 "$599,358.56 " 0.05345 0.028181818 "$16,891.01 " 9766315 "$453,525.99 " 0.0547 0.005454545 "$2,473.78 " 9766391 "$504,472.75 " 0.0547 0.005454545 "$2,751.67 " 9766403 "$545,765.92 " 0.05345 0.028181818 "$15,380.68 " 9766421 "$496,000.00 " 0.0547 0.005454545 "$2,705.45 " 9766443 "$386,600.00 " 0.0522 0.050909091 "$19,681.45 " 9766627 "$305,000.00 " 0.0547 0.005454545 "$1,663.64 " 9766777 "$519,457.09 " 0.0547 0.005454545 "$2,833.40 " 9766793 "$395,486.65 " 0.0547 0.005454545 "$2,157.20 " 9766797 "$499,477.96 " 0.0547 0.005454545 "$2,724.43 " 9766803 "$495,000.00 " 0.0547 0.005454545 "$2,700.00 " 9766811 "$399,582.37 " 0.0547 0.005454545 "$2,179.54 " 9766815 "$411,569.84 " 0.0547 0.005454545 "$2,244.93 " 9770579 "$400,000.00 " 0.0547 0.005454545 "$2,181.82 " 9770629 "$380,000.00 " 0.0547 0.005454545 "$2,072.73 " 9771877 "$522,427.54 " 0.0522 0.050909091 "$26,596.31 " 9772111 "$200,000.00 " 0.0522 0.050909091 "$10,181.82 " 9772163 "$414,000.00 " 0.0547 0.005454545 "$2,258.18 " 9772205 "$392,000.00 " 0.0547 0.005454545 "$2,138.18 " 9772877 "$592,000.00 " 0.05345 0.028181818 "$16,683.64 " 9773603 "$216,000.00 " 0.05345 0.028181818 "$6,087.27 " 9773669 "$630,000.00 " 0.05345 0.028181818 "$17,754.55 " 9773751 "$422,772.00 " 0.05345 0.028181818 "$11,914.48 " 9776875 "$130,000.00 " 0.0547 0.005454545 $709.09 9776919 "$436,000.00 " 0.0547 0.005454545 "$2,378.18 " 9776943 "$405,000.00 " 0.05095 0.073636364 "$29,822.73 " 9777381 "$427,000.00 " 0.05095 0.073636364 "$31,442.73 " 9777705 "$285,000.00 " 0.0522 0.050909091 "$14,509.09 " 9780229 "$412,568.80 " 0.0547 0.005454545 "$2,250.38 " 9780969 "$447,521.06 " 0.05345 0.028181818 "$12,611.96 " 9782233 "$169,600.00 " 0.05345 0.028181818 "$4,779.64 " 9782371 "$91,600.00 " 0.05345 0.028181818 "$2,581.45 " 9782903 "$415,000.00 " 0.0547 0.005454545 "$2,263.64 " 9783063 "$720,000.00 " 0.0547 0.005454545 "$3,927.27 " 9783187 "$646,000.00 " 0.0547 0.005454545 "$3,523.64 " 9783509 "$649,999.00 " 0.0547 0.005454545 "$3,545.45 " 9783593 "$902,700.00 " 0.0547 0.005454545 "$4,923.82 " 9783659 "$526,000.00 " 0.0547 0.005454545 "$2,869.09 " 9783775 "$514,200.00 " 0.0547 0.005454545 "$2,804.73 " 9783951 "$190,000.00 " 0.0547 0.005454545 "$1,036.36 " 9784291 "$695,755.39 " 0.05345 0.028181818 "$19,607.65 " 9784413 "$439,540.61 " 0.0547 0.005454545 "$2,397.49 " 9784749 "$115,000.00 " 0.05345 0.028181818 "$3,240.91 " 9784833 "$378,000.00 " 0.0547 0.005454545 "$2,061.82 " 9784925 "$593,000.00 " 0.05345 0.028181818 "$16,711.82 " 9786143 "$394,400.00 " 0.0547 0.005454545 "$2,151.27 " 9786175 "$197,900.00 " 0.0547 0.005454545 "$1,079.45 " 9786195 "$259,700.00 " 0.0547 0.005454545 "$1,416.55 " 9786339 "$598,000.00 " 0.0547 0.005454545 "$3,261.82 " 9786417 "$510,000.00 " 0.0547 0.005454545 "$2,781.82 " 9786641 "$431,538.16 " 0.05345 0.028181818 "$12,161.53 " 9786875 "$388,000.00 " 0.0547 0.005454545 "$2,116.36 " 9786887 "$584,000.00 " 0.0547 0.005454545 "$3,185.45 " 9786907 "$464,502.89 " 0.05345 0.028181818 "$13,090.54 " 9786923 "$459,500.00 " 0.0547 0.005454545 "$2,506.36 " 9786943 "$600,000.00 " 0.0547 0.005454545 "$3,272.73 " 9786955 "$496,000.00 " 0.0547 0.005454545 "$2,705.45 " 9786971 "$395,576.65 " 0.05345 0.028181818 "$11,148.07 " 9787625 "$520,000.00 " 0.0547 0.005454545 "$2,836.36 " 9788971 "$427,500.00 " 0.0547 0.005454545 "$2,331.82 " 9789295 "$394,000.00 " 0.0522 0.050909091 "$20,058.18 " 9789431 "$450,000.00 " 0.0547 0.005454545 "$2,454.55 " 9789667 "$218,400.00 " 0.05345 0.028181818 "$6,154.91 " 9789753 "$273,600.00 " 0.0547 0.005454545 "$1,492.36 " 9789789 "$200,000.00 " 0.0547 0.005454545 "$1,090.91 " 9790015 "$209,400.00 " 0.0547 0.005454545 "$1,142.18 " 9794913 "$532,000.00 " 0.0547 0.005454545 "$2,901.82 " 9795991 "$439,540.61 " 0.0547 0.005454545 "$2,397.49 " 9795993 "$479,498.85 " 0.0547 0.005454545 "$2,615.45 " 9795995 "$475,500.00 " 0.0547 0.005454545 "$2,593.64 " 9796001 "$390,000.00 " 0.0547 0.005454545 "$2,127.27 " 9796009 "$539,436.21 " 0.0547 0.005454545 "$2,942.38 " 9796011 "$500,000.00 " 0.0547 0.005454545 "$2,727.27 " 9796013 "$383,900.00 " 0.0547 0.005454545 "$2,094.00 " 9796015 "$415,000.00 " 0.05345 0.028181818 "$11,695.45 " 9796021 "$685,000.00 " 0.0547 0.005454545 "$3,736.36 " 9796023 "$681,600.00 " 0.0547 0.005454545 "$3,717.82 " 9796027 "$524,000.00 " 0.0547 0.005454545 "$2,858.18 " 9796029 "$463,200.00 " 0.0547 0.005454545 "$2,526.55 " 9796033 "$573,400.71 " 0.0547 0.005454545 "$3,127.64 " 9796035 "$650,000.00 " 0.0547 0.005454545 "$3,545.45 " 9796043 "$674,295.26 " 0.0547 0.005454545 "$3,677.97 " 9796047 "$549,425.77 " 0.0547 0.005454545 "$2,996.87 " 9796055 "$732,000.00 " 0.0547 0.005454545 "$3,992.73 " 9796057 "$1,105,000.00 " 0.0547 0.005454545 "$6,027.27 " 9796059 "$455,000.00 " 0.0547 0.005454545 "$2,481.82 " 9796063 "$1,000,000.00 " 0.0547 0.005454545 "$5,454.55 " 9796065 "$497,000.00 " 0.05345 0.028181818 "$14,006.36 " 9796069 "$500,000.00 " 0.0547 0.005454545 "$2,727.27 " 9796079 "$600,000.00 " 0.05345 0.028181818 "$16,909.09 " 9796085 "$450,400.00 " 0.0547 0.005454545 "$2,456.73 " 9797027 "$650,000.00 " 0.0537 0.023636364 "$15,363.64 " 9799537 "$399,900.00 " 0.05345 0.028181818 "$11,269.91 " EXHIBIT FOUR 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 aggregate Stated Principal Balance of the Mortgage Loans and of the Group I Loans and Group II Loans determined separately after giving effect to the distribution of principal on such Distribution Date; (vi) the aggregate Certificate Principal Balance of each Class of Certificates and the related Senior Percentage, after giving effect to the amounts distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than pursuant to an actual distribution of principal; (vii) the related Subordinate Principal Distribution Amount and Prepayment Distribution Percentage, if applicable; (viii) on the basis of the most recent reports furnished to it by Sub-Servicers, (a) the number and aggregate principal balances of Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Mortgage Loans that are in foreclosure, (b) the number and aggregate principal balances of Reportable Modified Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Reportable Modified Mortgage Loans that are in foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans, other Servicing Modifications and totals, and (c) for all Reportable Modified Mortgage Loans, the number and aggregate Stated Principal Balance of Reportable Modified Mortgage Loans that have been liquidated, the subject of pay-offs and that have been repurchased by the Master Servicer or Seller; (ix) the number, aggregate principal balance and book value of any REO Properties; (x) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates, after giving effect to the distribution made on such Distribution Date; (xi) each Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the close of business on such Distribution Date and a description of any change in the calculation of such amounts; (xii) the weighted average Pool Strip Rate for such Distribution Date and Class A-V Certificates and each Subclass, if any, thereof; (xiii) the Notional Amount with respect to each class of Interest Only Certificates and each Subclass Notional Amount; (xiv) the occurrence of either Credit Support Depletion Date; (xv) the related Senior Accelerated Distribution Percentage applicable to such distribution; (xvi) the related Senior Percentage for such Distribution Date; (xvii) the aggregate amount of Realized Losses for such Distribution Date; (xviii) the aggregate amount of any recoveries on previously foreclosed loans from Sellers due to a breach of representation or warranty assigned to the Trustee pursuant to Section 2.04; (xix) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; and (xx) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. The Trustee's internet website will initially be located at http://www.usbank.com/mbs. To receive this statement via first class mail, telephone the Trustee at (800) 934-6802. EXHIBIT FIVE EXECUTION COPY STANDARD TERMS OF POOLING AND SERVICING AGREEMENT Dated as of December 1, 2004 Residential Funding Mortgage Securities I, Inc. Mortgage Pass-Through Certificates
TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01 Definitions.............................................................1 Section 1.02 Use of Words and Phrases...............................................33 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 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. 41 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..........................................................45 Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee................................................................45 Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II..............45 Section 2.08 Purposes and Powers of the Trust.......................................45 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 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....................................47 Section 3.03 Successor Subservicers.................................................48 Section 3.04 Liability of the Master Servicer.......................................49 Section 3.05 No Contractual Relationship Between Subservicer and Trustee or Certificateholders.......................................................................49 Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee........49 Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account. 50 Section 3.08 Subservicing Accounts; Servicing Accounts..............................53 Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage Loans. 54 Section 3.10 Permitted Withdrawals from the Custodial Account.......................54 Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder..56 Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage......57 Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments..........................................................59 Section 3.14 Realization Upon Defaulted Mortgage Loans..............................61 Section 3.15 Trustee to Cooperate; Release of Mortgage Files........................64 Section 3.16 Servicing and Other Compensation; Compensating Interest................66 Section 3.17 Reports to the Trustee and the Company.................................67 Section 3.18 Annual Statement as to Compliance......................................67 Section 3.19 Annual Independent Public Accountants' Servicing Report................68 Section 3.20 Rights of the Company in Respect of the Master Servicer................68 Section 3.21 Administration of Buydown Funds........................................68 Section 3.22 Advance Facility.......................................................69 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account....................................................73 Section 4.02 Distributions..........................................................74 Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting...................................................................74 Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. 76 Section 4.05 Allocation of Realized Losses..........................................77 Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property..........77 Section 4.07 Optional Purchase of Defaulted Mortgage Loans..........................78 Section 4.08 Surety Bond............................................................78 ARTICLE V THE CERTIFICATES Section 5.01 The Certificates.......................................................78 Section 5.02 Registration of Transfer and Exchange of Certificates..................81 Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates......................87 Section 5.04 Persons Deemed Owners..................................................87 Section 5.05 Appointment of Paying Agent............................................88 ARTICLE VI THE COMPANY AND THE MASTER SERVICER Section 6.01 Respective Liabilities of the Company and the Master Servicer..........88 Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer.........................88 Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others.89 Section 6.04 Company and Master Servicer Not to Resign..............................90 ARTICLE VII DEFAULT Section 7.01 Events of Default......................................................90 Section 7.02 Trustee or Company to Act; Appointment of Successor....................92 Section 7.03 Notification to Certificateholders.....................................94 Section 7.04 Waiver of Events of Default............................................94 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01 Duties of Trustee......................................................94 Section 8.02 Certain Matters Affecting the Trustee..................................96 Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans..................98 Section 8.04 Trustee May Own Certificates...........................................98 Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification....98 Section 8.06 Eligibility Requirements for Trustee...................................99 Section 8.07 Resignation and Removal of the Trustee.................................99 Section 8.08 Successor Trustee.....................................................100 Section 8.09 Merger or Consolidation of Trustee....................................101 Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................101 Section 8.11 Appointment of Custodians.............................................102 Section 8.12 Appointment of Office or Agency.......................................103 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...103 Section 9.02 Additional Termination Requirements...................................107 Section 9.03 Termination of Multiple REMICs........................................107 ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration..................................................108 Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification......111 Section 10.03 Designation of REMIC(s)...............................................112 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment.............................................................112 Section 11.02 Recordation of Agreement; Counterparts................................115 Section 11.03 Limitation on Rights of Certificateholders............................115 Section 11.04 Governing Law.........................................................116 Section 11.05 Notices...............................................................116 Section 11.06 Required Notices to Rating Agency and Subservicer.....................116 Section 11.07 Severability of Provisions............................................117 Section 11.08 Supplemental Provisions for Resecuritization..........................117 Section 11.09 Allocation of Voting Rights...........................................118 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
This is the Standard Terms of Pooling and Servicing Agreement, dated as of December 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 FUNDING MORTGAGE SECURITIES I, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and the trustee named in the applicable Series Supplement (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT: The Company intends to sell certain mortgage pass-through certificates (collectively, the "Certificates"), to be issued under each Agreement in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Accretion Termination Date: As defined in the Series Supplement. -------------------------- Accrual Certificates: As defined in the Series Supplement. -------------------- Accrued Certificate Interest: With respect to each Distribution Date, as to any Class or Subclass of Certificates (other than any Principal Only Certificates), interest accrued during the related Interest Accrual Period at the related Pass-Through Rate on the Certificate Principal Balance or Notional Amount thereof immediately prior to such Distribution Date. Accrued Certificate Interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months. In each case Accrued Certificate Interest on any Class or Subclass of Certificates will be reduced by the amount of: (i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group (to the extent not offset by the Master Servicer with a payment of Compensating Interest as provided in Section 4.01), 1 (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 or (B) made with respect to delinquencies that were ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, and (iv) any other interest shortfalls not covered by the subordination provided by the Class M Certificates and Class B Certificates, including interest that is not collectible from the Mortgagor pursuant to the Relief Act, 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, 2 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. 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. 3 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. 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 and any amounts deposited in the Custodial Account pursuant to Section 9.01, (v) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in respect of such Distribution Date and (vii) the proceeds of any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (x) the Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount shall be determined separately for each Loan Group. Additionally, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, if on any Distribution Date Compensating Interest provided pursuant to Section 3.16(e) is less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in connection with 4 Principal Prepayments in Full received during the related Prepayment Period and Curtailments made in the prior calendar month, such Compensating Interest shall be allocated on such Distribution Date to the Available Distribution Amount for each Loan Group on a pro rata basis in accordance with the respective amounts of such Prepayment Interest Shortfalls incurred on the Mortgage Loans in such Loan Group in respect of such Distribution Date. Bankruptcy Code: The Bankruptcy Code of 1978, as amended. --------------- Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation or Debt Service Reduction; provided, however, that neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long as the Master Servicer has notified the Trustee in writing that the Master Servicer is diligently pursuing any remedies that may exist in connection with the representations and warranties made regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case without giving effect to any Debt Service Reduction. Book-Entry Certificate: Any Certificate registered in the name of the Depository or its nominee, and designated as such in the Preliminary Statement to the Series Supplement. Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of New York, the State of Michigan, the State of California or the State of Illinois (and such other state or states in which the Custodial Account or the Certificate Account are at the time located) are required or authorized by law or executive order to be closed. Buydown Funds: Any amount contributed by the seller of a Mortgaged Property, the Company or other source in order to enable the Mortgagor to reduce the payments required to be made from the Mortgagor's funds in the early years of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to deposit into the Custodial or Certificate Account. Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of interest is paid out of related Buydown Funds in accordance with a related buydown agreement. Capitalization Reimbursement Amount: As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date. Capitalization Reimbursement Shortfall Amount: As to any Distribution Date, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans during the 5 preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount for that Distribution Date. Call Rights: As defined in Section 9.01(f). Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan. Certificate Account Deposit Date: As to any Distribution Date, the Business Day prior thereto. Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register, and, in respect of any Insured Certificates, the Certificate Insurer to the extent of Cumulative Insurance Payments, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a Class R Certificate for purposes hereof and, solely for the purpose of giving any consent or direction pursuant to this Agreement, any Certificate, other than a Class R Certificate, registered in the name of the Company, the Master Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be outstanding and the Percentage Interest or Voting Rights evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has been obtained. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate Register. Certificate Insurer: As defined in the Series Supplement. ------------------- 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 6 (iii) in the case of each Accrual Certificate, an amount equal to the aggregate Accrued Certificate Interest added to the Certificate Principal Balance thereof prior to such date of determination, minus (iv) the sum of (x) the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that the Certificate Principal Balance of the Class of Subordinate Certificates with the Lowest Priority at any given time shall be further reduced by an amount equal to the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance of all Classes of Certificates then outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage Loans. Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 5.02. Class: Collectively, all of the Certificates bearing the same designation. The initial Class A-V Certificates and any Subclass thereof issued pursuant to Section 5.01(c) shall be a single Class for purposes of this Agreement. Class A-P Certificate: Any one of the Certificates designated as a Class A-P Certificate. Class A-P Collection Shortfall: With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount described in Section 4.02(b)(i)(C)(2). Class A-P Principal Distribution Amount: As defined in Section 4.02. --------------------------------------- Class A-V Certificate: Any one of the Certificates designated as a Class A-V Certificate, including any Subclass thereof. Class B Certificate: Any one of the Certificates designated as a Class B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate. Class M Certificate: Any one of the Certificates designated as a Class M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate. Closing Date: As defined in the Series Supplement. ------------ Code: The Internal Revenue Code of 1986. 7 Combined Collateral LLC: Combined Collateral LLC, a Delaware limited liability company. Commission: The Securities and Exchange Commission. ---------- Compensating Interest: With respect to any Distribution Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in Full during the related Prepayment Period and Curtailments during the prior calendar month and included in the Available Distribution Amount for such Distribution Date, but not more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans immediately preceding such Distribution Date and (b) the sum of the Servicing Fee and all income and gain on amounts held in the Custodial Account and the Certificate Account and payable to the Certificateholders with respect to such Distribution Date; provided that for purposes of this definition the amount of the Servicing Fee will not be reduced pursuant to Section 7.02(a) except as may be required pursuant to the last sentence of such paragraph. 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. 8 Credit Support Depletion Date: The first Distribution Date on which the Certificate Principal Balances of the Subordinate Certificates have been reduced to zero. Credit Support Pledge Agreement: The Credit Support Pledge Agreement, dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage Corporation, Combined Collateral LLC and The First National Bank of Chicago (now known as Bank One, National Association), as custodian. Cumulative Insurance Payments: As defined in the Series Supplement. Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full. Custodial Account: The custodial account or accounts created and maintained pursuant to Section 3.07 in the name of a depository institution, as custodian for the holders of the Certificates, for the holders of certain other interests in mortgage loans serviced or sold by the Master Servicer and for the Master Servicer, into which the amounts set forth in Section 3.07 shall be deposited directly. Any such account or accounts shall be an Eligible Account. Custodial Agreement: An agreement that may be entered into among the Company, the Master Servicer, the Trustee and a Custodian pursuant to which the Custodian will hold certain documents relating to the Mortgage Loans on behalf of the Trustee. Custodian: A custodian appointed pursuant to a Custodial Agreement. --------- Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof at the Cut-off Date after giving effect to all installments of principal due on or prior thereto (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. 