EX-10 2 s2ssamd.txt EX 10.1 SERIES SUPPLEMENT AMENDED RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and U.S. BANK NATIONAL ASSOCIATION Trustee SERIES SUPPLEMENT, DATED AS OF MARCH 1, 2005, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF DECEMBER 1, 2004 Mortgage Pass-Through Certificates Series 2005-S2

This is a Series Supplement, dated as of March 1, 2005 (the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as of December 1, 2004 and attached as Exhibit Four hereto (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL 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 (excluding the Rounding Account, the Reserve Fund and 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 Uncertificated REMIC 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). A segregated pool of assets consisting of the Uncertificated REMIC Regular Interests will be designated as "REMIC II," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions. The Class A-V Certificates will represent the entire beneficial ownership interest in the Uncertificated Class A-V REMIC Regular Interests. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. Any cross-reference to a section of the Pooling and Servicing Agreement, to the extent the terms of the Standard Terms and Series Supplement conflict with respect to that section, shall be a cross-reference to the related section of the Series Supplement. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of the Series Supplement. 1 The following table irrevocably sets forth the designation, the REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Uncertificated REMIC Regular Interests. None of the Uncertificated REMIC Regular Interests will be certificated.

___________________ (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 Mortgage 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 "REMIC I Pass-Through Rate" herein. (3) The REMIC I IO Regular Interests have no Uncertificated Principal Balance. 2 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.

-------- 1 The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-P, Class A-V and Class M Certificates shall be Book-Entry Certificates. The Class R Certificates and Class B Certificates shall be delivered to the holders thereof in physical form. 2 The Certificates, other than the Class R Certificates, shall be issuable in minimum dollar denominations as indicated above (by Certificate Principal Balance or Notional Amount, as applicable) and integral multiples of $1 (or $1,000 in the case of the Class A-P, Class B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that one Certificate of any of the Class A-P and each Class of Class B Certificates that contains an uneven multiple of $1,000 shall be issued in a denomination equal to the sum of the related minimum denomination set forth above and such uneven multiple for such Class or the sum of such denomination and an integral multiple of $1,000. The Class R Certificates shall be issuable in minimum denominations of not less than a 20% Percentage Interest; provided, however, that one of each Class of Class R Certificate will be issuable to Residential Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination representing a Percentage Interest of not less than 0.01%. 3 The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $260,859,541.89 In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: 4 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. Bankruptcy Amount: As of any date of determination prior to the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement. As of any date of determination on or after the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (1) the lesser of (a) the Bankruptcy Amount calculated as of the close of business on the Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with or preceding such date of determination (or, if such date of determination is an anniversary of the Cut-off Date, the Business Day immediately preceding such date of determination) (for purposes of this definition, the "Relevant Anniversary") and (b) the greater of (A) the greater of (i) 0.0006 times the aggregate principal balance of all the Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary (other than Additional Collateral Loans, if any) having a Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount equal to the largest difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in the Mortgage Pool (other than Additional Collateral Loans, if any) which had an original Loan-to-Value Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the weighted average (based on the principal balance of the Mortgage Loans as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number equal to the weighted average remaining term to maturity, in months, of all Non-Primary Residence Loans remaining in the Mortgage Pool as of the Relevant Anniversary, and (z) one plus the quotient of the number of all Non-Primary Residence Loans remaining in the Mortgage Pool divided by the total number of Outstanding Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000, over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Relevant Anniversary. The Bankruptcy Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency (without giving effect to the Certificate Policy in the case of ratings of the Insured Certificates by Fitch or S&P) below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. 5 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-S2" and which must be an Eligible Account. Certificate Insurance Account: The account established pursuant to Section 12.02(b) of this Series Supplement. Certificate Insurance Payment: Any payment made by the Certificate Insurer with respect to the Insured Certificates under the Certificate Policy. Certificate Insurer: Financial Guaranty Insurance Company, a stock insurance company organized and created under the laws of the State of New York, and any successors thereto, issuer of the Certificate Policy. Certificate Insurer Default: The existence and continuance of a failure by the Certificate Insurer to make a payment required under the Certificate Policy in accordance with its terms. Certificate Policy: The certificate guaranty insurance policy No. 0503006 issued by the Certificate Insurer for the benefit of the Holders of the Insured Certificates, including any endorsements thereto, attached hereto as Exhibit Five. Certificate Principal Balance: With respect to each Certificate (other than any Interest Only Certificate), on any date of determination, an amount equal to: (i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof, plus (ii) any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.02, minus (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, however, that solely for purposes of determining the Certificate Insurer's rights as subrogee to the Insured Certificateholders, the Certificate Principal Balance of any Insured Certificate shall be deemed to not be reduced by any principal amounts paid to the Holder thereof from Certificate Insurance Payments, unless such amounts have been reimbursed to the Certificate Insurer pursuant to Section 4.02(a)(xvi); 6 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 (not taking into consideration any reductions in the Certificate Principal Balance of the Insured Certificates due to a withdrawal of funds from the Rounding Account) over (B) the then aggregate Stated Principal Balance of the Mortgage Loans. Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-P or Class A-V Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A. Class R Certificate: Any one of the Class R-I Certificates 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 D and evidencing an interest designated as a "residual interest" in each REMIC for purposes of the REMIC Provisions. Closing Date: March 24, 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, U.S. Bank Corporate Trust Services, EP-MN-WS3D, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Residential Funding Corporation Series 2005-S2. Corresponding Certificates: With respect to REMIC I Regular Interest X, the Class A-1 Certificates; with respect to REMIC I Regular Interest Y, the Class A-2, Class A-3, Class A-5, Class A-6, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates; with respect to REMIC I Regular Interest Z, the Class A-P Certificates; and with respect to the REMIC I IO Regular Interests, the Class A-V Certificates. Cumulative Insurance Payments: As of any time of determination, the aggregate of all Certificate Insurance Payments previously made by the Certificate Insurer under the Certificate Policy minus the aggregate of all payments previously made to the Certificate Insurer pursuant to Sections 4.02(a)(xvi) of this Series Supplement as reimbursement for Certificate Insurance Payments. Cut-off Date: March 1, 2005. Deceased Holder: A Certificate Owner of an Insured Certificate who was a natural person living at the time such interest was acquired and whose authorized personal representative, surviving tenant by the entirety, surviving joint tenant or surviving tenant in common or other person empowered to act on behalf of a deceased Certificate Owner causes to be furnished to the Depository Participant evidence of death satisfactory to the Depository Participant and any tax waivers requested by the Depository Participant. 7 Deficiency Amount: With respect to the Insured Certificates and as of any Distribution Date, an amount equal to: (i) any interest shortfall allocated to the Insured Certificates, except for (a) any Prepayment Interest Shortfalls allocated to the Insured Certificates and (b) any interest shortfalls caused by the application of the Relief Act allocated to the Insured Certificates; (ii) the principal portion of any Realized Losses allocated to the Insured Certificates; and (iii) the Certificate Principal Balance of the Insured Certificates to the extent unpaid on the Scheduled Final Distribution Date. Determination Date: With respect to any Distribution Date, the second Business Day prior to such Distribution Date. Discount Net Mortgage Rate: 5.50% per annum. Due Period: With respect to each Distribution Date and any Mortgage Loan, the calendar month of such Distribution Date. Eligible Funds: On any Distribution Date, the portion, if any, of the Available Distribution Amount remaining after reduction by the sum of (i) the aggregate amount of Accrued Certificate Interest on the Senior Certificates, (ii) the Senior Principal Distribution Amount (determined without regard to Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P Principal Distribution Amount (determined without regard to Section 4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of Accrued Certificate Interest on the Class M, Class B-1, Class B-2 and Class B-3 Certificates. Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the third anniversary of the Cut-off Date, an amount equal to 1.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement since the Cut-off Date up to such date of determination, and (Y) from the third to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero. The Fraud Loss Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency (without giving effect to the Certificate Policy in the case of ratings of the Insured Certificates by Fitch or S&P) 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. 