9 Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59 days" or "30 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the last business day immediately prior to the next following monthly scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the last business day immediately prior to the second following monthly scheduled due date; and so on. The determination as to whether a Mortgage Loan falls into these categories is made as of the close of business on the last business day of each month. For example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of the close of business on July 31 would then be considered to be 30 to 59 days delinquent. Delinquency information as of the Cut-off Date is determined and prepared as of the close of business on the last business day immediately prior to the Cut-off Date. Depository: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is Cede & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository. Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and has not been replaced. Determination Date: As defined in the Series Supplement. ------------------ Discount Fraction: With respect to each Discount Mortgage Loan, the fraction expressed as a percentage, the numerator of which is the Discount Net Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount Mortgage Loan is set forth as an exhibit attached to the Series Supplement. Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to the definition of Qualified Substitute Mortgage Loan. Discount Net Mortgage Rate: As defined in the Series Supplement. 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 10 a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any "electing large partnership," as defined in Section 775(a) of the Code and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms "United States", "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. Distribution Date: The 25th day of any month beginning in the month immediately following the month of the initial issuance of the Certificates or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day. Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due Period on which the Monthly Payment is due. Due Period: With respect to any Distribution Date, the one-month period set forth in the Series Supplement. Eligible Account: An account that is any of the following: (i) maintained with a depository institution the debt obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Trustee and each Rating Agency) the registered Holders of Certificates have a claim with respect to the funds in such account or a perfected first security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of the Custodial Account, a trust account or accounts maintained in the corporate trust department of JPMorgan Chase Bank, 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 11 accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency). Event of Default: As defined in Section 7.01. ---------------- Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which exceeds the then applicable Bankruptcy Amount. Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount. Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof, that exceeds the then applicable Special Hazard Amount. Excess Subordinate Principal Amount: With respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Class of Subordinate Certificates then outstanding with the Lowest Priority is to be reduced to zero and on which Realized Losses are to be allocated to such class or classes, the excess, if any, of (i) the amount that would otherwise be distributable in respect of principal on such class or classes of Certificates on such Distribution Date over (ii) the excess, if any, of the aggregate Certificate Principal Balance of such class or classes of Certificates immediately prior to such Distribution Date over the aggregate amount of Realized Losses to be allocated to such classes of Certificates on such Distribution Date as reduced by any amount calculated pursuant to Section 4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or more Loan Groups, the Excess Subordinate Principal Amount will be allocated between each Loan Group on a pro rata basis in accordance with the amount of Realized Losses attributable to each Loan Group and allocated to the Certificates on such Distribution Date. Exchange Act: The Securities and Exchange Act of 1934, as amended. 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: 12 1. by any government or sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces; or 2. by military, naval or air forces; or 3. by an agent of any such government, power, authority or forces; (d) any weapon of war employing atomic fission or radioactive force whether in time of peace or war; or (e) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority; or risks of contraband or illegal transportation or trade. Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event. Fannie Mae: Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto. FASIT: A "financial asset securitization investment trust" within the meaning of Section 860L of the Code. FDIC: Federal Deposit Insurance Corporation or any successor thereto. ---- Final Distribution Date: The Distribution Date on which the final distribution in respect of the Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than the end of the 90-day liquidation period described in Section 9.02. Fitch: Fitch, Inc. or its successor in interest. ----- Form 10-K Certification: As defined in Section 4.03(e). ----------------------- Foreclosure Profits: As to any Distribution Date or related Determination Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the month in which such Cash Liquidation or REO Disposition occurred. 13 Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the origination of such Mortgage Loan. Freddie Mac: Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto. Highest Priority: As of any date of determination, the Class of Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, with the earliest priority for payments pursuant to Section 4.02(a), in the following order: Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates. Independent: When used with respect to any specified Person, means such a Person who (i) is in fact independent of the Company, the Master Servicer and the Trustee, or any Affiliate thereof, (ii) does not have any direct financial interest or any material indirect financial interest in the Company, the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected with the Company, the Master Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Initial Certificate Principal Balance: With respect to each Class of Certificates, the Certificate Principal Balance of such Class of Certificates as of the Cut-off Date, as set forth in the Series Supplement. Initial Monthly Payment Fund: An amount representing scheduled principal amortization and interest at the Net Mortgage Rate for the Due Date in the first Due Period commencing subsequent to the Cut-off Date for those Mortgage Loans for which the Trustee will not be entitled to receive such payment, and as more specifically defined in the Series Supplement. Initial Notional Amount: With respect to any Class or Subclass of Interest Only Certificates, the amount initially used as the principal basis for the calculation of any interest payment amount, as more specifically defined in the Series Supplement. 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. 14 Interest Accrual Period: As defined in the Series Supplement. Interest Only Certificates: A Class or Subclass of Certificates not entitled to ---------------------------- payments of principal, and designated as such in the Series Supplement. The Interest Only Certificates will have no Certificate Principal Balance. Interim Certification: As defined in Section 2.02. --------------------- Junior Certificateholder: The Holder of not less than 95% of the Percentage Interests of the Junior Class of Certificates. Junior Class of Certificates: The Class of Subordinate Certificates outstanding as of the date of the repurchase of a Mortgage Loan pursuant to Section 4.07 herein that has the Lowest Priority. Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered. Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by the Master Servicer in connection with the taking of an entire Mortgaged Property by exercise of the power of eminent domain or condemnation or in connection with the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds. Loan Group: Any group of Mortgage Loans designated as a separate loan group in the Series Supplement. The Certificates relating to each Loan Group will be designated in the Series Supplement. Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of which is the current principal balance of the related Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property. Lower Priority: As of any date of determination and any Class of Subordinate Certificates, any other Class of Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, with later priority for payments pursuant to Section 4.02(a). Lowest Priority: As of any date of determination, the Class of Subordinate Certificates then outstanding with the latest priority for payments pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates. Maturity Date: The latest possible maturity date, solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the Certificate Principal Balance of each Class of Certificates (other than the Interest Only Certificates which have no Certificate Principal Balance) and each Uncertificated REMIC Regular Interest would be reduced to zero, as designated in the Series Supplement. 15 MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto. MERS(R) System: The system of recording transfers of Mortgages electronically maintained by MERS. MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS(R) System. MLCC: Merrill Lynch Credit Corporation, or its successor in interest. ---- Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification. Modified Mortgage Rate: As to any Mortgage Loan that is the subject of a Servicing Modification, the Mortgage Rate minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was reduced. 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. 16 Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally so held being identified in the initial Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation, (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto. Mortgage Loan Schedule: As defined in the Series Supplement. ---------------------- Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto. Mortgage Pool: The pool of mortgage loans, including all Loan Groups, if any, consisting of the Mortgage Loans. Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the related Mortgage Note, or any modification thereto other than a Servicing Modification. Mortgaged Property: The underlying real property securing a Mortgage Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and Cooperative Stock. Mortgagor: The obligor on a Mortgage Note. --------- Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest equal to the Adjusted Mortgage Rate less the per annum rate at which the Servicing Fee is calculated. Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage Loan. Non-Primary Residence Loans: The Mortgage Loans designated as secured by second or vacation residences, or by non-owner occupied residences, on the Mortgage Loan Schedule. Non-United States Person: Any Person other than a United States Person. Nonrecoverable Advance: Any Advance previously made or proposed to be made by the Master Servicer or Subservicer in respect of a Mortgage Loan (other than a Deleted Mortgage Loan) 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 17 determines that no other source of payment or reimbursement for such advances is available to it, such Servicing Advances shall be deemed to be Nonrecoverable Advances. The determination by the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance would constitute a Nonrecoverable Advance, shall be evidenced by an Officers' Certificate delivered to the Company, the Trustee and any Certificate Insurer. Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject to a Subservicing Agreement. Notional Amount: With respect to any Class or Subclass of Interest Only Certificates, an amount used as the principal basis for the calculation of any interest payment amount, as more specifically defined in the Series Supplement. Officers' Certificate: A certificate signed by the Chairman of the Board, the President or a Vice President or Assistant Vice President, or a Director or Managing Director, and by the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Company or the Master Servicer, as the case may be, and delivered to the Trustee, as required by this Agreement. Opinion of Counsel: A written opinion of counsel acceptable to the Trustee and the Master Servicer, who may be counsel for the Company or the Master Servicer, provided that any opinion of counsel (i) referred to in the definition of "Disqualified Organization" or (ii) relating to the qualification of any REMIC formed under the Series Supplement or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of Independent counsel. Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including an REO Property) which was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition and which was not purchased, deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or 4.07. Ownership Interest: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee. Pass-Through Rate: As defined in the Series Supplement. ----------------- Paying Agent: The Trustee or any successor Paying Agent appointed by the Trustee. 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. 18 Permitted Investments: One or more of the following: --------------------- (i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States; (ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available; (iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor's, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor's and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is the Rating Agency; (iv) commercial paper and demand notes (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each Rating Agency in its highest short-term rating available; provided that such commercial paper shall have a remaining maturity of not more than 30 days; (v) a money market fund or a qualified investment fund rated by each Rating Agency in its highest long-term rating available; and 19 (vi) other obligations or securities that are acceptable to each Rating Agency as a Permitted Investment hereunder and will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency, as evidenced in writing; provided, however, no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations. References herein to the highest rating available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa in the case of Moody's, and references herein to the highest rating available on unsecured commercial paper and short-term debt obligations shall mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch; 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) investments in A-1 rated securities are not eligible for the Reserve Fund; (iv) the terms of the debt must have a predetermined fixed dollar amount of principal due at maturity that cannot vary; and (v) 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. Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization or Non-United States Person. Person: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Pledged Amount: With respect to any Pledged Asset Loan, the amount of money remitted to Combined Collateral LLC, at the direction of or for the benefit of the related Mortgagor. Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or such other collateral, other than the related Mortgaged Property, set forth in the Series Supplement. Pledged Assets: With respect to any Mortgage Loan, all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description pledged by Combined Collateral LLC as security in respect of any Realized Losses in connection with such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any related collateral, or such other collateral as may be set forth in the Series Supplement. 20 Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master Servicer. Pooling and Servicing Agreement or Agreement: With respect to any Series, this Standard Terms together with the related Series Supplement. Pool Stated Principal Balance: As to any Distribution Date, the aggregate of the Stated Principal Balances of each Mortgage Loan. Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the Discount Net Mortgage Rate (but not less than 0.00%) per annum. Prepayment Distribution Trigger: With respect to any Distribution Date and any Class of Subordinate Certificates (other than the Class M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to the sum of the related Initial Subordinate Class Percentages of such Classes of Subordinate Certificates. Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during the portion of the related Prepayment Period that falls during the prior calendar month, an amount equal to the excess of one month's interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such month to the date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal to one month's interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment. Prepayment Period: As to any Distribution Date and Principal Prepayment in Full, the period commencing on the 16th day of the month prior to the month prior to the month in which that Distribution Date occurs and ending on the 15th day of the month in which such Distribution Date occurs. Primary Insurance Policy: Each primary policy of mortgage guaranty insurance or any replacement policy therefor referred to in Section 2.03(b)(iv) and (v). 21 Principal Only Certificates: A Class of Certificates not entitled to payments of interest, and more specifically designated as such in the Series Supplement. Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest on such payment due on any date or dates in any month or months subsequent to the month of prepayment. Principal Prepayment in Full: Any Principal Prepayment of the entire principal balance of a Mortgage Loan that is made by the Mortgagor. Program Guide: Collectively, the Client Guide and the Servicer Guide for Residential Funding's mortgage loan purchase and conduit servicing program and all supplements and amendments thereto published by Residential Funding from time to time. Purchase Price: With respect to any Mortgage Loan (or REO Property) required to be or otherwise purchased on any date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the case of a purchase made by the Master Servicer) on the Stated Principal Balance thereof to the Due Date in the Due Period related to the Distribution Date occurring in the month following the month of purchase from the Due Date to which interest was last paid by the Mortgagor. Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Residential Funding or the Company for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers' Certificate delivered to the Trustee, with a copy to the Custodian, (i) have an outstanding principal balance, after deduction of the principal portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be deposited by Residential Funding in the Custodial Account in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; 22 (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 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, 23 (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. 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. Relief Act: The Servicemembers Civil Relief Act or similar legislation 24 or regulations as in effect from time to time. Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor that are not collectible from the Mortgagor pursuant to the Relief Act. 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. 25 Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been subject to an interest rate reduction, (ii) has been subject to a term extension or (iii) has had amounts owing on such Mortgage Loan capitalized by adding such amount to the Stated Principal Balance of such Mortgage Loan; provided, however, that a Mortgage Loan modified in accordance with clause (i) above for a temporary period shall not be a Reportable Modified Mortgage Loan if such Mortgage Loan has not been delinquent in payments of principal and interest for six months since the date of such modification if that interest rate reduction is not made permanent thereafter. Request for Release: A request for release, the forms of which are attached as Exhibit F hereto, or an electronic request in a form acceptable to the Custodian. Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to be maintained from time to time under this Agreement, the Program Guide or the related Subservicing Agreement in respect of such Mortgage Loan. Required Surety Payment: With respect to any Additional Collateral Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if any, of (a) the amount of Additional Collateral required at origination with respect to such Mortgage Loan over (b) the net proceeds realized by the Subservicer from the related Additional Collateral. Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Company and not in its capacity as Master Servicer, 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. 26 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 27 (ii) that for any Distribution Date on which the Senior Percentage is greater than the Percentage as of the Closing Date, the Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%, or, if the Mortgage Pool is comprised of two or more Loan Groups, for any Distribution Date on which the weighted average of the Senior Percentages for each Loan Group, weighted on the basis of the Stated Principal Balances of the Mortgage Loans in the related Loan Group, exceeds the weighted average of the initial Senior Percentages (calculated on such basis) for each Loan Group, each of the Senior Accelerated Distribution Percentages for such Distribution Date will equal 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the related Senior Certificates (other than the Class A-P Certificates, if any) to zero, the related Senior Accelerated Distribution Percentage shall thereafter be 0%. Senior Certificate: As defined in the Series Supplement. ------------------ Senior Percentage: As defined in the Series Supplement. ----------------- Senior Support Certificate: A Senior Certificate that provides additional credit enhancement to certain other classes of Senior Certificates and designated as such in the Preliminary Statement of the Series Supplement. Series: All of the Certificates issued pursuant to a Pooling and Servicing Agreement and bearing the same series designation. Series Supplement: The agreement into which this Standard Terms is incorporated and pursuant to which, together with this Standard Terms, a Series of Certificates is issued. Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08. Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in connection with a default, delinquency or other unanticipated event by the Master Servicer or a Subservicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property or, with respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or judicial proceedings, including foreclosures, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management and liquidation of any REO Property, (iv) any mitigation procedures implemented in accordance with Section 3.07, and (v) compliance with the obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides services such as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage loans, reasonable compensation for such services. 28 Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable monthly to the Master Servicer in respect of master servicing compensation that accrues at an annual rate designated on the Mortgage Loan Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with respect to successor Master Servicers as provided in Section 7.02. Servicing Modification: Any reduction of the interest rate on or the outstanding principal balance of a Mortgage Loan, any extension of the final maturity date of a Mortgage Loan, and any increase to the outstanding principal balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid principal and interest and other amounts owing under the Mortgage Loan, in each case pursuant to a modification of a Mortgage Loan that is in default, or for which, in the judgment of the Master Servicer, default is reasonably foreseeable, in accordance with Section 3.07(a). Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Master Servicer, as such list may from time to time be amended. Special Hazard Loss: Any Realized Loss not in excess of the cost of the lesser of repair or replacement of a Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged Property (or Cooperative Apartment) on account of direct physical loss, exclusive of (i) any loss of a type covered by a hazard policy or a flood insurance policy required to be maintained in respect of such Mortgaged Property pursuant to Section 3.12(a), except to the extent of the portion of such loss not covered as a result of any coinsurance provision and (ii) any Extraordinary Loss. Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill Companies, Inc., or its successor in interest. Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, at any given time, (i) the sum of (a) the Cut-off Date Principal Balance of the Mortgage Loan plus (b) any amount by which the Stated Principal Balance of the Mortgage Loan is increased pursuant to a Servicing Modification, minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period ending prior to the most recent Distribution Date which were received or with respect to which an Advance was made, and (b) all Principal Prepayments with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.14 with respect to such Mortgage Loan or REO Property, in each case which were distributed pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized Loss allocated to Certificateholders with respect thereto for any previous Distribution Date. 29 Subclass: With respect to the Class A-V Certificates, any Subclass thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the Uncertificated Class A-V REMIC Regular Interest or Interests specified by the initial Holder of the Class A-V Certificates pursuant to Section 5.01(c). Subordinate Certificate: Any one of the Class M Certificates or Class B Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively. Subordinate Class Percentage: With respect to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of such Class of Subordinate Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Subordinate Percentage: As of any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100% minus the related Senior Percentage as of such Distribution Date. Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.10) or surplus amounts held by the Master Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the related Seller pursuant to the applicable Seller's Agreement and assigned to the Trustee pursuant to Section 2.04) specifically related to a Mortgage Loan that was the subject of a Cash Liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss. Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a Subservicing Agreement. Subservicer: Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who generally satisfied the requirements set forth in the Program Guide in respect 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 30 Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement shall also include the Addendum and Assignment Agreement and the Pledged Asset Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced by GMAC Mortgage Corporation, the Addendum and Assignment Agreement, dated as of November 24, 1998, between the Master Servicer and GMAC Mortgage Corporation, as such agreement may be amended from time to time. Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the Master Servicer) in respect of subservicing and other compensation that accrues at an annual rate equal to the excess of the Mortgage Rate borne by the related Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule as the "CURR NET" for such Mortgage Loan. Surety: Ambac, or its successors in interest, or such other surety as may be identified in the Series Supplement. Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in respect to Mortgage Loans originated by Novus Financial Corporation, in each case issued by Ambac for the benefit of certain beneficiaries, including the Trustee for the benefit of the Holders of the Certificates, but only to the extent that such Surety Bond covers any Additional Collateral Loans, or such other Surety Bond as may be identified in the Series Supplement. Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of any REMIC formed under the Series Supplement and under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws. Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Certificate. Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate. Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate. Trust Fund: The segregated pool of assets consisting of: 31 (i) the Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans, (ii) all payments on and collections in respect of the Mortgage Loans due after the Cut-off Date (other than Monthly Payments due in the month of the Cut-Off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund, including the proceeds from the liquidation of Additional Collateral for any Additional Collateral Loan or Pledged Assets for any Pledged Asset Loan, but not including amounts on deposit in the Initial Monthly Payment Fund, (iii) property that secured a Mortgage Loan and that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged Assets with respect to each Pledged Asset Loan, and the interest in the Surety Bond transferred to the Trustee pursuant to Section 2.01, (v) the Initial Monthly Payment Fund, and (vi) all proceeds of clauses (i) through (v) above. Underwriter: As defined in the Series Supplement. ----------- Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to fiscal periods ending on or after December 15, 1995. Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies. United States Person: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, provided that, for purposes solely of the restrictions on the transfer of residual interests, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operating agreement to be United States Persons, any state thereof, or the District of Columbia (except in the case of a partnership, to the extent provided in Treasury regulations) or any political subdivision thereof, or an estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section 7701(a)(30)(E) of the Code. Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate, and more specifically designated in Article XI of the Series Supplement. 32 Section 1.02 Use of Words and Phrases. "Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter" and other equivalent words refer to the Pooling and Servicing Agreement as a whole. All references herein to Articles, Sections or Subsections shall mean the corresponding Articles, Sections and Subsections in the Pooling and Servicing Agreement. The definition set forth herein include both the singular and the plural. ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery hereof, does hereby assign to the Trustee without recourse all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans in the month of the Cut-off Date). In connection with such transfer and assignment, the Company does hereby deliver to the Trustee the Certificate Policy (as defined in the Series Supplement), if any. The Company, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be included in the Trust that is (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 or (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Practices Act effective November 7, 2004. (b) In connection with such assignment, except as set forth in Section 2.01(c) and subject to Section 2.01(d) below, the Company does hereby deliver to, and deposit with, the Trustee, or to and with one or more Custodians, as the duly appointed agent or agents of the Trustee for such purpose, the following documents or instruments (or copies thereof as permitted by this Section) (I) with respect to each Mortgage Loan so assigned (other than a Cooperative Loan): (i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon; 33 (iii) Unless the Mortgage Loan is registered on the MERS(R) System, an original Assignment of the Mortgage to the Trustee with evidence of recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; and (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred loan agreement. and (II) with respect to each Cooperative Loan so assigned: (i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to the Trustee; (iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank; (iv) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan; (v) The Security Agreement; (vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; 34 (vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause (vi) above showing an unbroken chain of title from the originator to the Trustee, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (viii) An executed assignment of the interest of the originator in the Security Agreement, Assignment of Proprietary Lease and the recognition agreement referenced in clause (iv) above, showing an unbroken chain of title from the originator to the Trustee; (ix) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Cooperative Loan; and (x) A duly completed UCC-1 financing statement showing the Master Servicer as debtor, the Company as secured party and the Trustee as assignee and a duly completed UCC-1 financing statement showing the Company as debtor and the Trustee as secured party, each in a form sufficient for filing, evidencing the interest of such debtors in the Cooperative Loans. (c) The Company may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee or the Custodian or Custodians that are the duly appointed agent or agents of the Trustee. (d) Notwithstanding the provisions of Section 2.01(c), in connection with any Mortgage Loan, if the Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by the public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver or cause to be delivered to the Trustee or the respective Custodian a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. 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 Master Servicer, such recording is not required to 35 protect the Trustee's interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Company or the originator of such Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns, and shall promptly cause to be filed the Form UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to the Company because of any defect therein, the Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause such Assignment to be recorded in accordance with this paragraph. The Company shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy thereof as permitted by Section 2.01(b)) with evidence of recording indicated thereon at the time specified in Section 2.01(c). In connection with its servicing of Cooperative Loans, the Master Servicer will use its best efforts to file timely continuation statements with regard to each financing statement and assignment relating to Cooperative Loans as to which the related Cooperative Apartment is located outside of the State of New York. If the Company delivers to the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage in the name of the Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02. Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and (v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the original may be delivered to the Trustee or the Custodian. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Company further agrees that it will cause, at the Company's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Company to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Company further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (e) Residential Funding hereby assigns to the Trustee its security interest in and to any Additional Collateral or Pledged Assets, its right to receive amounts due or to become due in respect of any Additional Collateral or Pledged Assets pursuant to the related Subservicing Agreement and its rights as beneficiary under the Surety Bond in respect of any Additional Collateral Loans. With 36 respect to any Additional Collateral Loan or Pledged Asset Loan, Residential Funding shall cause to be filed in the appropriate recording office a UCC-3 statement giving notice of the assignment of the related security interest to the Trust Fund and shall thereafter cause the timely filing of all necessary continuation statements with regard to such financing statements. (f) It is intended that the conveyance by the Company to the Trustee of the Mortgage Loans as provided for in this Section 2.01 be and the Uncertificated REMIC Regular Interests, if any (as provided for in Section 2.06), be construed as a sale by the Company to the Trustee of the Mortgage Loans and any Uncertificated REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular Interests by the Company to the Trustee to secure a debt or other obligation of the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular Interests are held to be property of the Company or of Residential Funding, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is intended that (a) this Agreement shall be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant by the Company to the Trustee of a security interest in all of the Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the following: (A) the Mortgage Loans, including (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii) with respect to each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note and Mortgage, and (iii) any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Company to the Trustee of any security interest in any and all of Residential Funding's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted by Residential Funding to the Company pursuant to the Assignment Agreement; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or 37 possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law. The Company and, at the Company's direction, Residential Funding and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to create a security interest in the Mortgage Loans, any Uncertificated REMIC Regular Interests and the other property described above, such security interest would be determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans and any Uncertificated REMIC Regular Interests, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the chief executive office of Residential Funding or the Company, (3) any transfer of any interest of Residential Funding or the Company in any Mortgage Loan or (4) any transfer of any interest of Residential Funding or the Company in any Uncertificated REMIC Regular Interest. (g) The Master Servicer hereby acknowledges the receipt by it of the Initial Monthly Payment Fund. The Master Servicer shall hold such Initial Monthly Payment Fund in the Custodial Account and shall include such Initial Monthly Payment Fund in the Available Distribution Amount for the initial Distribution Date. Notwithstanding anything herein to the contrary, the Initial Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the Initial Monthly Payment Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC, (2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to the Initial Monthly Payment Fund shall be treated as transferred to the Seller or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. (h) The Company agrees that the sale of each Pledged Asset Loan pursuant to this Agreement will also constitute the assignment, sale, setting-over, transfer and conveyance to the Trustee, without recourse (but subject to the Company's covenants, representations and warranties specifically provided herein), of all of the Company's obligations and all of the Company's right, title and interest in, to and under, whether now existing or hereafter acquired as owner of the Mortgage Loan with respect to all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description consisting of, arising from or related to (i) the 38 Assigned Contracts, (ii) all rights, powers and remedies of the Company as owner of such Mortgage Loan under or in connection with the Assigned Contracts, whether arising under the terms of such Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default by the Mortgagor under or in connection with the Assigned Contracts, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests in and lien of the Company as owner of such Mortgage Loan in the Pledged Amounts and all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description and all cash and non-cash proceeds of the sale, exchange, or redemption of, and all stock or conversion rights, rights to subscribe, liquidation dividends or preferences, stock dividends, rights to interest, dividends, earnings, income, rents, issues, profits, interest payments or other distributions of cash or other property that is credited to the Custodial Account, (iv) all documents, books and records concerning the foregoing (including all computer programs, tapes, disks and related items containing any such information) and (v) all insurance proceeds (including proceeds from the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation or any other insurance company) of any of the foregoing or replacements thereof or substitutions therefor, proceeds of proceeds and the conversion, voluntary or involuntary, of any thereof. The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Trustee, of any obligation of the Company, or any other person in connection with the Pledged Assets or under any agreement or instrument relating thereto, including any obligation to the Mortgagor, other than as owner of the Mortgage Loan. Section 2.02 Acceptance by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(I)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above (except that for purposes of such acknowledgment only, a Mortgage Note may be endorsed in blank) and declares that it, or a Custodian as its agent, holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it, or a Custodian as its agent, and the rights of Residential Funding with respect to any Pledged Assets, Additional Collateral and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust for the use and benefit of all present and future Certificateholders. The Trustee or Custodian (such Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain that all required documents (specifically as set forth in Section 2.01(b)), have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to the Trustee a certificate (the "Interim Certification") to the effect that all documents 39 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 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. 40 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; (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; 41 (viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will comply with the provisions of Section 3.02; and (ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Company, the Master Servicer, the Trustee or any Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The obligation of the Master Servicer to cure such breach or to so purchase such Mortgage Loan shall constitute the sole remedy in respect of a breach of a representation and warranty set forth in this Section 2.03(a) available to the Certificateholders or the Trustee on behalf of the Certificateholders. (b) Representations and warranties relating to the Mortgage Loans are set forth in Section 2.03(b) of the Series Supplement. Section 2.04 Representations and Warranties of Sellers. The Company, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Assignment Agreement and each Seller's Agreement (to the extent assigned to the Company pursuant to the Assignment Agreement) applicable to a Mortgage Loan. Insofar as the Assignment Agreement or the Company's rights under such Seller's Agreement relate to the representations and warranties made by Residential Funding or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the 42 Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement that have been assigned to the Trustee pursuant to this Section 2.04 or of a breach of any of the representations and warranties made in the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the related Seller or Residential Funding, as the case may be, of such breach and request that such Seller or Residential Funding, as the case may be, either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that in the case of a breach under the Assignment Agreement Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement was the representation and warranty set forth in clause (xxxi) of Section 4 thereof, then the Master Servicer shall request that Residential Funding pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such payment. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form if required pursuant to Section 2.01, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit 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 43 was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, the related Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the related Seller's Agreement as of the date of substitution, insofar as Residential Funding's rights in respect of such representations and warranties are assigned to the Company pursuant to the Assignment Agreement, and the Company and the Master Servicer shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in this Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master Servicer shall be obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement) has occurred pursuant to Section 4 of the Assignment Agreement. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Certificateholders in the month of substitution). Residential Funding shall deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any REMIC to fail to qualify as such at any time that any Certificate is outstanding. It is understood and agreed that the obligation of the Seller or Residential Funding, as the case may be, to cure such breach or purchase (or in the case of Residential Funding to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing and to make any additional payments required under the Assignment Agreement in connection with a breach of the representation and warranty in clause (xxxi) of Section 4 thereof shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of Certificateholders. If the Master Servicer is Residential Funding, then the Trustee shall also have the right to give the notification and require the purchase or substitution provided for in the second preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding in the Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by Residential Funding, the Trustee shall assign to Residential Funding all of the Trustee's right, title and interest in respect of the Seller's Agreement and the Assignment Agreement applicable to such Mortgage Loan. 44 Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I. As provided in Section 2.05 of the Series Supplement. Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee. As provided in Section 2.06 of the Series Supplement. Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II. As provided in Section 2.07 of the Series Supplement. Section 2.08 Purposes and Powers of the Trust. The purpose of the trust, as created hereunder, is to engage in the following activities: (a) to sell the Certificates to the Company in exchange for the Mortgage Loans; (b) to enter into and perform its obligations under this Agreement; (c) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (d) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders. The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.08 may not be amended, without the consent of the Certificateholders evidencing a majority of the aggregate Voting Rights of the Certificates. ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01 Master Servicer to Act as Servicer. (a) The Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and the respective Mortgage Loans and shall have full power and 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 45 satisfaction or cancellation, or of partial or full release or discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution or completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related Insurer, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.16(c), with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Master Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. The Trustee shall not be liable for any action taken by the Master Servicer or any Subservicer pursuant to such powers of attorney. In servicing and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with this Agreement, comply with the Program Guide as if it were the originator of such Mortgage Loan and had retained the servicing rights and obligations in respect 46 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 to this Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different Subservicing Agreements; provided, however, that any such 47 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 such obligation has been assigned to the Trustee hereunder, to the extent that the non-performance of any such Seller's obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not intended to, and does not, limit the ability of the Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of a Seller's obligations (insofar as the Company's rights with respect to such Seller's obligations have been assigned to the Trustee hereunder) and are reimbursable pursuant to Section 3.10(a)(viii). Section 3.03 Successor Subservicers. The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master Servicer enters into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use reasonable efforts to have the successor Subservicer assume liability for the representations and warranties made by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the terminated Subservicer from liability for such representations and warranties. 48 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 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. 49 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 or any Subservicer 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 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 50 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, 4.07 or 9.01 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 51 (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. 