8 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. Individual Insured Certificate: An Insured Certificate that evidences $1,000 Initial Certificate Principal Balance. Initial Monthly Payment Fund: $2,644, representing scheduled principal amortization and interest at the Net Mortgage Rate during the Due Period ending in March 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 the Class A-4 Certificates, $772,727. With respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date Principal Balance of the Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass on such date. Initial Subordinate Class Percentage: With respect to each Class of Subordinate Certificates, an amount which is equal to the initial aggregate Certificate Principal Balance of such Class of Subordinate Certificates divided by the aggregate Stated Principal Balance of all the Mortgage Loans as of the Cut-off Date as follows: Class M-1: 1.50% Class B-1: 0.20% Class M-2: 0.60% Class B-2: 0.15% Class M-3: 0.30% Class B-3: 0.15% Insurance Premium: With respect to any Distribution Date, an amount equal to 1/12th of the product of (a) the Certificate Principal Balance of the Class A-1 Certificates as of such Distribution Date (prior to giving effect to any distributions thereon on such Distribution Date) and (b) the Premium Percentage (as defined in a letter agreement among the Certificate Insurer, the Company and the Trustee). Insured Certificates: Any one of the Class A-1 Certificates. Insured Payment: With respect to the Insured Certificates, (a) as of any Distribution Date, any Deficiency Amount, and (b) any Preference Amount. Interest Accrual Period: With respect to any Certificates and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. 9 Interest Only Certificates: Any one of the Class A-4 Certificates or Class A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Living Owner: A Certificate Owner of an Insured Certificate other than a Deceased Holder. Lockout Certificates: The Class A-2 Certificates and Class A-3 Certificates. Lockout Prepayment Percentage: For any Distribution Date occurring prior to the Distribution Date in April 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%. Lockout Scheduled Percentage: For any Distribution Date occurring prior to the Distribution Date in April 2010, 0%, and beginning on the Distribution Date in April 2010 and thereafter, 100%. Maturity Date: With respect to each Class of Certificates, March 25, 2035, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan. Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One (as amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which list or lists shall set forth the following information as to each Mortgage Loan: (a) the Mortgage Loan identifying number ("RFC LOAN #"); (b) the maturity of the Mortgage Note ("MATURITY DATE"); (c) the Mortgage Rate ("ORIG RATE"); (d) the Subservicer pass-through rate ("CURR NET"); (e) the Net Mortgage Rate ("NET MTG RT"); (f) the Pool Strip Rate ("STRIP"); (g) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL P & I"); (h) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (i) the Loan-to-Value Ratio at origination ("LTV"); (j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE"); (k) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation residence; and (l) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner occupied residence. 10 Such schedule may consist of multiple reports that collectively set forth all of the information required. Non-Discount Mortgage Loan: The mortgage loans other than the Discount Mortgage Loans. Notional Amount: As of any Distribution Date, with respect to the Class A-4 Certificates, an amount equal to 17/550 multiplied by the Certificate Principal Balance of the Class A-1 Certificates. For federal income tax purposes, however, as of any Distribution Date, with respect to the Class A-4 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of REMIC I Regular Interest X. As of the Closing Date, the Notional Amount of the Class A-4 Certificates is equal to $772,727. As of any Distribution Date, with respect to any Class A-V Certificates, the aggregate Stated Principal Balance of the Mortgage Loans as of the day immediately preceding such Distribution Date (or with respect to the initial Distribution Date, at the close of business on the Cut-off Date). For federal income tax purposes, however, as of any Distribution Date, with respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut off Date). Pass-Through Rate: With respect to the Class A Certificates (other than the Class A-V Certificates and Principal Only Certificates), Class M Certificates, Class B Certificates and Class R Certificates and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto. With respect to the Class A-V Certificates (other than any Subclass thereof) and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Due Date in the month preceding the month of such Distribution Date). With respect to the Class A-V Certificates and the initial Distribution Date the Pass-Through Rate is equal to approximately 0.0579% per annum. With respect to any Subclass of Class A-V Certificates and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Subclass as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or with respect to the initial Distribution Date, at the close of business on the Due Date in the month preceding the month of such Distribution Date). The Principal Only Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest. Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the Discount Net Mortgage Rate (but not less than 0.00%) per annum. Preference Amount: Any amount previously distributed to an Insured Certificateholder on an Insured Certificate that is recoverable and recovered from such Certificateholder as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended from time to time, pursuant to a final nonappealable order of a court exercising proper jurisdiction in an insolvency proceeding. 11 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, under the applicable circumstances set forth below, the respective percentages set forth below: (i) For any Distribution Date prior to the Distribution Date in April 2010 (unless the Certificate Principal Balances of the Senior Certificates (other than the Class A-P Certificates) have been reduced to zero), 0%. (ii) For any Distribution Date for which clause (i) above does not apply, and on which any Class of Subordinate Certificates is outstanding with a Certificate Principal Balance greater than zero: (a) in the case of the Class of Subordinate Certificates then outstanding with the Highest Priority and each other Class of Subordinate Certificates for which the related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Class immediately prior to such date and the denominator of which is the sum of the Certificate Principal Balances immediately prior to such date of (1) the Class of Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of Subordinate Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%. Notwithstanding the foregoing, if the application of the foregoing percentages on any Distribution Date as provided in Section 4.02 of this Series Supplement (determined without regard to the proviso to the definition of "Subordinate Principal Distribution Amount") would result in a distribution in respect of principal of any Class or Classes of Subordinate Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment Distribution Percentage of each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage of each other Class of Subordinate Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in accordance with the provisions in paragraph (ii) above, as if the Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c) the 12 total amount of the reductions in the Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the Non-Maturing Classes in proportion to their respective Recalculated Percentages (the portion of such aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of such Distribution Date, the Prepayment Distribution Percentage of each Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution Percentage thereof, calculated in accordance with the provisions in paragraph (ii) above as if the Certificate Principal Balance of each Maturing Class had not been reduced to zero, plus (2) the related Adjustment Percentage. Principal Only Certificates: Any one of the Class A-P Certificates. Random Lot: With respect to any Distribution Date, the method by which the Depository will determine which Insured Certificates will be paid, using its established random lot procedures or, if the Insured Certificates are no longer represented by a Book-Entry Certificate, using the Trustee's procedures. 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. 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 Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans, (ii) all payments on and collections in respect of the Mortgage Loans due after the Cut off Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund, but not including amounts on deposit in the Initial Monthly Payment Fund, (iii) property that secured a Mortgage Loan and that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (iv) the hazard insurance policies and Primary Insurance Policies, if any, 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, the Rounding Account and the Reserve Fund. REMIC I Certificates: The Class R-I Certificates. 13 REMIC I IO Notional Amount: With respect to each REMIC I IO Regular Interest, an amount equal to the aggregate Stated Principal Balance of the related Non-Discount Mortgage Loan. REMIC I IO Regular Interests: The 317 uncertificated partial undivided beneficial ownership interests in REMIC I, relating to each Non-Discount Mortgage Loan, each having no principal balance, and each bearing interest at the related REMIC I Pass-Through Rate on the related REMIC I IO Notional Amount. REMIC I Pass-Through Rate: With respect to REMIC I Regular Interest X, 5.42%. With respect to REMIC I Regular Interest Y, 5.50%. With respect to REMIC I Regular Interest Z, 0.00%. With respect to each REMIC I IO Regular Interest, the Pool Strip Rate for the related Non-Discount Mortgage Loan. REMIC I Regular Interest X: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate of the Certificate Principal Balance of the Class A-1 Certificates, and which bears interest at a rate equal to 5.42% per annum. REMIC I Regular Interest Y: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the amount of the Class A-2, Class A-3, Class A-5, Class A-6, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates, and which bears interest at a rate equal to 5.50% per annum. REMIC I Regular Interest Z: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the aggregate Certificate Principal Balance of the Class A-P Certificates, and which bears interest at a rate equal to 0.00% per annum. REMIC I IO 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 10.04. REMIC I Regular Interest X Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the REMIC I Regular Interest X for such Distribution Date pursuant to Section 10.04. REMIC I Regular Interest Y Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the REMIC I Regular Interest Y for such Distribution Date pursuant to Section 10.04. REMIC I Regular Interest Z Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the REMIC I Regular Interest Z for such Distribution Date pursuant to Section 10.04. REMIC I Regular Interest Distribution Amounts: The REMIC I Regular Interest X Distribution Amount, the REMIC I Regular Interest Y Distribution Amount, the REMIC I Regular Interest Z Distribution Amount and the REMIC I IO Regular Interest Distribution Amount. 