52 Section 3.08 Subservicing Accounts; Servicing Accounts. (a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and maintain one or more Subservicing Accounts which shall be an Eligible Account or, if such account is not an Eligible Account, shall generally satisfy the requirements of the Program Guide and be otherwise acceptable to the Master Servicer and each Rating Agency. The Subservicer will be required thereby to deposit into the Subservicing Account on a daily basis all proceeds of Mortgage Loans received by the Subservicer, less its Subservicing Fees and unreimbursed advances and expenses, to the extent permitted by the Subservicing Agreement. If the Subservicing Account is not an Eligible Account, the Master Servicer shall be deemed to have received such monies upon receipt thereof by the Subservicer. The Subservicer shall not be required to deposit in the Subservicing Account payments or collections in the nature of prepayment charges or late charges or assumption fees. On or before the date specified in the Program Guide, but in no event later than the Determination Date, the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account all funds held in the Subservicing Account with respect to each Mortgage Loan serviced by such Subservicer that are required to be remitted to the Master Servicer. The Subservicer will also be required, pursuant to the Subservicing Agreement, to advance on such scheduled date of remittance amounts equal to any scheduled monthly installments of principal and interest less its Subservicing Fees on any Mortgage Loans for which payment was not received by the Subservicer. This obligation to advance with respect to each Mortgage Loan will continue up to and including the first of the month following the date on which the related Mortgaged Property is sold at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances received by the Master Servicer shall be deposited promptly by it in the Custodial Account. (b) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee accrues in the case of a Modified Mortgage Loan) on any Curtailment received by such Subservicer in respect of a Mortgage Loan from the related Mortgagor during any month that is to be applied by the Subservicer to reduce the unpaid principal balance of the related Mortgage Loan as of the first day of such month, from the date of application of such Curtailment to the first day of the following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v). (c) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Each Servicing Account shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or as is otherwise acceptable to the Master Servicer, may also function as a Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from the Servicing Accounts may be made 53 Primary Insurance Policy premiums, if applicable, or comparable items, to reimburse the Master Servicer or Subservicer out of related collections for any payments made pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part of its servicing duties, the Master Servicer shall, and the Subservicers will, pursuant to the Subservicing Agreements, be required to pay to the Mortgagors interest on funds in this account to the extent required by law. (d) The Master Servicer shall advance the payments referred to in the preceding subsection that are not timely paid by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise. Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage Loans. If compliance with this Section 3.09 shall make any Class of Certificates legal for investment by federally insured savings and loan associations, the Master Servicer shall provide, or cause the Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices designated by the Master Servicer. The Master Servicer shall permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a charge reasonably approximating the cost of such photocopying to the Master Servicer. Section 3.10 Permitted Withdrawals from the Custodial Account. (a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes: (i) to make deposits into the Certificate Account in the amounts and in the manner provided for in Section 4.01; 54 (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, 4.07 or 9.01) which represent (A) Late Collections of Monthly Payments for which any such advance was made in the case of Subservicer Advances or Advances pursuant to Section 4.04 and (B) recoveries of amounts in respect of which such advances were made in the case of Servicing Advances; (iii) to pay to itself or the related Subservicer (if not previously retained by such Subservicer) out of each payment received by the Master Servicer on account of interest on a Mortgage Loan as contemplated by Sections 3.14 and 3.16, an amount equal to that remaining portion of any such payment as to interest (but not in excess of the Servicing Fee and the Subservicing Fee, if not previously retained) which, when deducted, will result in the remaining amount of such interest being interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount specified in the amortization schedule of the related Mortgage Loan as the principal balance thereof at the beginning of the period respecting which such interest was paid after giving effect to any previous Curtailments; (iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds and other property deposited in or credited to the Custodial Account that it is entitled to withdraw pursuant to Section 3.07(c); (v) to pay to itself as additional servicing compensation any Foreclosure Profits, any amounts remitted by Subservicers as interest in respect of Curtailments pursuant to Section 3.08(b), and any amounts paid by a Mortgagor in connection with a Principal Prepayment in Full in respect of interest for any period during the calendar month in which such Principal Prepayment in Full is to be distributed to the Certificateholders; (vi) to pay to itself, a Subservicer, a Seller, Residential Funding, the Company or any other appropriate Person, as the case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased or otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not required to be distributed to the Certificateholders as of the date on which the related Stated Principal Balance or Purchase Price is determined; (vii) to reimburse itself or the related Subservicer for any Nonrecoverable Advance or Advances in the manner and to the extent provided in subsection (c) below, and any Advance or Servicing Advance made in connection with a modified Mortgage Loan that is in default or, in the judgment of the Master Servicer, default is reasonably foreseeable pursuant to Section 3.07(a), to the extent the amount of the Advance or Servicing Advance was added to the Stated Principal Balance of the Mortgage Loan in a prior calendar month, or any Advance reimbursable to the Master Servicer pursuant to Section 4.02(a); 55 (viii) to reimburse itself or the Company for expenses incurred by and reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing, in accordance with this Agreement, any repurchase, substitution or indemnification obligation of any Seller (other than an Affiliate of the Company) pursuant to the related Seller's Agreement; (ix) to reimburse itself for Servicing Advances expended by it (a) pursuant to Section 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (ii) or (viii) above; and (x) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein pursuant to Section 3.07. (b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Custodial Account pursuant to such clauses. (c) The Master Servicer shall be entitled to reimburse itself or the related Subservicer for any advance made in respect of a Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the Custodial Account of amounts on deposit therein attributable to the Mortgage Loans on any Certificate Account Deposit Date succeeding the date of such determination. Such right of reimbursement in respect of a Nonrecoverable Advance relating to an Advance pursuant to Section 4.04 on any such Certificate Account Deposit Date shall be limited to an amount not exceeding the portion of such advance previously paid to Certificateholders (and not theretofore reimbursed to the Master Servicer or the related Subservicer). Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder. (a) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in non-coverage under any applicable Primary Insurance Policy of any loss which, but for the actions of the Master Servicer or Subservicer, would have been covered thereunder. To the extent coverage is available, the Master Servicer shall keep or cause to be kept in full force and effect each such Primary Insurance Policy until the principal balance of the related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the Appraised Value in the case of such a Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary Insurance Policy was in place as of the Cut-off Date and the Company had knowledge of such Primary Insurance Policy. The Master Servicer shall be entitled to cancel or permit the discontinuation of any Primary Insurance Policy as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is reduced below an amount equal to 80% of the appraised value of the related Mortgaged Property as determined in any appraisal thereof after the Closing 56 Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of principal payments on the Mortgage Loan after the Closing Date. In the event that the Company gains knowledge that as of the Closing Date, a Mortgage Loan had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject of a Primary Insurance Policy (and was not included in any exception to the representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its reasonable efforts to obtain and maintain a Primary Insurance Policy to the extent that such a policy is obtainable at a reasonable price. The Master Servicer shall not cancel or refuse to renew any such Primary Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or refusing to renew any such Primary Insurance Policy applicable to a Mortgage Loan subserviced by it, that is in effect at the date of the initial issuance of the Certificates and is required to be kept in force hereunder unless the replacement Primary Insurance Policy for such canceled or non-renewed policy is maintained with an insurer whose claims-paying ability is acceptable to each Rating Agency for mortgage pass-through certificates having a rating equal to or better than the lower of the then-current rating or the rating assigned to the Certificates as of the Closing Date by such Rating Agency. (b) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present or to cause the related Subservicer to present, on behalf of the Master Servicer, the Subservicer, if any, the Trustee and Certificateholders, claims to the related Insurer under any Primary Insurance Policies, in a timely manner in accordance with such policies, and, in this regard, to take or cause to be taken such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the Master Servicer under any Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (a) The Master Servicer shall cause to be maintained for each Mortgage Loan (other than a Cooperative Loan) fire insurance with extended coverage in an amount which is equal to the lesser of the principal balance owing on such Mortgage Loan or 100 percent of the insurable value of the improvements; provided, however, that such coverage may not be less than the minimum amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do so without breaching the related Subservicing Agreement, the Master Servicer shall replace any Subservicer that does not cause such insurance, to the extent it is available, to be maintained. 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 57 accordance with the Master Servicer's normal servicing procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer out of related late payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired in respect of a Mortgage Loan other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. Whenever the improvements securing a Mortgage Loan (other than a Cooperative Loan) are located at the time of origination of such Mortgage Loan in a federally designated special flood hazard area, the Master Servicer shall cause flood insurance (to the extent available) to be maintained in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the amount required to compensate for any loss or damage to the Mortgaged Property on a replacement cost basis and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program). If the Master Servicer shall obtain and maintain a blanket fire insurance policy with extended coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first sentence of this Section 3.12(a), it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with the first sentence of this Section 3.12(a) and there shall have been a loss which would have been covered by such policy, deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of such deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit Date next preceding the Distribution Date which occurs in the month following the month in which payments under any such policy would have been deposited in the Custodial Account. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims under any such blanket policy. (b) The Master Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy covering the Master Servicer's officers and employees and other persons acting on behalf of the Master Servicer in connection with its activities under this Agreement. The amount of coverage shall be at least equal to the coverage that would be required by Fannie Mae or Freddie Mac, whichever is greater, with respect to the Master Servicer if the Master Servicer were servicing and administering the Mortgage Loans for Fannie Mae or Freddie Mac. In the event that any such bond or policy ceases to be in 58 effect, the Master Servicer shall obtain a comparable replacement bond or policy from an issuer or insurer, as the case may be, meeting the requirements, if any, of the Program Guide and acceptable to the Company. Coverage of the Master Servicer under a policy or bond obtained by an Affiliate of the Master Servicer and providing the coverage required by this Section 3.12(b) shall satisfy the requirements of this Section 3.12(b). Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall either (i) both (A) constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the REMIC Provisions and (B) cause any portion of any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)), result in the imposition of any tax on "prohibited transactions" or (ii) constitute "contributions" after the start-up date 59 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 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 60 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 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 61 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 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 62 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 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 63 (subject to any conditions contained in such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other provision of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well as any recovery resulting from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following order of priority: first, to reimburse the Master Servicer or the related Subservicer in accordance with Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date on which such amounts are to be distributed; third, to the Certificateholders as a recovery of principal on the Mortgage Loan (or REO Property); fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer and the 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 64 of the Custodian, an electronic request in a form acceptable to the Custodian, requesting delivery to it of the Mortgage File. Within two Business Days of receipt of such certification and request, the Trustee shall release, or cause the Custodian to release, the related Mortgage File to the Master Servicer. The Master Servicer is authorized to execute and deliver to the Mortgagor the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage, together with the Mortgage Note with, as appropriate, written evidence of cancellation thereon and to cause the removal from the registration on the MERS(R) System of such Mortgage and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account or the Certificate Account. (b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer substantially in one of the forms attached as Exhibit F hereto, or, in the case of the Custodian, an electronic request in a form acceptable to the Custodian, requesting that possession of all, or any document constituting part of, the Mortgage File be released to the Master Servicer and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or any document therein to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Trustee, or the Custodian as agent for the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered directly or through a Subservicer to an attorney, or to a public trustee or other public official as 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 65 shall deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate any insurance coverage under any Required Insurance Policy or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. Section 3.16 Servicing and Other Compensation; Compensating Interest. (a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (b) Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges, investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below. (c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees and expenses of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14. (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 66 pursuant to Sections 3.07(c) or 4.01(b), respectively. In making such reduction, the Master Servicer (i) will not withdraw from the Custodial Account any such amount representing all or a portion of the Servicing Fee to which it is entitled pursuant to Section 3.10(a)(iii) and (ii) will not withdraw from the Custodial Account or Certificate Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(b). Section 3.17 Reports to the Trustee and the Company. Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trustee and the Company a statement, certified by a Servicing Officer, setting forth the status of the Custodial Account as of the close of business on such Distribution Date as it relates to the Mortgage Loans and showing, for the period covered by such statement, the aggregate of deposits in or withdrawals from the Custodial Account in respect of the Mortgage Loans for each category of deposit specified in Section 3.07 and each category of withdrawal specified in Section 3.10. Section 3.18 Annual Statement as to Compliance. The Master Servicer will deliver to the Company, the Trustee and any Certificate Insurer on or before the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date or (b) with respect to any calendar year during which the Company's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, an Officers' Certificate stating, as to each signer thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year related to its servicing of mortgage loans and its performance under pooling and servicing agreements, including this Agreement, has been made under such officers' supervision, (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations relating to this Agreement in all material respects throughout such year, or, if there has been material noncompliance with such servicing standards or a default in the fulfillment in all material respects of any such obligation relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof and (iii) to the best of such officers' knowledge, each Subservicer has complied in all material respects with the 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. 67 Section 3.19 Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date or (b) with respect to any calendar year during which the Company's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the Company and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. Section 3.20 Rights of the Company in Respect of the Master Servicer. The Master Servicer shall afford the Company, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Company with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the Company or Residential Funding. The Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Company or its designee. The Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise. 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 68 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 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). 69 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 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). (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 and the Depositor shall not have any responsibility to track, monitor or verify the payment of Reimbursement Amounts to the related Advancing Person or Advance Facility Trustee. 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. 70 (d) Upon the direction of and at the expense of the Master Servicer, the Trustee agrees to execute such acknowledgments, certificates, and other documents provided by the Master Servicer and reasonably satisfactory to the Trustee 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, and such other documents in connection with such Advance Facility as may be reasonably requested from time to time by any Advancing Person or Advance Facility Trustee and reasonably satisfactory to the Trustee. (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 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 71 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 Depositor and the Master Servicer without 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, and an opinion of counsel as required by Section 11.01(c) notwithstanding anything to the contrary in Section 11.01 of or elsewhere in this Agreement. 72 (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. 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 and (iv) 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 73 distributions on the Certificates) and shall not be sold or disposed of prior to maturity. Subject to Section 3.16(e), all income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Master Servicer out of its own funds immediately as realized without any right of reimbursement. Section 4.02 Distributions. As provided in Section 4.02 of the Series Supplement. Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting. (a) Concurrently with each distribution charged to the Certificate Account and with respect to each Distribution Date the Master Servicer shall forward to the Trustee and the Trustee shall either forward by mail or make available to each Holder and the Company, via the Trustee's internet website, a statement (and at its option, any additional files containing the same information in an alternative format) setting forth information as to each Class of Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or more Loan Groups, each Loan Group, to the extent applicable. This statement will include the information set forth in an exhibit to the Series Supplement. Such exhibit shall set forth the Trustee's internet website address together with a phone number. The Trustee shall mail to each Holder that requests a paper copy by telephone a paper copy via first class mail. The Trustee may modify the distribution procedures set forth in this Section provided that such procedures are no less convenient for the Certificateholders. The Trustee shall provide prior notification to the Company, the Master Servicer and the Certificateholders regarding any such modification. In addition, the Master Servicer shall provide to any manager of a trust fund consisting of some or all of the Certificates, upon reasonable request, such additional information as is reasonably obtainable by the Master Servicer at no additional expense to the Master Servicer. Also, at the request of a Rating Agency, the Master Servicer shall provide the information relating to the Reportable Modified Mortgage Loans substantially in the form attached hereto as Exhibit Q to such Rating Agency within a reasonable period of time; provided, however, that the Master Servicer shall not be required to provide such information more than four times in a calendar year to any Rating Agency. (b) Within a reasonable period of time after the end of each calendar year, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Certificate, other than a Class R Certificate, a statement containing the information set forth in clauses (i) and (ii) of the exhibit to 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. 74 (c) Within a reasonable period of time after the end of each calendar year, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Class R Certificate, a statement containing the applicable distribution information provided pursuant to this Section 4.03 aggregated for such calendar year or applicable portion thereof during which such Person was the Holder of a Class R Certificate. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the Code. (d) Upon the written request of any Certificateholder, the Master Servicer, as soon as reasonably practicable, shall provide the requesting Certificateholder with such information as is necessary and appropriate, in the Master Servicer's sole discretion, for purposes of satisfying applicable reporting requirements under Rule 144A. (e) The Trustee will make the reports referred to in Section 4.03(a) (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, any Certificate Insurer and other parties to the Agreement via the Trustee's website, which can be obtained by calling (800) 934-6802. Persons that are unable to use the above website are entitled to have a paper copy mailed to them via first class mail by calling the Trustee at (800) 934-6802. The Trustee shall have the right to change the way the reports referred to in Section 4.03(a) are distributed in order to make such distribution more convenient and/or more accessible to the above parties, to the Certificateholders and to any Certificate Insurer. The Trustee shall provide timely and adequate notification to all the parties mentioned above and to the Certificateholders regarding any such change. (f) The Master Servicer shall, on behalf of the Company and in respect of the Trust Fund, sign and cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act, and the rules and regulations of the Commission thereunder. In connection with the preparation and filing of such periodic reports, the Trustee shall timely provide to the Master Servicer (I) a list of Certificateholders as shown on the Certificate Register as of the end of each calendar year, (II) copies of all pleadings, other legal process and any other documents relating to any claims, charges or complaints involving the Trustee, as trustee hereunder, or the Trust Fund that are received by the Trustee, (III) notice of all matters that, to the actual knowledge of a Responsible Officer of the Trustee, have been submitted to a vote of the Certificateholders, other than those matters that have been submitted to a vote of the Certificateholders at the request of the Company or the Master Servicer, and (IV) notice of any failure of the Trustee to make any distribution to the Certificateholders as required pursuant to this Agreement. Neither the Master Servicer nor the Trustee shall have any liability with respect to the Master Servicer's failure to properly prepare or file such periodic reports resulting from or relating to the Master Servicer's inability or failure to obtain any information not resulting from the Master Servicer's own negligence or willful misconduct. Any Form 10-K filed with the Commission in connection with this clause (f) shall include a certification, signed by the senior officer in charge 75 of the servicing functions of the Master Servicer, in the form attached as Exhibit O hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rule 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. In connection with the Form 10-K Certification, the Trustee shall provide the Master Servicer with a back-up certification substantially in the form attached hereto as Exhibit P. Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. (a) Prior to the close of business on the Determination Date, the Master Servicer shall furnish a written statement to the Trustee, any Certificate Insurer, any Paying Agent and the Company (the information in such statement to be made available to Certificateholders by the Master Servicer on request) setting forth (i) the Available Distribution Amount and (ii) the amounts required to be withdrawn from the Custodial Account and deposited into the Certificate Account on the immediately succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by the Master Servicer of such amounts shall, in the absence of obvious error, be presumptively deemed to be correct for all purposes hereunder and the Trustee shall be protected in relying upon the same without any independent check or verification. (b) On or before 2:00 P.M. New York time on each Certificate Account Deposit Date, the Master Servicer shall either (i) deposit in the Certificate Account from its own funds, or funds received therefor from the Subservicers, an amount equal to the Advances to be made by the Master Servicer in respect of the related Distribution Date, which shall be in an aggregate amount equal to the aggregate amount of Monthly Payments (with each interest portion thereof adjusted to the Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt Service Reductions or reductions in the amount of interest collectable from the Mortgagor pursuant to the Relief Act, on the Outstanding Mortgage Loans as of the related Due Date, which Monthly Payments were not received as of the close of business as of the related Determination Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial Account and deposit in the Certificate Account all or a portion of the Amount Held for Future Distribution in discharge of any such Advance, or (iii) make advances in the form of any combination of (i) and (ii) aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall be replaced by the Master Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit Date shall be less than payments to Certificateholders required to be made on the following Distribution Date. The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b) that has been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made by the Master Servicer pursuant to 76 this Section 4.04. The amount of any reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances on any Distribution Date shall be allocated to specific Monthly Payments due but delinquent for previous Due Periods, which allocation shall be made, to the extent practicable, to Monthly Payments which have been delinquent for the longest period of time. Such allocations shall be conclusive for purposes of reimbursement to the Master Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10. The determination by the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the Master Servicer delivered to the Company and the Trustee. If the Master Servicer determines as of the Business Day preceding any Certificate Account Deposit Date that it will be unable to deposit in the Certificate Account an amount equal to the Advance required to be made for the immediately succeeding Distribution Date, it shall give notice to the Trustee of its inability to advance (such notice may be given by telecopy), not later than 3:00 P.M., New York time, on such Business Day, specifying the portion of such amount that it will be unable to deposit. Not later than 3:00 P.M., New York time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee shall have been notified in writing (by telecopy) that the Master Servicer shall have directly or indirectly deposited in the Certificate Account such portion of the amount of the Advance as to which the Master Servicer shall have given notice pursuant to the preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights and obligations of the Master Servicer under this Agreement in accordance with Section 7.01 and (b) assume the rights and obligations of the Master Servicer hereunder, including the obligation to deposit in the Certificate Account an amount equal to the Advance for the immediately succeeding Distribution Date. The Trustee shall deposit all funds it receives pursuant to this Section 4.04 into the Certificate Account. Section 4.05 Allocation of Realized Losses. As provided in Section 4.05 of the Series Supplement. Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. -------------------------------------------------------------- The Master Servicer or the Subservicers shall file information returns with respect to the receipt of mortgage interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 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. 77 Section 4.07 Optional Purchase of Defaulted Mortgage Loans. As to any Mortgage Loan which is delinquent in payment by 90 days or more, the Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee at the Purchase Price therefor. If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of the Master Servicer without recourse to the Master Servicer, which shall succeed to all the Trustee's right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto. If, however the Master Servicer shall have exercised its right to repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written request of and with funds provided by the Junior Certificateholder and thereupon transferred such Mortgage Loan to the Junior Certificateholder, the Master Servicer shall so notify the Trustee in writing. Section 4.08 Surety Bond. (a) If a Required Surety Payment is payable pursuant to the Surety Bond with respect to any Additional Collateral Loan, the Master Servicer shall so notify the Trustee as soon as reasonably practicable and the Trustee shall promptly complete the notice in the form of Attachment 1 to the Surety Bond and shall promptly submit such notice to the Surety as a claim for a Required Surety. The Master Servicer shall upon request assist the Trustee in completing such notice and shall provide any information requested by the Trustee in connection therewith. (b) Upon receipt of a Required Surety Payment from the Surety on behalf of the Holders of Certificates, the Trustee shall deposit such Required Surety Payment in the Certificate Account and shall distribute such Required Surety Payment, or the proceeds thereof, in accordance with the provisions of Section 4.02. (c) The Trustee shall (i) receive as attorney-in-fact of each Holder of a Certificate any Required Surety Payment from the Surety and (ii) disburse the same to the Holders of such Certificates as set forth in Section 4.02. 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 78 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. 79 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, with the consent of a majority of the Certificateholders, 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 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 Trustee 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 Trustee of instruction from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificates and any other information reasonably required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the Trustee shall execute, 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 authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the Definitive Certificates. None of the Company, the Master Servicer or the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of any instruction required under this section and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository in connection with the issuance of the Definitive Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon and performed by the Trustee, and the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) From time to time Residential Funding, as the initial Holder of the Class A-V Certificates, may exchange such Holder's Class A-V Certificates for Subclasses of Class A-V Certificates to be issued under this Agreement by delivering a "Request for Exchange" substantially in the form attached hereto as Exhibit N executed by an authorized officer, which Subclasses, in the aggregate, will represent the Uncertificated Class A-V REMIC Regular Interests corresponding to the Class A-V Certificates so surrendered for exchange. Any Subclass so issued shall bear a numerical designation commencing with Class A-V-1 and continuing sequentially thereafter, and will evidence ownership of the Uncertificated Class A-V 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 80 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 81 exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. (d) No transfer, sale, pledge or other disposition of a Class B Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that a transfer of a Class B Certificate is to be made either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Master Servicer (except that, if such transfer is made by the Company or the Master Servicer or any Affiliate thereof, the Company or the Master Servicer shall provide such Opinion of Counsel at their own expense); provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Company or any Affiliate thereof to the Company or an Affiliate of the Company and (B) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit H hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit I hereto, each acceptable to and in form and substance satisfactory to the Company and the Trustee certifying to the Company and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Company or the Master Servicer; provided, however, that such representation letters will not be required in connection with any transfer of any such Certificate by the Company or any Affiliate thereof to the Company or an Affiliate of the Company, and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Company, of the status of such transferee as an Affiliate of the Company or (ii) the prospective transferee of such a Certificate shall be required to provide the Trustee, the Company and the Master Servicer with an investment letter substantially in the form of Exhibit J attached hereto (or such other form as the Company in its sole discretion deems acceptable), which investment letter shall not be an expense of the Trustee, the Company or the Master Servicer, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act provided by Rule 144A. The Holder of any such Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws. (e) (i) In the case of any Class B or Class R Certificate presented for registration in the name of any Person, either (A) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer to the effect that the purchase or holding of such Class B or Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), 82 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. 83 (B) Any purported Certificate Owner whose acquisition or holding of any Class M Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, each Underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. (f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit G-1) from the proposed Transferee, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(f) and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit G-2, from the Holder wishing to transfer the Class R Certificate, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (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. 84 (D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit G-2. (E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder." (ii) The Trustee will register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit G-2 and all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. Transfers of the Class R Certificates to Non-United States Persons and Disqualified Organizations (as defined in Section 860E(e)(5) of the Code) are prohibited. (iii) (A) If any Disqualified Organization shall become a holder of a Class R Certificate, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. If a Non-United States Person shall become a holder of a Class R Certificate, then the last preceding United States Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. If a transfer of a Class R Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of a Class R Certificate that is in fact not permitted by this Section 5.02(f) or for making any payments due on such Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 5.02(f) and to the extent that the retroactive restoration of the rights of the Holder of such Class R Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Master Servicer shall have the right, without notice to the holder or any prior holder of such Class R Certificate, to sell such Class R Certificate to a purchaser selected by the Master Servicer on such terms as the Master Servicer may choose. Such purported Transferee shall promptly endorse and deliver each Class R Certificate in accordance with the instructions of the Master Servicer. Such purchaser may be the Master Servicer itself or any Affiliate of 85 the Master Servicer. The proceeds of such sale, net of the commissions (which may include commissions payable to the Master Servicer or its Affiliates), expenses and taxes due, if any, will be remitted by the Master Servicer to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Master Servicer, and the Master Servicer shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of such discretion. (iv) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the Trustee, all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified Organization. Reasonable compensation for providing such information may be required by the Master Servicer from such Person. (v) The provisions of this Section 5.02(f) set forth prior to this clause (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee the following: (A) written notification from each Rating Agency to the effect that the modification, addition to or elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings, if any, of any Class of the Senior, Class M or Class B Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency; and (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. 86 (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). 87 Section 5.05 Appointment of Paying Agent. The Trustee may appoint a Paying Agent for the purpose of making distributions to the Certificateholders pursuant to Section 4.02. In the event of any such appointment, on or prior to each Distribution Date the Master Servicer on behalf of the Trustee shall deposit or cause to be deposited with the Paying Agent a sum sufficient to make the payments to the Certificateholders in the amounts and in the manner provided for in Section 4.02, such sum to be held in trust for the benefit of the Certificateholders. The Trustee shall cause each Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for the payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. Any sums so held by such Paying Agent shall be held only in Eligible Accounts to the extent such sums are not distributed to the Certificateholders on the date of receipt by such Paying Agent. ARTICLE VI THE COMPANY AND THE MASTER SERVICER Section 6.01 Respective Liabilities of the Company and the Master Servicer. -------------------------------------------------------------- The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith. Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer. (a) The Company and the Master Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. (b) Any Person into which the Company or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Company or the Master Servicer shall be a party, or any Person succeeding to the business of the Company or the Master Servicer, shall be the successor of the Company or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer 88 shall be qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that each Rating Agency's ratings, if any, of the Senior, Class M or Class B Certificates in effect immediately prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from each Rating Agency). (c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the contrary, the Master Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasonably satisfactory to the Trustee and the Company, is willing to service the Mortgage Loans and executes and delivers to the Company and the Trustee an agreement, in form and substance reasonably satisfactory to the Company and the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Agreement; provided further that each Rating Agency's rating of the Classes of Certificates that have been rated in effect immediately prior to such assignment and delegation will not be qualified, reduced or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency). In the case of any such assignment and delegation, the Master Servicer shall be released from its obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence. This Section 6.02 shall not apply to any sale, transfer, pledge or assignment by Residential Funding of the Call Rights. 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 or covenants 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 89 connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Company nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company or the Master Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Company and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall. Section 6.04 Company and Master Servicer Not to Resign. Subject to the provisions of Section 6.02, neither the Company nor the Master Servicer shall resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Company or the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and obligations in accordance with Section 7.02. ARTICLE VII DEFAULT Section 7.01 Events of Default. Event of Default, wherever used herein, means any one of the following events (whatever reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) the Master Servicer shall fail to distribute or cause to be distributed to the Holders of Certificates of any Class any distribution required to be made under the terms of the Certificates of such Class and this Agreement and, in either case, such failure shall continue unremedied for a period of 5 days after the date upon which written notice of such 90 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 (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 91 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. 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 92 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. The Master Servicer shall pay the reasonable expenses of the Trustee in connection with any servicing transition hereunder. (b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of 93 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. 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. 94 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. (b) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee by the Company or the 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 95 (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. (c) 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; (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 96 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. (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). 97 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. (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 its 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 and the Master Servicer further agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense arising out of, or in connection 98 with, the provisions set forth in Section 2.01(a) hereof, 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 such 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. 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. 99 (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, 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 100 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 of a request so to do, or in case an Event of Default shall have occurred and be 101 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, or shall, at the direction of the Company and the Master Servicer, 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. 102 Section 8.12 Appointment of Office or Agency. The Trustee will maintain an office or agency at the address designated in Section 11.05 of the Series Supplement where Certificates may be surrendered for registration of transfer or exchange. The Trustee will maintain an office at the address stated in Section 11.05 of the Series Supplement where notices and demands to or upon the Trustee in respect of this Agreement may be served. ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Company to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) the purchase by Residential Funding 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 on the day of repurchase plus unpaid accrued interest thereon at the Mortgage Rate (or Modified Mortgage Rate in the case of any Modified Mortgage Loan) from the Due Date to which interest was last paid by the Mortgagor 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 103 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 Residential Funding shall also include any amounts owed by Residential Funding pursuant to Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (xxxi) of such Section that remain unpaid on the date of such purchase. The right of Residential Funding to purchase all the assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such right is exercised by Residential Funding, the Master Servicer shall be entitled to reimbursement for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans pursuant to Section 3.10. 