14 REMIC II: The segregated pool of assets consisting of the Uncertificated REMIC Regular Interests conveyed in trust to the Trustee for the benefit of the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-P, Class A-V Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates pursuant to Section 2.06, with respect to which a separate REMIC election is to be made. REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates. Reserve Fund: Any one or more segregated trust accounts established pursuant to Section 4.11 that are Eligible Accounts, which shall be titled "Reserve Fund, U.S. Bank National Association, as trustee for the registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 2005-S2, Class A-1." Reserve Fund Deposit: $15,000. Reserve Fund Withdrawal: As defined in Section 4.11. Rounding Account: With respect to the Insured Certificates, the account created and maintained for such Insured Certificates pursuant to Section 4.09. Rounding Amount: With respect to the Rounding Account, the amount of funds, if any, needed to be withdrawn and used to round the amount of any distributions in reduction of the Certificate Principal Balance of the Insured Certificates upward to the next higher integral multiple of $1,000. Scheduled Final Distribution Date: March 25, 2035. Senior Certificate: Any one of the Class A Certificates or Class R Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit D, respectively. Senior Percentage: As of any Distribution Date, the lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class A-P Certificates) immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of the Stated Principal Balance of each Discount Mortgage Loan) immediately prior to such Distribution Date. Senior Principal Distribution Amount: As to any Distribution Date, the lesser of (a) the balance of the Available Distribution Amount remaining after the distribution of all amounts required to be distributed pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement or, after the Credit Support Depletion Date, the amount required to be distributed to the Class A-P Certificateholders pursuant to Section 4.02(c) and Section 4.02(d) of this Series Supplement and (b) the sum of the amounts required to be distributed to the Senior Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y) of this Series Supplement. 15 Senior Support Certificates: The Class A-3 Certificates. Senior Underwriter: Goldman, Sachs & Co. Special Hazard Amount: As of any Distribution Date, an amount equal to $2,898,679 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greatest of (i) twice the outstanding principal balance of the Mortgage Loan in the Trust Fund which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary, (ii) the product of 1.00% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary and (iii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the Mortgage Loans in any single five-digit California zip code area with the largest amount of Mortgage Loans by aggregate principal balance as of such anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans secured by Mortgaged Properties located in the State of California divided by the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans, expressed as a percentage, and the denominator of which is equal to 32.22% (which percentage is equal to the percentage of Mortgage Loans initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) located in the State of California. The Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency (without giving effect to the Certificate Policy in the case of ratings of the Insured Certificates by Fitch or S&P) below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Subordinate Principal Distribution Amount: With respect to any Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i) the product of (x) the related Subordinate Class Percentage for such Class and (y) the aggregate of the amounts calculated for such Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement (without giving effect to the Senior Percentage) to the extent not payable to the Senior Certificates; (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of Subordinate Certificates then 16 outstanding, of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the Senior Accelerated Distribution Percentage) to the extent such collections are not otherwise distributed to the Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan) to the extent not payable to the Senior Certificates; (iv) if such Class is the Class of Subordinate Certificates with the Highest Priority, any Excess Subordinate Principal Amount for such Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of Subordinate Certificates minus (b) the sum of (i) with respect to the Class of Subordinate Certificates with the Lowest Priority, any Excess Subordinate Principal Amount for such Distribution Date; and (ii) the Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for such Class of Subordinate Certificates, without giving effect to this clause (b)(ii), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates other than the Class A-P Certificates, without giving effect to any reductions for the Capitalization Reimbursement Amount. Super Senior Certificates: The Class 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 the Super Senior Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class A-P Certificates) immediately prior to such Distribution Date. Super Senior Optimal Principal Distribution Amount: As to any Distribution Date on or after the 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 Senior Principal Distribution Amount. Trust Fund: REMIC I, REMIC II, the Initial Monthly Payment Fund, the Reserve Fund and with respect to the Class A-1 Certificates only, the Certificate Policy and the Rounding Account. Uncertificated Accrued Interest: With respect to each Distribution Date, (i) as to REMIC I Regular Interest X, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-1 Certificates if the Pass-Through Rate on such Class were equal to the related REMIC I Pass-Through Rate and the aggregate Certificate Principal Balance were equal to the related Uncertificated Principal Balance, (ii) as to REMIC I Regular Interest Y, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-2 Certificates, Class A-3 Certificates, Class 17 A-5 Certificates, Class A-6 Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and Class R-II Certificates if the Pass-Through Rate on each such Class were equal to the related REMIC I Pass-Through Rate and the aggregate Certificate Principal Balance were equal to the related Uncertificated Principal Balance, and (iii) as to each REMIC I IO Regular Interest, an amount equal to the aggregate amount of Uncertificated Class A-V REMIC Accrued Interest that would result under the terms of the definition thereof with respect to the related Uncertificated Class A-V REMIC Regular Interest, if the Pass-Through Rate on such uncertificated interest were equal to the related REMIC I Pass-Through Rate and the Notional Amount of such uncertificated interest were equal to the related REMIC I IO Notional Amount; provided, that any reduction in the amount of Accrued Certificate Interest resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts to the Certificates pursuant to Sections 4.02(a) and 4.05 hereof shall be allocated to the Uncertificated REMIC Regular Interests for which such Certificates (or, in the case of interest only Certificates, the related principal and interest Certificates) are the Corresponding Certificates. Uncertificated Class A-V REMIC Accrued Interest: With respect to each Distribution Date, as to each Uncertificated Class A-V REMIC Regular Interest, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof with respect to the related Class A-V Certificates or related Subclass, if the Pass-Through Rate on such Certificate or Subclass were equal to the related Uncertificated Class A-V REMIC Pass-Through Rate and the Notional Amount of such Certificate or Subclass were equal to the related Uncertificated Class A-V REMIC Notional Amount; any reduction in the amount of Accrued Certificate Interest resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be allocated to the Uncertificated Class A-V REMIC Regular Interests pro rata in accordance with the amount of interest accrued with respect to each related Uncertificated Class A-V REMIC Regular Interest and such Distribution Date. Uncertificated Class A-V REMIC Notional Amount: With respect to each Uncertificated Class A-V REMIC Regular Interest, the amount of the related REMIC I IO Notional Amount. Uncertificated Class A-V REMIC Pass-Through Rate: With respect to each Uncertificated Class A-V REMIC Regular Interest, a per annum rate equal to the Pool Strip Rate with respect to the related Mortgage Loan. For federal income tax purposes, however, each Uncertificated Class A-V REMIC Regular Interest will not have a pass-through rate and Uncertificated Class A-V REMIC Accrued Interest therefor will be equal to 100% of the interest distributed with respect to the related REMIC I IO Regular Interest. Uncertificated Class A-V REMIC Regular Interest Distribution Amounts: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated Class A-V REMIC Regular Interests for such Distribution Date pursuant to Section 4.08(a). 18 Uncertificated Class A-V REMIC Regular Interests: The 317 uncertificated partial undivided beneficial ownership interests in the Trust Fund, each having no principal balance, and each bearing interest at a per annum rate equal to the respective Pool Strip Rate on the Stated Principal Balance of the related Non Discount Mortgage Loan. Uncertificated Principal Balance: With respect to each Uncertificated REMIC Regular Interest on any date of determination, an amount equal to (A) (i) $25,000,000.00 with respect to REMIC I Regular Interest X, (ii) $232,980,546.59 with respect to REMIC I Regular Interest Y, and (iii) $2,878,895.30 with respect to REMIC I Regular Interest Z minus (B) the sum of (x) the aggregate of all amounts previously deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal Balance thereof pursuant to Sections 10.04(a)(ii) and 10.04 (b), and (y) the aggregate of all reductions in Uncertificated Principal Balance deemed to have occurred in connection with Realized Losses that were previously deemed allocated to the Uncertificated Principal Balance of such Uncertificated REMIC Regular Interest pursuant to Section 10.04(d). Uncertificated REMIC Regular Interests: REMIC I Regular Interest X, REMIC I Regular Interest Y, REMIC I Regular Interest Z and REMIC I IO Regular Interests. Underwriters: Goldman, Sachs & Co. and Residential Funding Securities Corporation. 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. (See Section 2.01 of the Standard Terms) (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 Security Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana Home Loan Practices Act effective as of January 1, 2005. 19 (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 Exhibit One hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material respects at the date or dates respecting which such information is furnished; (iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage loans with level Monthly Payments due, with respect to a majority of the Mortgage Loans, on the first day of each month and terms to maturity at origination or modification of not more than 30 years; (iv) To the best of the Company's knowledge, if a Mortgage Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures that (a) at least 30% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01%, and (c) at least 12% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits thereunder; (v) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are currently acceptable to each Rating Agency; (vi) No more than 1.3% of the Mortgage Loans by aggregate Cut-off Date 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 1.2% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside Virginia; 20 (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 21.07% of the Mortgage Loans by aggregate Cut-off Date Principal Balance were underwritten under a reduced loan documentation program; (x) Each Mortgagor represented in its loan application with respect to the related Mortgage Loan that the Mortgaged Property would be owner-occupied and therefore would not be an investor property as of the date of origination of such Mortgage Loan. No Mortgagor is a corporation or a partnership; (xi) None of the Mortgage Loans is a Buydown Mortgage Loan; (xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1); (xiii) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and binding and remains in full force and effect, unless the Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been provided as described in the Program Guide; (xiv) None of the Mortgage Loans are Cooperative Loans; (xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property as of the date the Mortgage Loan was originated was not less than the appraised value of such 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; 21 (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 22 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 23 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. 24 Section 2.06 Conveyance of Uncertificated REMIC Regular Interests; Acceptance by the Trustee. The Company, as of the Closing Date, and concurrently with the execution and delivery hereof, does hereby assign without recourse all the right, title and interest of the Company in and to the Uncertificated REMIC Regular Interests to the Trustee for the benefit of the Holders of each Class of Certificates (other than the Class R-I Certificates). The Trustee acknowledges receipt of the Uncertificated REMIC Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of each Class of Certificates (other than the Class R-I Certificates). The rights of the Holders of each Class of Certificates (other than the Class R-I Certificates) to receive distributions from the proceeds of REMIC II in respect of such Classes, and all ownership interests of the Holders of Classes in such distributions, shall be as set forth in this Agreement. 25 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (See Article III of the Standard Terms) 26 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 (x) Paying Agent appointed by the Trustee shall distribute to the Certificate Insurer the Insurance Premium and, in the case of a distribution pursuant to Section 4.02(a)(xvi) below, the amount required to be distributed to the Certificate Insurer pursuant to Section 4.02(a)(xvi) below and (y) (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), in each case to the extent of the Available Distribution Amount together with, as to the Insured Certificates, any Reserve Fund Withdrawal pursuant to Section 4.11 of this Series Supplement, any Insured Payment pursuant to Section 12.02 of this Series Supplement and any Rounding Account withdrawal pursuant to Section 4.09 of this Series Supplement: (i) to the Senior Certificates (other than the Class A-P Certificates) on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (as defined in Section 4.02(b)(i) herein); and 27 (Y) to the Senior Certificates (other than the Class A-P Certificates), in the priorities and amounts set forth in Section 4.02(b)(ii) through Section 4.02(g), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan), whether or not received on or prior to the related Determination Date, minus the principal portion of any Debt Service Reduction (other than the related Discount Fraction of the principal portion of such Debt Service Reductions with respect to each Discount Mortgage Loan) which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (2) the Stated Principal Balance of any Mortgage Loan repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b) of the Standard Terms) pursuant to Sections 2.02, 2.04 or 4.07 of the Standard Terms and Section 2.03 of the Standard Terms and this Series Supplement, and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.04 of the Standard Terms or Section 2.03 of the Standard Terms and this Series Supplement, during the preceding calendar month (other than the related Discount Fraction of such Stated Principal Balance or shortfall with respect to each Discount Mortgage Loan); and (3) the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(Y)(B) of this Series Supplement, including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) including Subsequent Recoveries, received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b) of the Standard Terms) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (other than the related Discount Fraction of the principal portion of such unscheduled collections, with respect to each Discount Mortgage Loan); 28 (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b) of the Standard Terms) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance, with respect to each Discount Mortgage Loan) and (b) the Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan, included in Section 4.02(b)(i)(C) of this Series Supplement); (C) the Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage Loan); (D) any Excess Subordinate Principal Amount for such Distribution Date; (E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; minus (F) the Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (F), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates other than the Class A-P Certificates, without giving effect to any reductions for the Capitalization Reimbursement Amount; (iii) if the Certificate Principal Balances of the Subordinate Certificates have not been reduced to zero, to the Master Servicer or a Sub-Servicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Sub-Servicer Advances previously made with respect to any Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO 29 Disposition of such Mortgage Loan or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses; (iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; (viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; 30 (x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a) (xv) of this Series Supplement are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; 31 (xvi) to the Certificate Insurer, as subrogee of the Insured Certificateholders, an amount necessary to reimburse the Certificate Insurer for claims paid under the Certificate Policy, to the extent of Cumulative Insurance Payments on the Insured Certificates; (xvii) to the Senior Certificates, in the priority set forth in Section 4.02(b) of this Series Supplement, the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, together with Insured Payments pursuant to Section 12.02 herein, any Reserve Fund Withdrawals pursuant to Section 4.11 herein and Rounding Account withdrawals all with respect to the Insured Certificates, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and; and (xviii) to the Class R-II Certificates, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the determination by the Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to the Certificateholders. (b) Distributions of principal on the Senior Certificates on each Distribution Date occurring prior to the Credit Support Depletion Date will be made as follows: (i) to the Class A-P Certificates, until the Certificate Principal Balance thereof is reduced to zero, an amount (the "Class A-P Principal Distribution Amount") equal to the aggregate of: (A) the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan due during the related Due Period, whether or not received on or prior to the related Determination Date, minus the Discount Fraction of the principal portion of any related Debt Service Reduction which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; 32 (B) the related Discount Fraction of the principal portion of all unscheduled collections on each Discount Mortgage Loan received during the preceding calendar month or, in the case of Principal Prepayments in Full, during the related Prepayment Period (other than amounts received in connection with a Cash Liquidation or REO Disposition of a Discount Mortgage Loan described in clause (C) below), including Principal Prepayments in Full, Curtailments, Subsequent Recoveries and repurchases (including deemed repurchases under Section 3.07(b) of the Standard Terms) of Discount Mortgage Loans (or, in the case of a substitution of a Deleted Mortgage Loan, the Discount Fraction of the amount of any shortfall deposited in the Custodial Account in connection with such substitution); (C) in connection with the Cash Liquidation or REO Disposition of a Discount Mortgage Loan that did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (1) the applicable Discount Fraction of the Stated Principal Balance of such Discount Mortgage Loan immediately prior to such Distribution Date and (2) the aggregate amount of the collections on such Discount Mortgage Loan to the extent applied as recoveries of principal; (D) any amounts allocable to principal for any previous Distribution Date (calculated pursuant to clauses (A) through (C) above) that remain undistributed; and (E) the amount of any Class A-P Collection Shortfalls for such Distribution Date and the amount of any Class A-P Collection Shortfalls remaining unpaid for all previous Distribution Dates, but only to the extent of the Eligible Funds for such Distribution Date; minus (F) the related Discount Fraction of the portion of the Capitalization Reimbursement Amount for such Distribution Date, if any, related to each Discount Mortgage Loan; and (ii) the Senior Principal Distribution Amount shall be distributed to the Class R-I Certificates and Class R-II Certificates, concurrently on a pro rata basis, until the Certificate Principal Balances thereof have been reduced to zero; (iii) the balance of the Senior Principal Distribution Amount remaining after the distribution, if any, described in clause (b)(ii) above shall be distributed to the Lockout Certificates, concurrently on a pro rata basis, in reduction of the Certificate Principal Balances thereof, in an amount equal to the sum of: 33 (A) the Lockout Scheduled Percentage of the Lockout Certificates' pro rata share (based on the aggregate Certificate Principal Balance thereof relative to the aggregate Certificate Principal Balance of all Classes of Senior Certificates (other than the Class A-P Certificates)) of the aggregate of the collections described in Section 4.02(a)(ii)(Y)(A), (B) and (E); and (B) the Lockout Prepayment Percentage of the Lockout Certificates' pro rata share (based on the aggregate Certificate Principal Balance thereof relative to the aggregate Certificate Principal Balance of all Classes of Senior Certificates (other than the Class A-P Certificates)) of the aggregate of the collections described in Section 4.02(a)(ii)(Y)(C); (iv) an amount equal to the lesser of (a) $25,000 and (b) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (b)(ii) and (b)(iii) above, shall be distributed for each distribution date commencing on the distribution date in April 2008, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (v) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (b)(ii) through (b)(iv) above, shall be distributed sequentially to the Class A-5 Certificates and Class A-6 Certificates, in that order, in each case until the Certificate Principal Balances thereof have been reduced to zero; (vi) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (b)(ii) through (b)(v) above shall be distributed to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (vii) the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (b)(ii) through (b)(vi) above shall be distributed to the Lockout Certificates, concurrently on a pro rata basis, until the Certificate Principal Balances thereof have been reduced to zero. (c) On or after the occurrence of the Credit Support Depletion Date but prior to the reduction of the Certificate Principal Balance of the Senior Support Certificates to zero, all priorities relating to distributions as described above in respect of principal among the various Classes of Senior Certificates (other than the Class A-P Certificates) will be disregarded, and (i) the remaining Senior Principal Distribution Amount will be distributed to the Senior Certificates (other than the Class A-P Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances, (ii) the related Senior Interest Distribution Amount will be distributed as described in Section 4.02(a)(i) and (iii) an amount equal to the Discount Fraction of the principal portion of scheduled payments and unscheduled collections received or advanced in respect of the 34 Discount Mortgage Loans will be distributed to the Class A-P Certificates; provided that the aggregate amount distributable to the Senior Support Certificates and Super Senior 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 and after the reduction of the Certificate Principal Balance of the Senior Support Certificates to zero, all priorities relating to distributions as described above in respect of principal among the various classes of Senior