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 Residential Funding 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, Residential Funding 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. (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 Residential Funding 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 Residential Funding of its right 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 shall be given promptly by the Master Servicer (if Residential Funding 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 (in the case of Residential Funding exercising its right to purchase the assets of the Trust Fund or to purchase the outstanding Certificates) or 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: (i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated where required pursuant to this Agreement or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such purchase is to be made, 104 (ii) the amount of any such final payment, or in the case of the purchase of the outstanding Certificates, the purchase price, in either case, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable and 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 Residential Funding is exercising its rights to purchase the outstanding Certificates, Residential Funding shall give such notice to each Rating Agency at the time such notice is given to Certificateholders. As a result of the exercise by Residential Funding of its right to purchase the assets of the Trust Fund or the outstanding Certificates, Residential Funding shall deposit in the Custodial 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. (c) Upon presentation and surrender of the Certificates by the Certificateholders thereof in connection with the exercise by Residential Funding of its right to purchase the Certificates, the Trustee shall distribute to the Certificateholders on the Final Distribution Date the respective amounts determined in accordance with Section 4.02. Nothwithstanding the reduction of the Certificate Principal Balance of any Class of Subordinate Certificates to zero, such Class will be outstanding hereunder until the termination of the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee hereunder in accordance with Article IX. (d) If any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date (if so required by the terms hereof), the Trustee shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if Residential Funding exercised its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any 105 Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. (e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the outstanding Certificates is to be made, the Trustee shall on such date cause all funds in the Custodial Account deposited therein by Residential Funding 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. (f) All rights of Residential Funding to purchase the assets of the Trust Fund, or to purchase specified classes of Certificates, as set forth in Section 9.01(a) are referred to in this Agreement as the "Call Rights". Notwithstanding any other provision of this Agreement, Residential Funding shall have the right to sell, transfer, pledge or otherwise assign the Call Rights at any time to any Person. Upon written notice by Residential Funding to the Trustee and the Master Servicer of any such assignment of the Call Rights to any assignee, the Trustee and the Master Servicer shall be obligated to recognize such assignee as the holder of the Call Rights. Such entity, if not Residential Funding or an affiliate, shall be deemed to represent, at the time of such sale, transfer, pledge or other assignment, that one of the following will be, and at the time the Call Right is exercised is, true and correct: (i) the exercise of such Call Right shall not result in a non-exempt prohibited transaction under section 406 of ERISA or section 4975 of the Code (including by reason of U.S. Department of Labor ("DOL") Prohibited Transaction Class Exemption ("PTCE") 75-1 (Part I), 84-14, 90-1, 91-38, 95-60 or 96-23 or other applicable exemption) or (ii) such entity is (A) not a party in interest under section 3(14) of ERISA or a disqualified person under section 4975(e)(2) of the Code with respect to any employee benefit plan subject to section 3(3) of ERISA or any plan subject to section 4975 of the Code (other than an employee benefit plan or plan sponsored 106 or maintained by the entity, provided that no assets of such employee benefit plan or plan are invested or deemed to be invested in the Certificates) and (B) not a "benefit plan investor" as described in DOL regulation section 2510.3-101(f)(2). If any such assignee of the Call Right is unable to exercise such Call Right by reason of the preceding sentence, then the Call Right shall revert to the immediately preceding assignor of such Call Right subject to the rights of any secured party therein. Section 9.02 Additional Termination Requirements. (a) Each REMIC that comprises the Trust Fund shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of each such REMIC to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any such REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each such REMIC and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for a REMIC under Section 860F of the Code and regulations thereunder; (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 Residential Funding or the Company is exercising its right to purchase the assets of the Trust Fund, Residential Funding 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. 107 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 108 Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (e) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Trustee, and the Trustee shall forward to the Certificateholders, such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the representative of each REMIC. (f) The Master Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created hereunder to take such actions as are reasonably within the Master Servicer's or the REMIC Administrator's control and the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the status of each REMIC as a REMIC under the REMIC Provisions (and the Trustee shall assist the Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master Servicer and the REMIC Administrator to do so). The Master Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any portion of any REMIC formed under the Series Supplement as a REMIC or (ii) result in the imposition of a tax upon any such REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an "Adverse REMIC Event") unless the Master Servicer or the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Master Servicer or the REMIC Administrator, as applicable, determines that taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Master Servicer, the REMIC Administrator or the Trustee) to the effect that the contemplated action will not, with respect to each REMIC created hereunder, endanger such status or, unless the Master Servicer, the REMIC Administrator or both, as applicable, determine in its or their sole discretion to indemnify the Trust Fund against the imposition of such a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such action might result in the imposition of a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Fund, such action may nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes that might be imposed on the Trust Fund has been given and that all other preconditions to the taking of such action have been satisfied. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any REMIC created hereunder or any related assets thereof, or causing any such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, the Trustee 109 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. 110 (j) Neither the Master Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services nor permit any such REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" by which the Certificate Principal Balance of each Class of Certificates (other than the Interest Only Certificates) representing a regular interest in the applicable REMIC and the Uncertificated Principal Balance of each Uncertificated REMIC Regular Interest (other than each Uncertificated REMIC Regular Interest represented by a Class A-V Certificate, if any) and the rights to the Interest Only Certificates and Uncertificated REMIC Regular Interest represented by any Class A-V Certificate would be reduced to zero is the Maturity Date for each such Certificate and Interest. (l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each REMIC created hereunder. (m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii) the termination of any such REMIC pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain nor accept any contributions to any such REMIC after the Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of such REMIC as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause such REMIC 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 111 penalties arising from the Trustee's execution of Tax Returns prepared by the REMIC Administrator that contain errors or omissions; provided, however, that such liability will not be imposed to the extent such breach is a result of an error or omission in information provided to the REMIC Administrator by the Master Servicer in which case Section 10.02(c) will apply. (c) The Master Servicer agrees to indemnify the Trust Fund, the Company, the REMIC Administrator and the Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result of a breach of the Master Servicer's covenants set forth in this Article X or in Article III with respect to compliance with the REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the Master Servicer that contain errors or omissions. Section 10.03 Designation of REMIC(s). As provided in Section 10.03 of the Series Supplement. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (a) This Agreement or any Custodial Agreement may be amended from time to time by the Company, the Master Servicer and the Trustee, without the consent of any of the Certificateholders: (i) to cure any ambiguity, (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 112 any Certificateholder and (C) such change shall not result in a reduction of the rating assigned to any Class of Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, (v) to modify, eliminate or add to the provisions of Section 5.02(f) or any other provision hereof restricting transfer of the Class R Certificates, by virtue of their being the "residual interests" in a REMIC, provided that (A) such change shall not result in reduction of the rating assigned to any such Class of Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, and (B) such change shall not (subject to Section 10.01(f)), as evidenced by an Opinion of Counsel (at the expense of the party seeking so to modify, eliminate or add such provisions), cause any REMIC created hereunder or any of the Certificateholders (other than the transferor) to be subject to a federal tax caused by a transfer to a Person that is not a Permitted Transferee, (vi) to make any other provisions with respect to matters or questions arising under this Agreement or such Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder, or (vii) to amend any provision herein or therein that is not material to any of the Certificateholders. (b) This Agreement or any Custodial Agreement may also be amended from time to time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates 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. 113 (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 is permitted hereunder and will not result in the imposition of a federal tax on the Trust Fund or cause any REMIC created under the Series Supplement to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to the Custodian and each Certificateholder. It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. (e) The Company shall have the option, in its sole discretion, to obtain and deliver to the Trustee any corporate guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar instrument or a reserve fund, or any combination of the foregoing, for the purpose of protecting the Holders of the Class B Certificates against any or all Realized Losses or other shortfalls. Any such instrument or fund shall be held by the Trustee for the benefit of the Class B Certificateholders, but shall not be and shall not be deemed to be under any circumstances included in the Trust Fund. To the extent that any such instrument or fund constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be an outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve fund shall be owned by the Company, and (iii) amounts transferred by the Trust Fund to any such reserve fund shall be treated as amounts distributed by the Trust Fund to the Company or any successor, all within the meaning of Treasury Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection with the provision of any such instrument or fund, this Agreement and any provision hereof may be modified, added to, deleted or otherwise amended in any manner that is related or incidental to such instrument or fund or the establishment or administration thereof, such amendment to be made by written instrument executed or consented to by the Company but without the consent of any 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 114 text of such amendment to this Agreement shall be substantially in the form attached hereto as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss Obligation as described in such exhibit shall be established by Residential Funding's consent to such amendment) and that the limited guaranty shall be executed in the form attached hereto as Exhibit K, with such changes as the Company shall deem to be appropriate; it being understood that the Trustee has reviewed and approved the content of such forms and that the Trustee's consent or approval to the use thereof is not required. Section 11.02 Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee (pursuant to the request of Holders of Certificates entitled to at least 25% of the Voting Rights), but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders. (b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 11.03 Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the parties hereto. (b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or 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 115 or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 11.04 Governing Law. This agreement and the Certificates shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 11.05 Notices. As provided in Section 11.05 of the Series Supplement. Section 11.06 Required Notices to Rating Agency and Subservicer. The Company, the Master Servicer or the Trustee, as applicable, (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, 116 (d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such instrument, (e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to Section 4.03, (f) the statements required to be delivered pursuant to Sections 3.18 and 3.19, (g) (1) a change in the location of the Custodial Account or (2) a change in the location of the Certificate Account, (h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04, (i) the occurrence of the Final Distribution Date, and (j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer, if applicable, of any such event known to the Master Servicer. Section 11.07 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms 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 117 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. 118 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal Cut-off Date: Balance] [Interest Only/Class A-V] [Notional [______________] Amount] [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only/Class A-V] [Subclass] [Notional Amount] of this Certificate: $[______________] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]
MORTGAGE PASS-THROUGH CERTIFICATE SERIES ________ evidencing a percentage interest in the distributions allocable To the Class [A-___] certificates with respect to a trust fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this certificate nor the underlying mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Funding Mortgage Securities I, inc., the master servicer, the trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the company, the master servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the certificates. This certifies that is the registered owner of the percentage interest evidenced by this certificate [(obtained by dividing the [initial certificate principal balance] [initial [interest only/Class A-V] notional amount] of this certificate by the aggregate [initial certificate principal balance of all Class A- certificates] [initial [interest only/Class A-V] notional amounts of all [interest only/Class A-V] certificates], both as specified above)] in certain distributions with respect to the trust fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "mortgage loans"), formed and sold by residential funding mortgage securities I, inc. (Hereinafter called the "company," which term includes any successor entity under the agreement referred to below). The trust fund was created pursuant to a series supplement, dated as specified above, to the standard terms of pooling and servicing agreement dated as of ________________ (together, the "pooling and servicing agreement" or the "agreement") among the company, the master servicer and _______________, as trustee (the "trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the agreement. This certificate is issued under and is subject to the terms, provisions and conditions of the agreement, to which agreement the holder of this certificate by virtue of the acceptance hereof assents and by which such holder is bound. Pursuant to the terms of the agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a business day, the business day immediately following (the "distribution date"), commencing as described in the agreement, to the person in whose name this certificate is registered at the close of business on the last day (or if such last day is not a business day, the business day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "record date"), from the available distribution amount in an amount equal to the product of the percentage interest evidenced by this certificate and the amount [(of interest and principal, if any)] required to be distributed to holders of Class A- certificates on such distribution date. [the [interest only/Class A-V] notional amount of the [interest only/Class A-V] certificates as of any date of determination is equal to the aggregate stated principal balance of the mortgage loans corresponding to the uncertificated remic regular interests represented by such [interest only/Class A-V] certificates.] Distributions on this certificate will be made either by the master servicer acting on behalf of the trustee or by a paying agent appointed by the trustee in immediately available funds (by wire transfer or otherwise) for the account of the person entitled thereto if such person shall have so notified the master servicer or such paying agent, or by check mailed to the address of the person entitled thereto, as such name and address shall appear on the certificate register. Notwithstanding the above, the final distribution on this certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this certificate at the office or agency appointed by the trustee for that purpose in the city and state of New York. The [initial certificate principal balance] [initial [interest only/Class A-V] notional amount] of this certificate is set forth above.] [the certificate principal balance hereof will be reduced to the extent of distributions allocable to principal and any realized losses allocable hereto.] This certificate is one of a duly authorized issue of certificates issued in several classes designated as mortgage pass-through certificates of the series specified hereon (herein collectively called the "certificates"). The certificates are limited in right of payment to certain collections and recoveries respecting the mortgage loans, all as more specifically set forth herein and in the agreement. In the event master servicer funds are advanced with respect to any mortgage loan, such advance is reimbursable to the master servicer, to the extent provided in the agreement, from related recoveries on such mortgage loan or from other cash that would have been distributable to certificateholders. As provided in the agreement, withdrawals from the custodial account and/or the certificate account created for the benefit of certificateholders may be made by the master servicer from time to time for purposes other than distributions to certificateholders, such purposes including without limitation reimbursement to the company and the master servicer of advances made, or certain expenses incurred, by either of them. The agreement permits, with certain exceptions therein provided, the amendment of the agreement and the modification of the rights and obligations of the company, the master servicer and the trustee and the rights of the certificateholders under the agreement at any time by the company, the master servicer and the trustee with the consent of the holders of certificates evidencing in the aggregate not less than 66% of the percentage interests of each class of certificates affected thereby. Any such consent by the holder of this certificate shall be conclusive and binding on such holder and upon all future holders of this certificate and of any certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the certificate. The agreement also permits the amendment thereof in certain circumstances without the consent of the holders of any of the certificates and, in certain additional circumstances, without the consent of the holders of certain classes of certificates. As provided in the agreement and subject to certain limitations therein set forth, the transfer of this certificate is registrable in the certificate register upon surrender of this certificate for registration of transfer at the offices or agencies appointed by the trustee in the city and state of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the trustee and the certificate registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new certificates of authorized denominations evidencing the same class and aggregate percentage interest will be issued to the designated transferee or transferees. The certificates are issuable only as registered certificates without coupons in classes and in denominations specified in the agreement. As provided in the agreement and subject to certain limitations therein set forth, certificates are exchangeable for new certificates of authorized denominations evidencing the same Class and aggregate percentage interest, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The company, the master servicer, the trustee and the certificate registrar and any agent of the company, the master servicer, the trustee or the certificate registrar may treat the person in whose name this certificate is registered as the owner hereof for all purposes, and neither the company, the master servicer, the trustee nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the agreement in respect of the certificates and the trust fund created thereby shall terminate upon the payment to certificateholders of all amounts held by or on behalf of the trustee and required to be paid to them pursuant to the agreement following the earlier of (i) the maturity or other liquidation of the last mortgage loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any mortgage loan and (ii) the purchase by the master servicer from the trust fund of all remaining mortgage loans and all property acquired in respect of such mortgage loans, thereby effecting early retirement of the certificates. The agreement permits, but does not require, the master servicer to (i) purchase at a price determined as provided in the agreement all remaining mortgage loans and all property acquired in respect of any mortgage loan or (ii) purchase in whole, but not in part, all of the certificates from the holders thereof; provided, that any such option may only be exercised if the pool stated principal balance of the mortgage loans as of the distribution date upon which the proceeds of any such purchase are distributed is less than ten percent of the cut-off date principal balance of the mortgage loans. Reference is hereby made to the further provisions of this certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the certificate registrar, by manual signature, this certificate shall not be entitled to any benefit under the agreement or be valid for any purpose. IN WITNESS WHEREOF, the trustee has caused this certificate to be duly executed. Dated:________________ [TRUSTEE], as Trustee By:___________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [A- ] Certificates referred to in the within-mentioned Agreement. [TRUSTEE], as Certificate Registrar By:__________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass- Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor ____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________for the account of __________________ account number ______________-, or, if mailed by check, to ____________________________. Applicable statements should be mailed to ________________________. This information is provided by _____________________, the assignee named above, or ________________, as its agent. EXHIBIT B FORM OF CLASS M CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN, 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), AND PTE 2000-58, 65 FED. REG. 67765 (NOVEMBER 13, 2000), AND PTE 2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR MOODY'S OR (C)(I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY"). IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Certificate No. [____] [____]% Pass-Through Rate Class [M-___] Subordinate Date of Pooling and Servicing Agreement and Principal Balance of the Class M Cut-off Date: Certificates: $_______________ [______________] First Distribution Date: Initial Certificate Principal Balance of this [______________] Certificate: $[______________] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]