Certificates (other than the Class A-P Certificates) will be disregarded, and (i) the remaining Senior Principal Distribution Amount will be distributed to the Senior Certificates (other than the Class A-P Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances, (ii) the Senior Interest Distribution Amount will be distributed as described in Section 4.02(a)(i) and (iii) 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 Class A-P Certificates. (e) After the reduction of the Certificate Principal Balances of the Senior Certificates (other than the Class A-P Certificates) to zero but prior to the Credit Support Depletion Date, the Senior Certificates (other than the Class A-P Certificates) will be entitled to no further distributions of principal thereon and the Available Distribution Amount will be paid solely to the holders of the Class A-P Certificates, the Class A-V Certificates and the 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 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 35 Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Lower Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Lower Priority up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (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). (i) Notwithstanding the priorities relating to distributions of principal among the Insured Certificates described above, on any Distribution Date, distributions in respect of principal on the Insured Certificates will be allocated among the Certificate Owners of the Insured Certificates as set forth in Section 4.10. On each Distribution Date on which amounts are available for distributions in reduction of the Certificate Principal Balance of the Insured Certificates the aggregate amount available for such distributions will be rounded upward by the Rounding Amount. Such rounding will be accomplished on the first Distribution Date on which distributions in reduction of the Certificate Principal Balance of the Insured Certificates are made by withdrawing from the Rounding Account the Rounding Amount for deposit into the Certificate Account, and such Rounding Amount will be added to the amount that is available for distributions in reduction of the Certificate Principal Balance of the Insured Certificates. On each succeeding Distribution Date on which distributions in reduction of the 36 Certificate Principal Balance of the Insured Certificates are made, first, the aggregate amount available for distribution in reduction of the Certificate Principal Balance of the Insured Certificates will be applied to repay the Rounding Amount withdrawn from the Rounding Account on the prior Distribution Date and then, the remainder of such allocable amount, if any, will be similarly rounded upward through another withdrawal from the Rounding Account and such determined Rounding Amount will be added to the amount that is available for distribution in reduction of the Certificate Principal Balance of the Insured Certificates. Any funds remaining in the Rounding Account after the Certificate Principal Balance of the Insured Certificates is reduced to zero shall be distributed to the Class R-II Certificateholders. 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 Class B-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an amount equal to the Discount Fraction of the principal portion thereof, and the remainder of such Realized Losses on the Discount Mortgage Loans and the entire amount of such Realized Losses on Non-Discount Mortgage Loans shall be allocated among all the Senior Certificates (other than the Class A-V Certificates and Class A-P Certificates) in the case of the principal portion of such loss on a pro rata basis and among all of the Senior Certificates (other than the Class A-P Certificates) in the case of the interest portion of such loss on a pro rata basis, as described below; provided, however, that any such Realized Losses otherwise allocable to the Class A-2 Certificates will be allocated to the Class A-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero. Any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses, Extraordinary Losses on Non-Discount Mortgage Loans will be allocated among the Senior Certificates (other than the Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as described below. The principal 37 portion of such Realized Losses on the Discount Mortgage Loans will be allocated to the Class A-P Certificates in an amount equal to the Discount Fraction thereof and the remainder of such Realized Losses on the Discount Mortgage Loans and the entire amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated among the Senior Certificates (other than the Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as described below; as described below. Any Realized Losses otherwise allocable to the Insured Certificates will be covered by the Certificate Policy. (b) As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable on such Distribution Date (without regard to any Compensating Interest for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date; provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates below the aggregate Stated Principal Balance of the Mortgage Loans. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification) shall be made in proportion to the amount of Accrued Certificate Interest and by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(a). Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), 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. 38 Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms) Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms) Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms) Section 4.09 Rounding Account. No later than the Closing Date, the Trustee will establish and maintain with itself a segregated trust account that is an Eligible Account, which shall be titled "Rounding Account, U.S. Bank National Association, as trustee for the registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 2005-S2, Class A-1." On the Closing Date, the Senior Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Rounding Account, cash in an amount equal to $999.99. The Senior Underwriter shall be designated as the owner of the Rounding Account. The Trustee on each Distribution Date shall, based upon information provided by the Master Servicer for the related Distribution Date, withdraw funds from the Rounding Account to pay the Rounding Amount to the Holders of the Insured Certificates pursuant to Section 4.02(i). In addition, the Trustee on each Distribution Date shall, based upon information provided by the Master Servicer for the related Distribution Date, withdraw funds from the Certificate Account to repay to the Rounding Account the Rounding Amount from the prior Distribution Date as contemplated in Section 4.02(i). Section 4.10 Principal Distributions on the Insured Certificates. Distributions in reduction of the Certificate Principal Balance of the Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below. (a) On each Distribution Date on which distributions in reduction of the Certificate Principal Balance of the Insured Certificates are made, such distributions will be made in the following priority among the Certificate Owners of the Insured Certificates: (i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and (ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. 39 Requests for distributions in reduction of the Certificate Principal Balance of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Certificate Principal Balance of the Insured Certificates presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Certificate Principal Balance of the Insured Certificates will be accepted in accordance with the provisions set forth in Section 4.10(c). All requests for distributions in reduction of the Certificate Principal Balance of the Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" and received by the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Certificate Principal Balance of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until such request is accepted or is withdrawn as provided in Section 4.10(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 4.10(c) on the Depository's participant terminal system. Distributions in reduction of the Certificate Principal Balance of the Insured Certificates will be applied in an amount equal to the Senior Principal Distribution Amount allocable to such Class pursuant to Section 4.02(b), plus, with respect to the Insured Certificates, any amounts available for distribution from the Rounding Account established as provided in Section 4.09, provided that the aggregate distribution in reduction of the Certificate Principal Balance of the Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Senior Principal Distribution Amount allocable to distributions in reduction of the Certificate Principal Balance of the Insured Certificates on any Distribution Date exceeds the aggregate Certificate Principal Balance of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured Certificates), distributions in reduction of the Certificate Principal Balance of the Insured Certificates will be made by mandatory distribution pursuant to Section 4.10(d). (b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 4.10 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Certificate Principal Balance thereof, subject to the limitations stated above. 40 Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Certificate Principal Balance of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 4.10(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders in Section 4.10(a). (c) Requests for distributions in reduction of the Certificate Principal Balance of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, the Master Servicer or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Certificate Principal Balance of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of 41 their receipt (subject to the priorities described in Section 4.10(a) above). The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 and shall notify the Depository as to the amount of the Senior Principal Distribution amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 4.10(d). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.10. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request on the Depository's participant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Certificate Principal Balance of the Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Certificate Principal Balance of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 4.10, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection. (d) To the extent, if any, that distributions in reduction of the Certificate Principal Balance of the Insured Certificates on a Distribution Date exceed the outstanding Certificate Principal Balance of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 4.10(a) above, the additional distributions in reduction of the Certificate Principal Balance of the Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Certificate Principal Balance of the Insured Certificates to be made on any such Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Certificate 42 Principal Balance of the Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Certificate Principal Balance thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the Certificate Principal Balance of the Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the letter of representations dated the Closing Date among the Company, the Trustee and the Depository. (e) Notwithstanding any provisions herein to the contrary, on any Distribution Date on which (i) any Realized Losses are allocated to the Insured Certificates and (ii) a Certificate Insurer Default has occurred and/or is continuing, distributions in reduction of the Certificate Principal Balance of the Insured Certificates will be made pro rata on the basis of their respective Percentage Interests with the respect to the Insured Certificates among the Certificate Owners of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 4.10 or mandatory distributions by Random Lot. (f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.01 of the Standard Terms, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Certificate Principal Balance of such Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 4.10. Section 4.11 Reserve Fund. No later than the Closing Date, the Trustee will establish and maintain the Reserve Fund. On the Closing Date the Senior Underwriter shall deposit with the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount equal to the Reserve Fund Deposit. The Master Servicer shall direct the Trustee in writing on each Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit into the Certificate Account, and to pay to the holders of the Insured Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to the Insured Certificates pursuant to the definition of Accrued Certificate Interest (to the extent not offset by the Master Servicer pursuant to Section 3.16(e) of the Standard Terms), and to the extent of funds on deposit in the Reserve Fund (the amount of such withdrawal for any Distribution Date, the "Reserve Fund Withdrawal"). 43 For federal income tax purposes, the Senior Underwriter shall be the owner of the Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. Notwithstanding anything herein to the contrary, the Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in Permitted Investments at the written direction of the Senior Underwriter. All income and gain realized from investment of funds deposited in the Reserve Fund shall be deposited in the Reserve Fund for the sole use and exclusive benefit of the Reserve Fund. The amount of any loss incurred in respect of any such investments shall be deposited in the Reserve Fund by the Senior Underwriter out of its own funds immediately as realized without any right of reimbursement. The balance, if any, remaining in the Reserve Fund on the Distribution Date on which the Certificate Principal Balance of the Insured Certificates is reduced to zero will be distributed by the Trustee to the Senior Underwriter. To the extent that the Reserve 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 and (2) it shall be owned by the Senior Underwriter, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund may not be owned by more than one Person and for all federal tax purposes, any amounts transferred by any REMIC to the Reserve Fund will be treated as amounts distributed by any REMIC to the Senior Underwriter. 44 ARTICLE V THE CERTIFICATES (See Article V of the Standard Terms) Section 5.01 The Certificates. (See Section 5.01(a) and (b) of the Standard Terms) (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 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. This Section 5.01(c) shall only apply to Class A-V Certificates that are Definitive Certificates. Section 5.02 Registration of Transfer and Exchange of Certificates. (See Section 5.02 of the Standard Terms) Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. (See Section 5.03 of the Standard Terms) Section 5.04 Persons Deemed Owners. (See Section 5.04 of the Standard Terms) Section 5.05 Appointment of Paying Agent. (See Section 5.05 of the Standard Terms) 45 ARTICLE VI THE COMPANY AND THE MASTER SERVICER (See Article VI of the Standard Terms) 46 ARTICLE VII DEFAULT (See Article VII of the Standard Terms) 47 ARTICLE VIII CONCERNING THE TRUSTEE (See Article VIII of the Standard Terms) 48 ARTICLE IX TERMINATION Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Company to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) the purchase by 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 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 (i) the Maturity Date or (ii) 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 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 49 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) (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) 50 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 elections to treat each of REMIC I (including the Mortgage Loans) and REMIC II subject to this Agreement as a REMIC for federal income tax purposes. The Uncertificated REMIC Regular Interests shall be designated as the "regular interests" and the Class R-I Certificates shall be designated as the sole class of "residual interests" in REMIC I. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and to which will be represented by the Class A-V Certificates, will be "regular interests" in REMIC II, and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined in the Standard Terms) under federal income tax law. On and after the date of issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the Standard Terms, any such Subclass will represent the Uncertificated Class A-V REMIC Regular Interest or Interests specified by the initial Holder of the Class A-V Certificates pursuant to said Section. Section 10.04 Distributions on the Uncertificated REMIC Regular Interests. (a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC Regular Interests, from REMIC I, the following amounts in the following order of priority to the extent of the Available Distribution Amount reduced by distributions made to the Class R-I Certificates pursuant to Section 4.02(a): (i) Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 10.04(b), an amount equal to the sum of the amounts in respect of principal distributable on the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates and Class R-II Certificates under Section 4.02(a), as allocated thereto pursuant to Section 4.02(b). 51 (b) The amount described in Section 10.04(a)(ii) shall be deemed distributed to the Uncertificated REMIC Regular Interests (other than the REMIC I IO Regular Interests), with the amount to be distributed allocated among such interests in accordance with the amounts and priority assigned to the Corresponding Certificates under Section 4.02(b), until the Uncertificated Principal Balance of each such interest is reduced to zero. (c) The portion of the REMIC I Regular Interest Distribution Amounts described in Section 10.04(a)(i) shall be deemed distributed by REMIC I to REMIC II in accordance with the priority assigned to the REMIC II Certificates under Section 4.02(b) relative to that assigned to the Uncertificated REMIC I Regular Interests hereunder. (d) In determining from time to time the REMIC I Regular Interest Distribution Amounts, Realized Losses allocated to the Certificates shall be allocated to Uncertificated REMIC Regular Interests in the same amounts and priorities as allocated to the Corresponding Certificates. (e) Notwithstanding the deemed distributions on the Uncertificated REMIC Regular Interests described in this Section 10.04, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. 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, from REMIC II, Uncertificated Class A-V REMIC Accrued Interest on the Uncertificated Class A-V REMIC Regular Interests for such Distribution Date, plus any Uncertificated Class A-V REMIC 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 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. 52 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. 53 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-S2 Fitch One State Street Plaza New York, New York 10007 Standard & Poor's 55 Water Street New York, New York 10041 Moody's 99 Church Street New York, New York 10007 Certificate Insurer Financial Guaranty Insurance Company 125 Park Avenue New York, New York 10017 Attention: Research and Risk Management - RFMSI 2005-S2 54 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, Certificate Insurer and Subservicer. The Company, the Master Servicer or the Trustee, as applicable, shall (i) notify each Rating Agency, the Certificate Insurer 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 and the Certificate Insurer 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, (j) the repurchase of or substitution for any Mortgage Loan, and (k) any Certificate Insurer Default that has not been cured. 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. 55 Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms) Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms) Section 11.09 Allocation of Voting Rights. 97.0% of all Voting Rights 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 A-4 Certificates, in accordance with their Percentage Interests; 1.0% of all Voting Rights shall be allocated among the Holders of the Class A-V Certificates in accordance with their respective Percentage Interests; and 0.5% and 0.5% of all Voting Rights shall be allocated among the Holders of the Class R-I Certificates and Class R-II Certificates, respectively, in accordance with their respective Percentage Interests. 56 ARTICLE XII CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER Section 12.01 Rights of the Certificate Insurer to Exercise Rights of Insured Certificateholders. By accepting its Certificate, each Insured Certificateholder agrees that unless a Certificate Insurer Default exists, the Certificate Insurer shall have the right to exercise all consent, voting, direction and other control rights of the Insured Certificateholders under this Agreement without any further consent of the Insured Certificateholders. Section 12.02 Claims Upon the Certificate Policy; Certificate Insurance Account. (a) If, on the Business Day next succeeding the Determination Date, the Master Servicer determines that (i) the funds that will be on deposit in the Certificate Account on the related Certificate Account Deposit Date, to the extent distributable to the Insured Certificateholders pursuant to Section 4.02(a)(i) are insufficient to pay the Accrued Certificate Interest for such Distribution Date; provided however, Accrued Certificate Interest on the Insured Certificates will be deemed to include any portion of the amounts allocated to such Certificates described in clauses (ii) through (iv) (other than Relief Act Shortfalls) of the definition thereof (in each case, to the extent such shortfalls are not covered by the subordination provided by the Class M Certificates and Class B Certificates) on such Distribution Date, (ii) the principal portion of any Realized Loss is allocated to the Insured Certificates on such Distribution Date or (iii) the funds available on the Scheduled Final Distribution Date will be insufficient to reduce the Certificate Principal Balance, of the Insured Certificates to zero, the Master Servicer shall deliver to the Trustee not later than 11:00 a.m. New York City time on the Business Day next succeeding the Determination Date a certificate signed by a Servicing Officer directing the Trustee to draw on the Certificate Policy and stating the amount to be drawn and stating the Insured Payment for each Insured Certificate, and the Trustee shall give notice by telephone or telecopy of the aggregate amount of such deficiency, confirmed in writing in the form set forth as Exhibit A to the Certificate Policy, to the Certificate Insurer at or before 12:00 noon, New York City time, on the second Business Day prior to such Distribution Date. If, subsequent to such notice, and prior to payment by the Certificate Insurer pursuant to such notice, additional amounts are deposited in the Certificate Account, the Trustee shall reasonably promptly notify the Certificate Insurer and withdraw the notice or reduce the amount claimed, as appropriate. (b) The Trustee shall establish a separate special purpose trust account for the benefit of Holders of the Insured Certificates and the Certificate Insurer referred to herein as the "Certificate Insurance Account" over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall deposit any amount paid under the Certificate Policy in the Certificate Insurance Account and distribute such amount only for purposes of payment to Holders of Insured Certificates of the Insured Payment for which a claim was made. Such amount may not be applied to satisfy any costs, expenses or liabilities of the Master Servicer, the Trustee or the Trust Fund. Amounts paid under the Certificate Policy shall be transferred to the Certificate Account in accordance with the next succeeding paragraph and disbursed by the Trustee to 57 Holders of Insured Certificates in accordance with Section 4.02 or Section 9.01(c), as applicable. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay the Insured Payment with other funds available to make such payment. However, the amount of any payment of principal of or interest on the Insured Certificates to be paid from funds transferred from the Certificate Insurance Account shall be noted as provided in paragraph (c) below and in the statement to be furnished to Holders of the Certificates pursuant to Section 4.03. Funds held in the Certificate Insurance Account shall not be invested by the Master Servicer or any other Person. On any Distribution Date with respect to which a claim has been made under the Certificate Policy, the amount of any funds received by the Trustee as a result of any claim under the Certificate Policy, to the extent required to make the Insured Payment on such Distribution Date, shall be withdrawn from the Certificate Insurance Account and deposited in the Certificate Account and applied by the Master Servicer on behalf of the Trustee, together with the other funds to be distributed to the Insured Certificateholders pursuant to Section 4.02, directly to the payment in full of the Insured Payment due on the Insured Certificates. Any funds remaining in the Certificate Insurance Account on the first Business Day following a Distribution Date shall be remitted to the Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid into the Certificate Insurance Account in respect of the Insured Certificates from moneys received under the Certificate Policy. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon two Business Day's prior notice to the Trustee. (d) In accordance with the terms of the Certificate Policy, any claim on the Certificate Policy in respect of a Preference Amount shall require the Trustee to obtain a certified copy of the order requiring the return of a preference payment, an opinion of counsel satisfactory to the Certificate Insurer that the order is final and not subject to appeal, and other documentation as required by the Certificate Policy. Any fees or expenses related to any such opinion of counsel or other documentation shall be provided at the sole expense of Goldman, Sachs & Co. Section 12.03 Effect of Payments by the Certificate Insurer; Subrogation. Anything herein to the contrary notwithstanding, for purposes of this Section 12.03, any payment with respect to principal of or interest on the Insured Certificates which is made with monies received pursuant to the terms of the Certificate Policy shall not be considered payment of the Insured Certificates from the Trust Fund. The Master Servicer, the Company and the Trustee acknowledge, and each Holder by its acceptance of an Insured Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Master Servicer, the Company, the Trustee or the Certificate Registrar, to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on the Insured Certificates to the Holders of such Certificates, the Certificate Insurer will be fully subrogated to, and each Insured Certificateholder, the Master Servicer, the Company and the Trustee hereby delegate and assign to the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Fund; provided that the Certificate Insurer shall be paid such amounts only from the sources and in the manner explicitly provided for herein. 58 The Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer's rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein. Section 12.04 Notices and Information to the Certificate Insurer. (a) All notices, statements, reports, certificates or opinions required by this Agreement to be sent to any other party hereto, to the Rating Agencies or to the Certificateholders shall also be sent to the Certificate Insurer. (b) The Master Servicer shall designate a Person who shall be available to the Certificate Insurer to provide reasonable access to information regarding the Mortgage Loans and to all books, records, accounts, information and other matters relating to the Certificates or this Agreement. Section 12.05 Trustee to Hold Certificate Policy. The Trustee will hold the Certificate Policy in trust as agent for the Insured Certificateholders for the purpose of making claims thereon and distributing the proceeds thereof. Neither the Certificate Policy, nor the amounts paid on the Certificate Policy will constitute part of the Trust Fund or assets of any REMIC created by this Agreement. Each Insured Certificateholder, by accepting its Certificate, appoints the Trustee as attorney-in-fact for the purpose of making claims on the Certificate Policy. The Trustee shall surrender the Certificate Policy to the Certificate Insurer for cancellation upon the payment in full of the Insured Certificates. To the extent that the Certificate Policy constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside credit support agreement and not an asset of any REMIC and (2) it shall be owned by the Certificate Insurer, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. Section 12.06 Ratings. The parties hereto agree that references in this Agreement or in the Standard Terms to ratings on the Certificates or interests of the Certificateholders shall be determined without regard to the Certificate Policy. Section 12.07 Third Party Beneficiaries. The Certificate Insurer shall be an express third-party beneficiary of this Agreement to the extent of its express subrogation rights, its rights to receive the amounts pursuant to Section 4.02(a) and its express rights set forth in Article XII of this Agreement and shall have the right to enforce the related provisions of this Agreement as if it were a party hereto. 59 IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written. [Seal] RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Attest /s/ Pieter VanZyl By: /s/ Heather Anderson Name: Pieter VanZyl Name: Heather Anderson Title: Vice President Title: Vice President [Seal] RESIDENTIAL FUNDING CORPORATION By:/s/ Pieter VanZyl Attest: /s/ Heather Anderson Name: Pieter VanZyl Name: Heather Anderson Title: Associate Title: Vice President U.S. BANK NATIONAL ASSOCIATION [Seal] as Trustee By: /s/ Even D. Kaplan Attest: /s/ Toby Robillard Name: Eve D. Kaplan Name: Toby Robillard Title: Vice President Title: Assistant Vice President 60 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 24th day of March, 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 /s/ Amy Sue Olson [Notarial Seal] 61 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 24th day of March, 2005 before me, a notary public in and for said State, personally appeared Pieter VanZyl, 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 /s/ Amy Sue Olson [Notarial Seal] 62 STATE OF ILLINOIS ) ) ss.: COUNTY OF COOK ) On the 24th day of March, 2005 before me, a notary public in and for said State, personally appeared Eve D. Kaplan, known to me to be a Vice-President 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 /s/ Trisha L. Willett [Notarial Seal] 63 EXHIBIT ONE MORTGAGE LOAN SCHEDULE (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 # 9495940 696/G01 F 580,000.00 ZZ 360 579,492.02 1 5.8750 2839.58 80 5.6250 2837.10 WARRENTON VA 20187 1 08/30/04 00 0438304081 03 10/01/04 0.0000 24504277 O 09/01/34 0 9529153 E82/G01 F 332,500.00 ZZ 360 330,962.57 1 6.5000 2101.63 53 6.2500 2101.63 CUMMING GA 30041 2 08/27/04 00 0401016662 05 11/01/04 0.0000 0401016662 O 10/01/34 0 9534768 696/G01 F 469,500.00 ZZ 360 469,500.00 1 5.7500 2249.69 43 5.5000 2249.69 POTOMAC MD 20854 2 10/15/04 00 0438549461 05 12/01/04 0.0000 30204126 O 11/01/34 0 9545190 696/G01 F 475,000.00 ZZ 360 472,949.39 1 5.6250 2226.56 60 5.3750 2219.39 FAIRFAX STATIOVA 22039 1 11/03/04 00 0438603391 03 12/01/04 0.0000 25104210 O 11/01/34 0 9549943 E82/G01 F 208,000.00 ZZ 360 206,954.24 1 6.0000 1247.07 80 5.7500 1247.07 BURKE VA 22015 2 09/07/04 00 401024906 09 11/01/04 0.0000 0401024906 O 10/01/34 0 9554434 696/G01 F 931,000.00 ZZ 360 930,413.88 1 5.8750 4558.02 72 5.6250 4555.86 WASHINGTON DC 20015 1 11/18/04 00 0438660607 05 01/01/05 0.0000 24504344 O 12/01/34 0 9554656 696/G01 F 611,000.00 ZZ 360 610,089.82 1 5.7500 2927.71 63 5.5000 2925.53 WASHINGTON DC 20016 2 11/19/04 00 0438662488 05 01/01/05 0.0000 26604046 O 12/01/34 0 9558739 E22/G01 F 106,400.00 ZZ 360 105,901.99 1 6.3750 663.80 80 6.1250 663.80 LOUISVILLE KY 40203 2 09/07/04 00 0421865429 05 11/01/04 0.0000 0421865429 O 10/01/34 0 9560096 696/G01 F 368,500.00 ZZ 360 368,439.92 1 5.7500 1765.73 53 5.5000 1765.59 ALEXANDRIA VA 22301 5 11/19/04 00 0438669152 05 01/01/05 0.0000 24604318 O 12/01/34 0 9561478 696/G01 F 403,000.00 ZZ 360 403,000.00 1 5.7500 1931.04 73 5.5000 1931.04 GAINESVILLE VA 20155 2 11/18/04 00 0438675332 03 01/01/05 0.0000 25504171 O 12/01/34 0 9562918 696/G01 F 440,000.00 ZZ 360 439,906.92 1 5.7500 2108.33 75 5.5000 2108.11 LEESBURG VA 20176 1 11/29/04 00 0438679862 05 01/01/05 0.0000 30404271 O 12/01/34 0 9564074 696/G01 F 345,000.00 ZZ 360 345,000.00 1 5.8750 1689.06 64 5.6250 1689.06 WASHINGTON DC 20009 1 11/29/04 00 0438688392 01 01/01/05 0.0000 25604304 O 12/01/34 0 9575351 E82/G01 F 160,500.00 ZZ 360 159,693.07 1 6.0000 962.28 65 5.7500 962.28 YPSILANTI MI 48197 2 09/15/04 00 0401024849 05 11/01/04 0.0000 0401024849 O 10/01/34 0 9577154 696/G01 F 568,000.00 ZZ 360 568,000.00 1 5.7500 2721.67 80 5.5000 2721.67 BETHESDA MD 20817 1 11/30/04 00 0438688137 05 01/01/05 0.0000 32604300 O 12/01/34 0 9578118 696/G01 F 506,250.00 T 360 506,110.92 1 5.8750 2478.52 75 5.6250 2478.52 CAMBRIDGE MD 21613 1 12/06/04 00 0438688244 05 01/01/05 0.0000 31804460 O 12/01/34 0 9585402 696/G01 F 374,000.00 ZZ 360 374,000.00 1 5.7500 1792.08 69 5.5000 1792.08 WASHINGTON DC 20008 5 12/03/04 00 0438713869 08 01/01/05 0.0000 30204147 O 12/01/34 0 9586264 696/G01 F 411,334.00 ZZ 360 411,334.00 1 5.8750 2013.82 80 5.6250 2013.82 HAYMARKET VA 20169 1 12/09/04 00 0438735391 03 02/01/05 0.0000 25104220 O 01/01/35 0 9587066 696/G01 F 650,000.00 ZZ 360 649,980.28 1 5.8750 3182.29 68 5.6250 3182.29 LORTON VA 22079 1 12/10/04 00 0438740870 03 02/01/05 0.0000 24503369 O 01/01/35 0 9588710 696/G01 F 730,000.00 ZZ 360 730,000.00 1 5.7500 3497.92 57 5.5000 3497.92 VIENNA VA 22182 2 12/07/04 00 0438749996 05 02/01/05 0.0000 24504433 O 01/01/35 0 9592433 E82/G01 F 158,000.00 ZZ 360 157,224.31 1 6.1250 960.02 61 5.8750 960.02 LAS VEGAS NV 89103 2 09/24/04 00 0401025028 05 11/01/04 0.0000 0401025028 O 10/01/34 0 9595586 696/G01 F 375,000.00 ZZ 360 375,000.00 1 5.8750 1835.94 75 5.6250 1835.94 PURCELLVILLE VA 20132 5 12/14/04 00 0438782393 05 02/01/05 0.0000 25004224 O 01/01/35 0 9595856 696/G01 F 592,000.00 ZZ 360 592,000.00 1 5.7500 2836.67 80 5.5000 2836.67 ALEXANDRIA VA 22302 1 12/21/04 00 0438786956 03 02/01/05 0.0000 32604327 O 01/01/35 0 9595858 696/G01 F 385,000.00 ZZ 360 385,000.00 1 5.7500 1844.79 69 5.5000 1844.79 ARLINGTON VA 22207 2 12/07/04 00 0438787228 05 02/01/05 0.0000 23604156 O 01/01/35 0 9600970 696/G01 F 518,000.00 ZZ 360 518,000.00 1 5.8750 2536.04 69 5.6250 2536.04 WASHINGTON DC 20016 5 12/22/04 00 0438792392 05 02/01/05 0.0000 31804471 O 01/01/35 0 9602170 696/G01 F 465,000.00 ZZ 360 465,000.00 1 5.8750 2276.56 67 5.6250 2276.56 VIENNA VA 22180 2 12/23/04 00 0438800815 05 02/01/05 0.0000 10004133 O 01/01/35 0 9605824 696/G01 F 450,000.00 ZZ 360 450,000.00 1 5.7500 2156.25 69 5.5000 2156.25 BETHESDA MD 20814 1 12/30/04 00 0438800336 05 02/01/05 0.0000 32704212 O 01/01/35 0 9607072 Y21/G01 F 490,000.00 ZZ 360 489,045.05 1 6.1250 2977.30 73 5.8750 2977.30 DARIEN CT 06820 1 12/15/04 00 0438857997 05 02/01/05 0.0000 204727057 O 01/01/35 0 9607082 Y21/G01 F 539,000.00 ZZ 360 537,898.23 1 5.8750 3188.39 59 5.6250 3188.39 ENGLEWOOD NJ 07631 5 12/09/04 00 0438863086 05 02/01/05 0.0000 204836255 O 01/01/35 0 9607094 Y21/G01 F 462,400.00 ZZ 360 461,498.05 1 6.1250 2809.60 75 5.8750 