MORTGAGE PASS-THROUGH CERTIFICATE, SERIES ________ evidencing a percentage interest in any distributions allocable to the Class M-___ Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Certificate Principal Balance of this Certificate by the aggregate Certificate Principal Balance of all Class M-___ Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and ___________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class M-___ Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, any transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of this Certificate (or interest herein) that either (A) such transferee is not a Plan Investor, (B) it has acquired and is holding this Certificate in reliance on the RFC Exemption and that it understands that there are certain conditions to the availability of the RFC Exemption including that this Certificate must be rated, at the time of purchase, not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch or Moody's or (C) the transferee is a Complying Insurance Company. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the trustee has caused this certificate to be duly executed. Dated:________________ [TRUSTEE], as Trustee By:___________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [M- ] Certificates referred to in the within-mentioned Agreement. [TRUSTEE], as Certificate Registrar By:__________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass- Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor ____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________for the account of __________________ account number ______________-, or, if mailed by check, to ____________________________. Applicable statements should be mailed to ________________________. This information is provided by _____________________, the assignee named above, or ________________, as its agent. EXHIBIT C FORM OF CLASS B CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. Certificate No. [____] [____]% Pass-Through Rate Class [B-___] Subordinate Date of Pooling and Servicing Agreement and Principal Balance of the Class B-___ Cut-off Date: Certificates as of the Cut-off Date: $________ [______________] First Distribution Date: Initial Certificate Principal Balance of this [______________] Certificate: $[______________] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]
MORTGAGE PASS-THROUGH CERTIFICATE, SERIES _______ evidencing a percentage interest in any distributions allocable to the Class B-___ Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that _______________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Certificate Principal Balance of this Certificate by the aggregate Certificate Principal Balance of all Class B-___ Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and ___________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month next preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class B Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. No transfer of this Class B Certificate will be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the Company may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and the Company that such transfer is exempt (describing the applicable exemption and the basis therefor) from or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described by Section 5.02(e) of the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such Federal and state laws. In connection with any such transfer, the Trustee will also require either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a Class B Certificate will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by the Agreement, either stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan, or stating that the transferee is an insurance company, the source of funds to be used by it to purchase the Certificate is an "insurance company general account" (within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the trustee has caused this certificate to be duly executed. Dated:________________ [TRUSTEE], as Trustee By:___________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class B-___ Certificates referred to in the within-mentioned Agreement. [TRUSTEE], as Certificate Registrar By:__________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass- Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor ____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________for the account of __________________ account number ______________-, or, if mailed by check, to ____________________________. Applicable statements should be mailed to ________________________. This information is provided by _____________________, the assignee named above, or ________________, as its agent. EXHIBIT D FORM OF CLASS R CERTIFICATE THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON- UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. Certificate No. [____] [____]% Pass-Through Rate Class [R-___] Senior Date of Pooling and Servicing Agreement and Aggregate Initial Certificate Principal Cut-off Date: Balance of the Class R-___ Certificates: [______________] $100.00 First Distribution Date: Initial Certificate Principal Balance of this [______________] Certificate: $[______________] Master Servicer: Percentage Interest: _____% Residential Funding Corporation Assumed Final Distribution Date: CUSIP [______________] [______________]
MORTGAGE PASS-THROUGH CERTIFICATE, SERIES _______ evidencing a percentage interest in any distributions allocable to the Class R[-__] Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class R[-__] Certificates, both as specified above) in certain distributions with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Series Supplement, dated as specified above, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and ___________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class R Certificates on such Distribution Date. Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Company will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Company, which purchaser may be the Company, or any affiliate of the Company, on such terms and conditions as the Company may choose. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto. Notwithstanding the reduction of the Certificate Principal Balance hereof to zero, this Certificate will remain outstanding under the Agreement and the Holder hereof may have additional obligations with respect to this Certificate, including tax liabilities, and may be entitled to certain additional distributions hereon, in accordance with the terms and provisions of the Agreement. No transfer of this Class R[-__] Certificate will be made unless the Trustee has received either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a Class R Certificate will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purpose have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the trustee has caused this certificate to be duly executed. Dated:________________ [TRUSTEE], as Trustee By:___________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [R- ] Certificates referred to in the within-mentioned Agreement. [TRUSTEE], as Certificate Registrar By:_________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Pass- Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor ____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________for the account of __________________ account number ______________-, or, if mailed by check, to ____________________________. Applicable statements should be mailed to ________________________. This information is provided by _____________________, the assignee named above, or ________________, as its agent. EXHIBIT E FORM OF SELLER/SERVICER CONTRACT This Seller/Servicer Contract (as may be amended, supplemented or otherwise modified from time to time, this "Contract") is made this day of _____________, 20__, by and between Residential Funding Corporation, its successors and assigns ("Residential Funding") and (the "Seller/Servicer," and, together with Residential Funding, the "parties" and each, individually, a "party"). WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service Loans for, Residential Funding, and Residential Funding desires to purchase Loans from the Seller/Servicer and/or have the Seller/Servicer service various of its Loans, pursuant to the terms of this Contract and the Residential Funding Seller and Servicer Guides incorporated herein by reference, as amended, supplemented or otherwise modified, from time to time (together, the "Guides"). NOW, THEREFORE, in consideration of the premises, and the terms, conditions and agreements set forth below, the parties agree as follows: 1. INCORPORATION OF GUIDES BY REFERENCE. The Seller/Servicer acknowledges that it has received and read the Guides. All provisions of the Guides are incorporated by reference into and made a part of this Contract, and shall be binding upon the parties; provided, however, that the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for Residential Funding only if and for so long as it shall have been authorized to do so by Residential Funding in writing. Specific reference in this Contract to particular provisions of the Guides and not to other provisions does not mean that those provisions of the Guides not specifically cited in this Contract are not applicable. All terms used herein shall have the same meanings as such terms have in the Guides, unless the context clearly requires otherwise. 2. AMENDMENTS. This Contract may not be amended or modified orally, and no provision of this Contract may be waived or amended except in writing signed by the party against whom enforcement is sought. Such a written waiver or amendment must expressly reference this Contract. However, by their terms, the Guides may be amended or supplemented by Residential Funding from time to time. Any such amendment(s) to the Guides shall be binding upon the parties hereto. 3. REPRESENTATIONS AND WARRANTIES. a. Reciprocal Representations and Warranties. The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract: (1) Each party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, is qualified, if necessary, to do business and in good standing in each jurisdiction in which it is required to be so qualified, and has the requisite power and authority to enter into this Contract and all other agreements which are contemplated by this Contract and to carry out its obligations hereunder and under the Guides and under such other agreements. (2) This Contract has been duly authorized, executed and delivered by each party and constitutes a valid and legally binding agreement of each party enforceable in accordance with its terms. (3) There is no action, proceeding or investigation pending or threatened, and no basis therefor is known to either party, that could affect the validity or prospective validity of this Contract. (4) Insofar as its capacity to carry out any obligation under this Contract is concerned, neither party is in violation of any charter, articles of incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation and none of the foregoing adversely affects its capacity to fulfill any of its obligations under this Contract. Its execution of, and performance pursuant to, this Contract will not result in a violation of any of the foregoing. b. Seller/Servicer's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants made by the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the Seller/Servicer makes the representations, warranties and covenants set forth in the Guides and, upon request, agrees to deliver to Residential Funding the certified Resolution of Board of Directors which authorizes the execution and delivery of this Contract. 4. REMEDIES OF RESIDENTIAL FUNDING. If an Event of Seller Default or an Event of Servicer Default shall occur, Residential Funding may, at its option, exercise one or more of those remedies set forth in the Guides. 5. SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR. At no time shall the Seller/Servicer represent that it is acting as an agent of Residential Funding. The Seller/Servicer shall, at all times, act as an independent contractor. 6. PRIOR AGREEMENTS SUPERSEDED. This Contract restates, amends and supersedes any and all prior Seller Contracts or Servicer Contracts between the parties except that any subservicing agreement executed by the Seller/Servicer in connection with any loan-security exchange transaction shall not be affected. 7. ASSIGNMENT. This Contract may not be assigned or transferred, in whole or in part, by the Seller/Servicer without the prior written consent of Residential Funding. Residential Funding may sell, assign, convey, hypothecate, pledge or in any other way transfer, in whole or in part, without restriction, its rights under this Contract and the Guides with respect to any Commitment or Loan. 8. NOTICES. All notices, requests, demands or other communications that are to be given under this Contract shall be in writing, addressed to the appropriate parties and sent by telefacsimile or by overnight courier or by United States mail, postage prepaid, to the addresses and telefacsimile numbers specified below. However, another name, address and/or telefacsimile number may be substituted by the Seller/Servicer pursuant to the requirements of this paragraph 8, or Residential Funding pursuant to an amendment to the Guides. If to Residential Funding, notices must be sent to the appropriate address or telefacsimile number specified in the Guides. If to the Seller/Servicer, notice must be sent to: Attention: Telefacsimile Number: (_____) _____-_________ 9. JURISDICTION AND VENUE. Each of the parties irrevocably submits to the jurisdiction of any state or federal court located in Hennepin County, Minnesota, over any action, suit or proceeding to enforce or defend any right under this Contract or otherwise arising from any loan sale or servicing relationship existing in connection with this Contract, and each of the parties irrevocably agrees that all claims in respect of any such action or proceeding may be heard or determined in such state or federal court. Each of the parties irrevocably waives the defense of an inconvenient forum to the maintenance of any such action or proceeding and any other substantive or procedural rights or remedies it may have with respect to the maintenance of any such action or proceeding in any such forum. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Each of the parties further agrees not to institute any legal actions or proceedings against the other party or any director, officer, employee, attorney, agent or property of the other party, arising out of or relating to this Contract in any court other than as hereinabove specified in this paragraph 9. 10. MISCELLANEOUS. This Contract, including all documents incorporated by reference herein, constitutes the entire understanding between the parties hereto and supersedes all other agreements, covenants, representations, warranties, understandings and communications between the parties, whether written or oral, with respect to the transactions contemplated by this Contract. All paragraph headings contained herein are for convenience only and shall not be construed as part of this Contract. Any provision of this Contract that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and, to this end, the provisions hereof are severable. This Contract shall be governed by, and construed and enforced in accordance with, applicable federal laws and the laws of the State of Minnesota. IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer and Residential Funding have executed this Seller/Servicer Contract as of the date first above written. ATTEST: SELLER/SERVICER [Corporate Seal] (Name of Seller/Servicer) By: By: (Signature) (Signature) By: By: (Typed Name) (Typed Name) Title: Title: ================================================================================ ATTEST: RESIDENTIAL FUNDING CORPORATION [Corporate Seal] By: By: (Signature) (Signature) By: By: (Typed Name) (Typed Name) Title: Title: EXHIBIT F FORMS OF REQUEST FOR RELEASE DATE: TO: RE: REQUEST FOR RELEASE OF DOCUMENTS In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we request the release of the Mortgage Loan File described below. Series Supplement, to the Standard Terms of Pooling and Servicing Agreement, Dated: Series#: Account#: Pool#: Loan#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that all amounts received or to be received in connection with such payments which are required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement." Residential Funding Corporation Authorized Signature ******************************************************************************TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement. Enclosed Documents: [ ] Promissory Note [ ] Primary Insurance Policy [ ] Mortgage or Deed of Trust [ ] Assignment(s) of Mortgage or Deed of Trust [ ] Title Insurance Policy [ ] Other: Name: Title: Date: EXHIBIT G-1 FORM OF TRANSFER AFFIDAVIT AND AGREEMENT STATE OF ) ) ss.: COUNTY OF ) [NAME OF OFFICER], being first duly sworn, deposes and says: 1. That he is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Mortgage Pass-Through Certificates, Series _______, Class R[-__] (the "Owner")), a [savings institution] [corporation] duly organized and existing under the laws of [the State of ] [the United States], on behalf of which he makes this affidavit and agreement. 2. That the Owner (i) is not and will not be a "disqualified organization" or an electing large partnership as of [date of transfer] within the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986, as amended (the "Code") or an electing large partnership under Section 775(a) of the Code, (ii) will endeavor to remain other than a disqualified organization for so long as it retains its ownership interest in the Class R[-__] Certificates, and (iii) is acquiring the Class R[-__] Certificates for its own account or for the account of another Owner from which it has received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For this purpose, a "disqualified organization" means an electing large partnership under Section 775 of the Code, the United States, any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such governmental entity) or any foreign government, international organization or any agency or instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income). 3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R[-__] Certificates to disqualified organizations or electing large partnerships, under the Code, that applies to all transfers of Class R[-__] Certificates after March 31, 1988; (ii) that such tax would be on the transferor (or, with respect to transfers to electing large partnerships, on each such partnership), or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a disqualified organization, on the agent; (iii) that the person (other than with respect to transfers to electing large partnerships) otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that the Class R[-__] Certificates may be "noneconomic residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax. 4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class R[-__] Certificates if either the pass-through entity is an electing large partnership under Section 775 of the Code or if at any time during the taxable year of the pass-through entity a disqualified organization is the record holder of an interest in such entity. (For this purpose, a "pass through entity" includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.) 5. The Owner is either (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or a partnership for U.S. federal income tax purposes and created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), (iii) an estate that is described in Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section 7701(a)(30)(E) of the Code. 6. The Owner hereby agrees that it will not cause income from the Class R[-__] Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the Owner of another United States taxpayer. 7. That the Owner is aware that the Trustee will not register the transfer of any Class R[- __] Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and agreement are false. 8. That the Owner has reviewed the restrictions set forth on the face of the Class R[-__] Certificates and the provisions of Section 5.02(f) of the Pooling and Servicing Agreement under which the Class R[-__] Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner holds such Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to comply with such restrictions and provisions. 9. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R[-__] Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization. 10. The Owner's Taxpayer Identification Number is ________________. 11. This affidavit and agreement relates only to the Class R[-__] Certificates held by the Owner and not to any other holder of the Class R[-__] Certificates. The Owner understands that the liabilities described herein relate only to the Class R[-__] Certificates. 12. That no purpose of the Owner relating to the transfer of any of the Class R[-__] Certificates by the Owner is or will be to impede the assessment or collection of any tax; in making this representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation Section 1.860E-1(c) and recent amendments thereto, effective as of July 19, 2002, and (ii) the preamble describing the adoption of the amendments to such regulation, which is attached hereto as Exhibit 1. 13. That the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the Class R[-__] Certificate that the Owner intends to pay taxes associated with holding such Class R[- __] Certificate as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R[-__] Certificate. 14. That the Owner has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R[-__] Certificates remain outstanding. 15. (a) The Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or an investment manager, named fiduciary or a trustee of any such plan, or any other Person acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any such plan; or (b) The Purchaser has provided the Trustee, the Company and the Master Servicer with an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer to the effect that the purchase of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Company or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless either such Plan or person meets the requirements set forth in either (a) or (b) above. Capitalized terms used but not defined herein shall have the meanings assigned in the Pooling and Servicing Agreement. IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto attached, attested by its [Assistant] Secretary, this day of _____,___ 200__. [NAME OF OWNER] By: _________________________ [Name of Officer] [Title of Officer] [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner. Subscribed and sworn before me this ___ day of ________, 200 __. ____________________________________ NOTARY PUBLIC COUNTY OF ________________________ STATE OF __________________________ My Commission expires the ____ day of _____, 20__ . EXHIBIT 1 DEPARTMENT OF THE TREASURY Internal Revenue Service 26 CFR Parts 1 and 602 [TD 9004] RIN 1545-AW98 Real Estate Mortgage Investment Conduits AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Final regulations. ----------------------------------------------------------------------- SUMMARY: This document contains final regulations relating to safe harbor transfers of noneconomic residual interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional limitations on the circumstances under which transferors may claim safe harbor treatment. DATES: Effective Date: These regulations are effective July 19, 2002. Applicability Date: For dates of applicability, see Sec. 1.860E- (1)(c)(10). FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940 (not a toll-free number). SUPPLEMENTARY INFORMATION: Paperwork Reduction Act The collection of information in this final rule has been reviewed and, pending receipt and evaluation of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned control number 1545-1675. The collection of information in this regulation is in Sec. 1.860E - 1(c)(5)(ii). This information is required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The collection of information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of safe harbor treatment as provided in the regulation. The likely respondents are businesses and other for-profit institutions. Comments on the collection of information should be sent to the Office of Management and Budget, Attn: Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs, Washington, DC, 20503, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington, DC 20224. Comments on the collection of information should be received by September 17, 2002. Comments are specifically requested concerning: Whether the collection of information is necessary for the proper performance of the functions of the Internal Revenue Service, including whether the information will have practical utility; The accuracy of the estimated burden associated with the collection of information (see below); How the quality, utility, and clarity of the information to be collected may be enhanced; How the burden of complying with the collection of information may be minimized, including through the application of automated collection techniques or other forms of information technology; and Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of service to provide information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by the Office of Management and Budget. The estimated total annual reporting burden is 470 hours, based on an estimated number of respondents of 470 and an estimated average annual burden hours per respondent of one hour. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. Background This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may avail itself of the safe harbor by satisfying either the formula test or the asset test. Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for all tax purposes if a significant purpose of the transfer is to [[Page 47452]] enable the transferor to impede the assessment or collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the REMIC's taxable income. Under a safe harbor, the transferor of a REMIC noneconomic residual interest is presumed not to have a wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable investigation of the transferee's financial condition (the investigation requirement); and (2) the transferor secures a representation from the transferee to the effect that the transferee understands the tax obligations associated with holding a residual interest and intends to pay those taxes (the representation requirement). The IRS and Treasury have been concerned that some transferors of noneconomic residual interests claim they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify the safe harbor by adding the "formula test," an economic test. The proposed regulation provides that the safe harbor is unavailable unless the present value of the anticipated tax liabilities associated with holding the residual interest does not exceed the sum of: (1) The present value of any consideration given to the transferee to acquire the interest; (2) the present value of the expected future distributions on the interest; and (3) the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses. The notice of proposed rulemaking also contained rules for FASITs. Section 1.860H-6(g) of the proposed regulations provides requirements for transfers of FASIT ownership interests and adopts a safe harbor by reference to the safe harbor provisions of the REMIC regulations. In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set forth an alternative safe harbor that taxpayers could use while the IRS and the Treasury considered comments on the proposed regulations. Under the alternative safe harbor, if a transferor meets the investigation requirement and the representation requirement but the transfer fails to meet the formula test, the transferor may invoke the safe harbor if the transferee meets a two- prong test (the asset test). A transferee generally meets the first prong of this test if, at the time of the transfer, and in each of the two years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed $10 million. A transferee generally meets the second prong of this test if it is a domestic, taxable corporation and agrees in writing not to transfer the interest to any person other than another domestic, taxable corporation that also satisfies the requirements of the asset test. A transferor cannot rely on the asset test if the transferor knows, or has reason to know, that the transferee will not comply with its written agreement to limit the restrictions on subsequent transfers of the residual interest. Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a transfer or assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee. If such a transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an applicable income tax treaty would resource excess inclusion income as foreign source income, and that, as a consequence, any U.S. tax liability attributable to the excess inclusion income could be offset by foreign tax credits. Such a claim would impede the assessment or collection of U.S. tax on excess inclusion income, contrary to the congressional purpose of assuring that such income will be taxable in all events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the Code. The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an effort to impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base of a U.S. taxpayer, the transfer is not eligible for safe harbor treatment under either the asset test or the formula test. The final regulations also require a transferee to represent that it will not cause income from the noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base. Section 1.860E -1(c)(8) provides computational rules that a taxpayer may use to qualify for safe harbor status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at a rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this presumed rate of taxation was too high because it does not take into consideration taxpayers subject to the alternative minimum tax rate. In light of the comments received, this provision has been amended in the final regulations to allow certain transferees that compute their taxable income using the alternative minimum tax rate to use the alternative minimum tax rate applicable to corporations. Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in the formula test are to be computed using a discount rate 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 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 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 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 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 [Trustee] Attention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: 1. No purpose of the Seller relating to the transfer of the Certificate by the Seller to the Purchaser is or will be to impede the assessment or collection of any tax. 2. The Seller understands that the Purchaser has delivered to the Trustee and the Master Servicer a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know or believe that any representation contained therein is false. 3. The Seller has at the time of the transfer conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as they become due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Seller understands that the transfer of a Class R[-__] Certificate may not be respected for United States income tax purposes (and the Seller may continue to be liable for United States income taxes Associated therewith) unless the Seller has conducted such an investigation. 4. The Seller has no actual knowledge that the proposed Transferee is not both a United States Person and a Permitted Transferee. Very truly yours, (Seller) By: _____________________ Name: Title: EXHIBIT H FORM OF INVESTOR REPRESENTATION LETTER ______________ , 20___ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 [Trustee] Residential Funding Corporation 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 Attention: Residential Funding Corporation Series ________ RE: Mortgage Pass-Through Certificates, Series ________, [Class B-] Ladies and Gentlemen: _________________- (the "Purchaser") intends to purchase from _________________ (the "Seller") $_____________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class (the "Certificates"), issued pursuant to the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer (the "Master Servicer"), and _____________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that: 1. The Purchaser understands that (a) the Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law, (b) the Company is not required to so register or qualify the Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect. 2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any applicable state securities laws. 3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act. 4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private Placement Memorandum, dated ___________, 20___, relating to the Certificates (b)] a copy of the Pooling and Servicing Agreement and [b] [c] such other information concerning the Certificates, the Mortgage Loans and the Company as has been requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in connection with the initial distribution of the Certificates and was provided with a copy of the Private Placement Memorandum (the "Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the Company, the Purchaser acknowledges that such Memorandum was provided to it by the Seller, that the Memorandum was prepared by the Company solely for use in connection with the Original Sale and the Company did not participate in or facilitate in any way the purchase of the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and not to the Company with respect to any damage, liability, claim or expense arising out of, resulting from or in connection with (a) error or omission, or alleged error or omission, contained in the Memorandum, or (b) any information, development or event arising after the date of the Memorandum.] 5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Certificate under the Act, that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. 6. The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA), or Section 4975 of the Internal Revenue Code of 1986, as amended ("Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60; or (c) has provided the Trustee, the Company and the Master Servicer with an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer to the effect that the purchase of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Company or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a), (b) or (c) above. Very truly yours, By:________________________ Name: Title: EXHIBIT I FORM OF TRANSFEROR REPRESENTATION LETTER _________, 20___ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 [Trustee] Attention: Residential Funding Corporation Series ________ Re: Mortgage Pass-Through Certificates, Series ________, [Class B-] Ladies and Gentlemen: In connection with the sale by ____________________ (the "Seller") to ____________________ (the "Purchaser") of __________________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class (the "Certificates"), issued pursuant to the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, (Seller) By:_________________________ Name: Title: EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: _________________________________________ _________________________________________ _________________________________________ _________________________________________ The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer"). 1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act. 2. The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Master Servicer (as defined in the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (the "Agreement") among Residential Funding Corporation as Master Servicer, Residential Funding Mortgage Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and __________, as trustee, as follows: (a) The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state. (b) The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities. (c) The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer. (d) Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities. (e) The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act. 3. [The Buyer (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60; or (c) has provided the Trustee, the Company and the Master Servicer with an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer to the effect that the purchase of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Company or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement. ] 4. This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document. IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below. _____________________________________ _____________________________ Print Name of Seller Print Name of Buyer By:___________________________________ By:__________________________ Name: Name: Title: Title: Taxpayer Identification Taxpayer Identification No. __________________________________ No. _________________________ Date: _________________________________ Date: _______________________ ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers Other Than Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. 2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $________ in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below. Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code. Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements. Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of Columbia. State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940. SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans. 3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934. 5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A. Will the Buyer be purchasing the Rule 144A Yes No Securities only for the Buyer's own account? 6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of "qualified institutional buyer" set forth in Rule 144A. 7. The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase. Print Name of Buyer By:______________________ Name: Title: Date: ANNEX 2 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers That Are Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. 2. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used. The Buyer owned $ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). The Buyer is part of a Family of Investment Companies which owned in the aggregate $ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. 5. The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account. 6. The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. Print Name of Buyer By: _______________________ Name: Title: IF AN ADVISOR: Print Name of Buyer Date: EXHIBIT K [TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A LIMITED GUARANTY] ARTICLE XII Subordinate Certificate Loss Coverage; Limited Guaranty Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Sub-Servicer will be entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Sub-Servicer Advances previously made, (which will not be Advances or Sub-Servicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section 4.02(a), to the extent such Advances or Sub-Servicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a). (b) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether any Realized Losses (other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses) will be allocated to the Class B Certificates on such Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer shall demand payment from Residential Funding of the amount of such Realized Loss and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a); provided, however, that the amount of such demand in respect of any Distribution Date shall in no event be greater than the sum of (i) the additional amount of Accrued Certificate Interest that would have been paid for the Class B Certificateholders on such Distribution Date had such Realized Loss or Losses not occurred plus (ii) the amount of the reduction in the Certificate Principal Balances of the Class B Certificates on such Distribution Date due to such Realized Loss or Losses. Notwithstanding such payment, such Realized Losses shall be deemed to have been borne by the Certificateholders for purposes of Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates will not be covered by the Subordinate Certificate Loss Obligation. (c) Demands for payments pursuant to this Section shall be made prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date by the Master Servicer with written notice thereof to the Trustee. The maximum amount that Residential Funding shall be required to pay pursuant to this Section on any Distribution Date (the "Amount Available") shall be equal to the lesser of (X) minus the sum of (i) all previous payments made under subsections (a) and (b) hereof and (ii) all draws under the Limited Guaranty made in lieu of such payments as described below in subsection (d) and (Y) the then outstanding Certificate Principal Balances of the Class B Certificates, or such lower amount as may be established pursuant to Section 12.02. Residential Funding's obligations as described in this Section are referred to herein as the "Subordinate Certificate Loss Obligation." (d) The Trustee will promptly notify General Motors Acceptance Corporation of any failure of Residential Funding to make any payments hereunder and shall demand payment pursuant to the limited guaranty (the "Limited Guaranty"), executed by General Motors Acceptance Corporation, of Residential Funding's obligation to make payments pursuant to this Section, in an amount equal to the lesser of (i) the Amount Available and (ii) such required payments, by delivering to General Motors Acceptance Corporation a written demand for payment by wire transfer, not later than the second Business Day prior to the Distribution Date for such month, with a copy to the Master Servicer. (e) All payments made by Residential Funding pursuant to this Section or amounts paid under the Limited Guaranty shall be deposited directly in the Certificate Account, for distribution on the Distribution Date for such month to the Class B Certificateholders. (f) The Company shall have the option, in its sole discretion, to substitute for either or both of the Limited Guaranty or the Subordinate Certificate Loss Obligation another instrument in the form of a corporate guaranty, an irrevocable letter of credit, a surety bond, insurance policy or similar instrument or a reserve fund; provided that (i) the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision) an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that obtaining such substitute corporate guaranty, irrevocable letter of credit, surety bond, insurance policy or similar instrument or reserve fund will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1) of the Code or on "contributions after the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding, and (ii) no such substitution shall be made unless (A) the substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not less than the then current Amount Available and contains provisions that are in all material respects equivalent to the original Limited Guaranty or Subordinate Certificate Loss Obligation (including that no portion of the fees, reimbursements or other obligations under any such instrument will be borne by the Trust Fund), (B) the long term debt obligations of any obligor of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not supported by the Limited Guaranty) shall be rated at least the lesser of (a) the rating of the long term debt obligations of General Motors Acceptance Corporation as of the date of issuance of the Limited Guaranty and (b) the rating of the long term debt obligations of General Motors Acceptance Corporation at the date of such substitution and (C) the Company obtains written confirmation from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company that such substitution shall not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss Obligation pursuant to this Section shall be accompanied by a written Opinion of Counsel to the substitute guarantor or obligor, addressed to the Master Servicer and the Trustee, that such substitute instrument constitutes a legal, valid and binding obligation of the substitute guarantor or obligor, enforceable in accordance with its terms, and concerning such other matters as the Master Servicer and the Trustee shall reasonably request. Neither the Company, the Master Servicer nor the Trustee shall be obligated to substitute for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any circumstance. Section 12.02. Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ [Trustee] Attention: Residential Funding Corporation Series ________ Ladies and Gentlemen: WHEREAS, Residential Funding Corporation, a Delaware corporation ("Residential Funding"), an indirect wholly-owned subsidiary of General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain obligations as described under Section 12.01 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Servicing Agreement"), among Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential Funding and __________ (the "Trustee") as amended by Amendment No. thereto, dated as of , with respect to the Mortgage Pass-Through Certificates, Series ________ (the "Certificates"); and WHEREAS, pursuant to Section 12.01 of the Servicing Agreement, Residential Funding agrees to make payments to the Holders of the Class B Certificates with respect to certain losses on the Mortgage Loans as described in the Servicing Agreement; and WHEREAS, GMAC desires to provide certain assurances with respect to the ability of Residential Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation; NOW THEREFORE, in consideration of the premises herein contained and certain other good and valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows: 1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential Funding), either directly or through a subsidiary, in any case prior to the related Distribution Date, such moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and as the same arises from time to time upon the demand of the Trustee in accordance with Section 12.01 of the Servicing Agreement. (b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this Limited Guaranty pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination of the Trust Fund pursuant to the Servicing Agreement. 2. Waiver. GMAC hereby waives any failure or delay on the part of Residential Funding, the Trustee or any other person in asserting or enforcing any rights or in making any claims or demands hereunder. Any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right. GMAC further waives demand, presentment, notice of default, protest, notice of acceptance and any other notices with respect to this Limited Guaranty, including, without limitation, those of action or nonaction on the part of Residential Funding or the Trustee. 3. Modification, Amendment and Termination. This Limited Guaranty may be modified, amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC. 4. Successor. Except as otherwise expressly provided herein, the guarantee herein set forth shall be binding upon GMAC and its respective successors. 5. Governing Law. This Limited Guaranty shall be governed by the laws of the State of New York. 6. Authorization and Reliance. GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Company and the Trustee to rely on the covenants and agreements set forth herein. 7. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Servicing Agreement. 8. Counterparts. This Limited Guaranty may be executed in any number of counterparts, each of which shall be deemed to be an original and such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed and delivered by its respective officers thereunto duly authorized as of the day and year first above written. GENERAL MOTORS ACCEPTANCE CORPORATION By:_________________________________ Name: Title: Acknowledged by: [Trustee], as Trustee By:_________________________ Name: Title: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. By:__________________________ Name: Title: EXHIBIT M FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN _____________, 20______ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 [Trustee] Attention: Residential Funding Corporation Series ________ Re: Mortgage Pass-Through Certificates, Series ________ Assignment of Mortgage Loan Ladies and Gentlemen: This letter is delivered to you in connection with the assignment by ___________ (the "Trustee") to _____________________ (the "Lender") of __________________(the "Mortgage Loan") pursuant to Section 3.13(d) of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and warrants to, and covenants with, the Master Servicer and the Trustee that: the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; the Mortgage Loan following the proposed assignment will be modified to have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and such assignment is at the request of the borrower under the related Mortgage Loan. Very truly yours, ____________________________ (Lender) By:_________________________ Name: Title: EXHIBIT N FORM OF REQUEST FOR EXCHANGE [Date] Bank One, National Association 1 Bank One Plaza Suite IL1-0126 Chicago, Illinois 60670-0126 Re: Residential Funding Mortgage Securities I, Inc. Mortgage Pass-Through Certificates, Series [________] Residential Funding Corporation, as the Holder of a ____% Percentage Interest of the [Class/Subclass] of Class A-V Certificates, hereby requests the Trustee to exchange the above-referenced Certificates for the Subclasses referred to below: 1. Class A-V Certificates, corresponding to the following Uncertificated REMIC Regular Interests: [List numbers corresponding to the related loans and Pool Strip Rates from the Mortgage Loan Schedule]. The Initial Subclass Notional Amount and the initial Pass-Through Rate on the Class A-V Certificates will be $___________ and _____%, respectively. [2. Repeat as appropriate.] The Subclasses requested above will represent in the aggregate all of the Uncertificated REMIC Regular Interests represented by the Class A-V Certificates surrendered for exchange. The capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement, dated as of _______, among Residential Funding Mortgage Securities I, Inc., Residential Funding Corporation and Bank One National Association, as trustee. RESIDENTIAL FUNDING CORPORATION By:_________________________________ Name: Title: EXHIBIT O FORM OF FORM 10-K CERTIFICATE 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 Pooling and Servicing Agreement dated __________ (the "Agreement") among Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential Funding Corporation (the "Master Servicer") and [_________________] (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 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 Agreement and based upon my knowledge and the annual compliance review required under the Agreement, and except as disclosed in the report, the Master Servicer has fulfilled its obligations under the 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 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:____________ _________________________________* [Signature] 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: 1. 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 _________ (the "Agreement") by and among Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential Funding Corporation (the "Master Servicer") and Trustee in accordance with the standards set forth therein. 2. 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 Section 4.03(f)(I) of 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 THEREOF, 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