2809.60 MOUND MN 55364 2 12/20/04 00 0438862963 05 02/01/05 0.0000 204860679 O 01/01/35 0 9607110 Y21/G01 F 512,000.00 ZZ 360 511,025.85 1 6.2500 3152.48 80 6.0000 3152.48 SUGAR LAND TX 77479 1 12/27/04 00 0438863045 03 02/01/05 0.0000 204927293 O 01/01/35 0 9609776 696/G01 F 437,100.00 ZZ 360 437,100.00 1 5.8750 2139.97 50 5.6250 2139.97 PURCELLVILLE VA 20132 2 12/21/04 00 0438813420 05 02/01/05 0.0000 26604064 O 01/01/35 0 9609800 696/G01 F 650,000.00 ZZ 360 650,000.00 1 5.7500 3114.58 73 5.5000 3114.58 GERMANTOWN MD 20876 1 12/31/04 00 0438812232 03 02/01/05 0.0000 32704085 O 01/01/35 0 9612956 696/G01 F 474,500.00 ZZ 360 473,973.65 1 5.7500 2273.65 31 5.5000 2273.65 VIENNA VA 22181 2 12/30/04 00 0438830952 05 02/01/05 0.0000 25104283 O 01/01/35 0 9612960 696/G01 F 765,000.00 ZZ 360 765,000.00 1 5.7500 3665.63 65 5.5000 3665.63 ARLINGTON VA 22207 2 12/30/04 00 0438822561 05 03/01/05 0.0000 22304104 O 02/01/35 0 9613262 696/G01 F 506,400.00 ZZ 360 506,400.00 1 5.7500 2426.50 80 5.5000 2426.50 FAIRFAX VA 22030 1 12/30/04 00 0438853012 03 02/01/05 0.0000 24504449 O 01/01/35 0 9614316 696/G01 F 500,000.00 ZZ 360 500,000.00 1 5.3750 2239.58 56 5.1250 2239.58 BETHESDA MD 20814 1 12/29/04 00 0438838237 05 02/01/05 0.0000 31204408 O 01/01/35 0 9614332 696/G01 F 400,000.00 ZZ 360 400,000.00 1 5.7500 1916.67 80 5.5000 1916.67 ALEXANDRIA VA 22309 1 01/10/05 00 0438842676 05 03/01/05 0.0000 24604346 O 02/01/35 0 9614429 E82/G01 F 182,200.00 ZZ 360 181,486.20 1 6.1250 1107.07 80 5.8750 1107.07 RIGBY ID 83442 2 10/08/04 00 0401024633 05 12/01/04 0.0000 0401024633 O 11/01/34 0 9616328 696/G01 F 500,000.00 ZZ 360 500,000.00 1 5.8750 2447.92 74 5.6250 2447.92 FALLS CHURCH VA 22042 2 12/22/04 00 0438884439 05 02/01/05 0.0000 10004130 O 01/01/35 0 9616330 696/G01 F 840,000.00 ZZ 360 840,000.00 1 5.8750 4112.50 70 5.6250 4112.50 ARLINGTON VA 22207 1 01/12/05 00 0438848905 05 03/01/05 0.0000 22304102 O 02/01/35 0 9616340 696/G01 F 507,500.00 ZZ 360 506,982.59 1 5.8750 3002.05 70 5.6250 3002.05 WASHINGTON DC 20011 5 01/07/05 00 0438863920 05 03/01/05 0.0000 25604342 O 02/01/35 0 9618756 696/G01 F 528,000.00 ZZ 360 528,000.00 1 5.8750 2585.00 63 5.6250 2585.00 BETHESDA MD 20817 2 01/14/05 00 0438876575 05 03/01/05 0.0000 23104090 O 02/01/35 0 9618762 696/G01 F 425,000.00 ZZ 360 425,000.00 1 5.7500 2036.46 49 5.5000 2036.46 MCLEAN VA 22102 1 01/14/05 00 0438865461 05 03/01/05 0.0000 24604356 O 02/01/35 0 9618764 696/G01 F 576,000.00 ZZ 360 576,000.00 1 6.0000 2880.00 80 5.7500 2880.00 WASHINGTON DC 20015 2 01/11/05 00 0438874273 05 03/01/05 0.0000 31104171 O 02/01/35 0 9622575 E82/G01 F 177,600.00 ZZ 360 176,904.21 1 6.1250 1079.12 74 5.8750 1079.12 LAS VEGAS NV 89156 2 10/14/04 00 0401029566 05 12/01/04 0.0000 0401029566 O 11/01/34 0 9623216 696/G01 F 374,000.00 ZZ 360 374,000.00 1 5.8750 1831.04 52 5.6250 1831.04 NORTH POTOMAC MD 20878 1 01/14/05 00 0438877052 03 03/01/05 0.0000 31804468 O 02/01/35 0 9626615 944/U57 F 420,000.00 ZZ 360 417,640.31 1 6.0000 2518.11 71 5.7500 2518.11 MURRYSVILLE PA 15668 5 09/23/04 00 0438554776 05 11/01/04 0.0000 W01773683 O 10/01/34 0 9626679 944/U57 F 399,000.00 ZZ 360 396,993.99 1 6.0000 2392.21 62 5.7500 2392.21 DANA POINT CA 92624 2 09/14/04 00 0438549131 05 11/01/04 0.0000 W01778441 O 10/01/34 0 9629556 696/G01 F 510,000.00 ZZ 360 510,000.00 1 5.7500 2443.75 47 5.5000 2443.75 ALEXANDRIA VA 22307 5 01/17/05 00 0438886111 05 03/01/05 0.0000 24604361 O 02/01/35 0 9631326 956/956 F 700,000.00 ZZ 360 697,499.81 1 5.6250 4029.59 70 5.3750 4029.59 PALO ALTO CA 94306 1 12/20/04 00 114120017 05 02/01/05 0.0000 114120017 O 01/01/35 0 9631328 956/956 F 758,000.00 ZZ 360 751,389.45 1 5.7500 4423.48 61 5.5000 4423.48 CUPERTINO CA 95014 2 12/18/04 00 114120028 05 02/01/05 0.0000 114120028 O 01/01/35 0 9631330 956/956 F 404,000.00 ZZ 360 403,557.80 1 5.5000 2293.87 80 5.2500 2293.87 RICHMOND CA 94803 2 01/07/05 00 114120039 05 03/01/05 0.0000 114120039 O 02/01/35 0 9631332 956/956 F 415,000.00 ZZ 360 414,566.71 1 5.7500 2421.83 77 5.5000 2421.83 FREMONT CA 94539 2 01/14/05 00 114120049 05 03/01/05 0.0000 114120049 O 02/01/35 0 9631334 956/956 F 545,000.00 ZZ 360 543,859.25 1 5.7500 3180.47 76 5.5000 3180.47 LIVERMORE CA 94551 2 12/30/04 00 214120029 05 02/01/05 0.0000 214120029 O 01/01/35 0 9631336 956/956 F 650,000.00 ZZ 360 648,606.96 1 5.6250 3741.77 71 5.3750 3741.77 HAYWARD CA 94545 2 12/28/04 00 214120042 03 02/01/05 0.0000 214120042 O 01/01/35 0 9631338 956/956 F 635,000.00 ZZ 360 634,321.14 1 5.6250 3655.42 75 5.3750 3655.42 FRESNO CA 93720 2 01/05/05 00 214120053 03 03/01/05 0.0000 214120053 O 02/01/35 0 9631340 956/956 F 500,000.00 ZZ 360 498,627.03 1 5.6250 2878.28 72 5.3750 2878.28 OAKLAND CA 94606 5 01/03/05 00 214120056 05 02/01/05 0.0000 214120056 O 01/01/35 0 9631342 956/956 F 400,000.00 ZZ 360 399,562.17 1 5.5000 2271.16 51 5.2500 2271.16 GRANITE BAY CA 95746 5 01/14/05 00 315010001 05 03/01/05 0.0000 315010001 O 02/01/35 0 9631344 956/956 F 509,550.00 ZZ 360 508,992.27 1 5.5000 2893.17 80 5.2500 2893.17 PEORIA AZ 85383 1 01/18/05 00 415010012 03 03/01/05 0.0000 415010012 O 02/01/35 0 9631346 956/956 F 505,000.00 ZZ 360 500,875.39 1 5.7500 2947.04 80 5.5000 2947.04 CAMARILLO CA 93012 2 12/18/04 00 514110032 05 02/01/05 0.0000 514110032 O 01/01/35 0 9631348 956/956 F 460,000.00 ZZ 360 459,037.16 1 5.7500 2684.44 64 5.5000 2684.44 LONG BEACH CA 90815 2 12/22/04 00 514110033 05 02/01/05 0.0000 514110033 O 01/01/35 0 9631350 956/956 F 544,000.00 ZZ 360 543,418.43 1 5.6250 3131.57 80 5.3750 3131.57 CARLSBAD CA 92009 1 01/10/05 00 514120045 09 03/01/05 0.0000 514120045 O 02/01/35 0 9631352 956/956 F 601,000.00 ZZ 360 599,742.04 1 5.7500 3507.27 62 5.5000 3507.27 ORANGE CA 92869 5 12/28/04 00 614120035 03 02/01/05 0.0000 614120035 O 01/01/35 0 9631354 956/956 F 381,000.00 ZZ 360 380,202.53 1 5.7500 2223.41 79 5.5000 2223.41 DUARTE CA 91010 2 12/29/04 00 614120041 05 02/01/05 0.0000 614120041 O 01/01/35 0 9631356 956/956 F 450,000.00 ZZ 360 449,530.17 1 5.7500 2626.08 75 5.5000 2626.08 CERRITOS CA 90703 1 01/10/05 00 614120069 05 03/01/05 0.0000 614120069 O 02/01/35 0 9631358 956/956 F 534,000.00 ZZ 360 533,442.47 1 5.7500 3116.28 39 5.5000 3116.28 LOS ANGELES CA 90004 2 01/09/05 00 614120078 05 03/01/05 0.0000 614120078 O 02/01/35 0 9631360 956/956 F 450,000.00 ZZ 360 449,035.60 1 5.6250 2590.45 51 5.3750 2590.45 TRES PINOS CA 95075 2 12/23/04 00 714120056 03 02/01/05 0.0000 714120056 O 01/01/35 0 9631362 956/956 F 484,000.00 ZZ 360 482,418.67 1 5.5000 2748.10 47 5.2500 2748.10 FULLERTON CA 92835 2 12/24/04 00 714120060 03 02/01/05 0.0000 714120060 O 01/01/35 0 9631364 956/956 F 670,400.00 ZZ 360 668,929.05 1 5.5000 3806.46 80 5.2500 3806.46 MOUNTAIN VIEW CA 94043 1 01/04/05 00 714120081 03 02/01/05 0.0000 714120081 O 01/01/35 0 9631366 956/956 F 530,000.00 ZZ 360 528,837.12 1 5.5000 3009.28 78 5.2500 3009.28 PALO ALTO CA 94306 1 01/04/05 00 714120085 05 02/01/05 0.0000 714120085 O 01/01/35 0 9631368 956/956 F 500,000.00 ZZ 360 498,928.43 1 5.6250 2878.28 52 5.3750 2878.28 SAN JOSE CA 95120 2 12/27/04 00 714120094 05 02/01/05 0.0000 714120094 O 01/01/35 0 9631370 956/956 F 532,000.00 ZZ 360 531,444.56 1 5.7500 3104.61 80 5.5000 3104.61 MARTINEZ CA 94553 2 01/06/05 00 714120108 05 03/01/05 0.0000 714120108 O 02/01/35 0 9631372 956/956 F 550,000.00 ZZ 360 549,412.02 1 5.6250 3166.11 53 5.3750 3166.11 PALO ALTO CA 94306 2 01/12/05 00 715010003 05 03/01/05 0.0000 715010003 O 02/01/35 0 9631374 956/956 F 516,000.00 ZZ 360 515,461.26 1 5.7500 3011.24 80 5.5000 3011.24 SAN JOSE CA 95124 2 01/13/05 00 715010030 05 03/01/05 0.0000 715010030 O 02/01/35 0 9631376 956/956 F 416,000.00 ZZ 360 415,555.27 1 5.6250 2394.73 80 5.3750 2394.73 BRICK NJ 08723 1 01/05/05 00 914120067 05 03/01/05 0.0000 914120067 O 02/01/35 0 9631378 956/956 F 669,600.00 ZZ 360 668,198.45 1 5.7500 3907.60 80 5.5000 3907.60 KINNELON NJ 07405 1 12/30/04 00 914120095 03 02/01/05 0.0000 914120095 O 01/01/35 0 9631380 956/956 F 602,000.00 ZZ 360 601,356.43 1 5.6250 3465.45 80 5.3750 3465.45 HAWORTH NJ 07641 2 01/06/05 00 914120097 05 03/01/05 0.0000 914120097 O 02/01/35 0 9631382 956/956 F 400,000.00 ZZ 360 399,142.74 1 5.6250 2302.63 80 5.3750 2302.63 THORNTON CO 80602 2 12/27/04 00 1114110215 03 02/01/05 0.0000 1114110215 O 01/01/35 0 9631384 956/956 F 440,000.00 ZZ 360 439,057.02 1 5.6250 2532.89 59 5.3750 2532.89 OCEANSIDE CA 92054 5 12/02/04 00 1114110372 05 02/01/05 0.0000 1114110372 O 01/01/35 0 9631386 956/956 F 500,800.00 ZZ 360 499,673.93 1 5.7500 2922.53 40 5.5000 2922.53 RANCHO PALOS VCA 90275 5 12/03/04 00 1114110412 05 02/01/05 0.0000 1114110412 O 01/01/35 0 9631390 956/956 F 390,000.00 ZZ 360 389,164.18 1 5.6250 2245.06 52 5.3750 2245.06 READING MA 01867 5 11/29/04 00 1114110609 05 02/01/05 0.0000 1114110609 O 01/01/35 0 9631392 956/956 F 862,700.00 ZZ 360 860,851.11 1 5.6250 4966.19 62 5.3750 4966.19 GOLDEN CO 80401 2 12/27/04 00 1114110624 03 02/01/05 0.0000 1114110624 O 01/01/35 0 9631394 956/956 F 491,000.00 ZZ 360 489,972.28 1 5.7500 2865.34 68 5.5000 2865.34 CLARENDON HILLIL 60514 2 12/29/04 00 1114110629 05 02/01/05 0.0000 1114110629 O 01/01/35 0 9631396 956/956 F 600,000.00 ZZ 360 598,714.11 1 5.6250 3453.94 79 5.3750 3453.94 LAS VEGAS NV 89144 1 12/01/04 00 1114110631 03 02/01/05 0.0000 1114110631 O 01/01/35 0 9631398 956/956 F 444,100.00 ZZ 360 443,170.44 1 5.7500 2591.65 89 5.5000 2591.65 TUCSON AZ 85701 1 12/16/04 04 1114110729 05 02/01/05 25.0000 1114110729 O 01/01/35 0 9631400 956/956 F 380,000.00 ZZ 360 379,185.62 1 5.6250 2187.49 48 5.3750 2187.49 OAK PARK CA 91377 5 12/10/04 00 1114110756 03 02/01/05 0.0000 1114110756 O 01/01/35 0 9631402 956/956 F 450,000.00 ZZ 360 449,035.59 1 5.6250 2590.45 62 5.3750 2590.45 FREMONT CA 94555 2 12/21/04 00 1114110865 05 02/01/05 0.0000 1114110865 O 01/01/35 0 9631404 956/956 F 400,000.00 ZZ 360 399,162.76 1 5.7500 2334.29 67 5.5000 2334.29 PHOENIX AZ 85018 5 12/17/04 00 1114110884 05 02/01/05 0.0000 1114110884 O 01/01/35 0 9631406 956/956 F 668,000.00 ZZ 360 666,601.78 1 5.7500 3898.27 70 5.5000 3898.27 FOUNTAIN HILLSAZ 85268 1 12/29/04 00 1114120072 03 02/01/05 0.0000 1114120072 O 01/01/35 0 9631408 956/956 F 780,000.00 ZZ 360 778,367.36 1 5.7500 4551.87 65 5.5000 4551.87 SEDONA AZ 86336 5 12/20/04 00 1114120124 05 02/01/05 0.0000 1114120124 O 01/01/35 0 9631410 956/956 F 600,000.00 ZZ 360 598,714.11 1 5.6250 3453.94 69 5.3750 3453.94 SIMI VALLEY CA 93065 1 12/23/04 00 1114120166 03 02/01/05 0.0000 1114120166 O 01/01/35 0 9631412 956/956 F 755,000.00 ZZ 360 753,419.68 1 5.7500 4405.98 80 5.5000 4405.98 LOS ANGELES CA 90066 1 12/01/04 00 1114120205 05 02/01/05 0.0000 1114120205 O 01/01/35 0 9631414 956/956 F 453,000.00 ZZ 360 452,051.81 1 5.7500 2643.59 66 5.5000 2643.59 HUNTINGTON BEACA 92647 5 12/17/04 00 1114120303 05 02/01/05 0.0000 1114120303 O 01/01/35 0 9631416 956/956 F 535,000.00 ZZ 360 533,906.41 1 5.8750 3164.73 42 5.6250 3164.73 SACRAMENTO CA 95841 5 12/23/04 00 1114120359 03 02/01/05 0.0000 1114120359 O 01/01/35 0 9631420 956/956 F 740,000.00 ZZ 360 738,376.34 1 5.5000 4201.64 57 5.2500 4201.64 YORBA LINDA CA 92887 5 12/28/04 00 1114120397 03 02/01/05 0.0000 1114120397 O 01/01/35 0 9631424 956/956 F 507,500.00 ZZ 360 506,333.81 1 5.6250 2921.46 70 5.3750 2921.46 SCOTTSDALE AZ 85259 5 12/28/04 00 1114120523 03 02/01/05 0.0000 1114120523 O 01/01/35 0 9631426 956/956 F 382,000.00 ZZ 360 381,591.62 1 5.6250 2199.01 80 5.3750 2199.01 HIGHLANDS RANCCO 80129 2 01/03/05 00 1114120529 03 03/01/05 0.0000 1114120529 O 02/01/35 0 9631428 956/956 F 512,000.00 ZZ 360 510,876.61 1 5.5000 2907.08 80 5.2500 2907.08 LONGMONT CO 80501 1 12/29/04 00 1114120549 03 02/01/05 0.0000 1114120549 O 01/01/35 0 9631430 956/956 F 526,500.00 ZZ 360 525,950.30 1 5.7500 3072.51 56 5.5000 3072.51 OAK BROOK IL 60523 2 01/05/05 00 1114120564 05 03/01/05 0.0000 1114120564 O 02/01/35 0 9631432 956/956 F 416,000.00 ZZ 360 415,129.26 1 5.7500 2427.66 80 5.5000 2427.66 BOULDER CO 80303 1 12/30/04 00 1114120587 05 02/01/05 0.0000 1114120587 O 01/01/35 0 9631434 956/956 F 425,000.00 ZZ 360 424,556.28 1 5.7500 2480.18 55 5.5000 2480.18 HUNTINGTON BEACA 92646 5 01/05/05 00 1114120601 05 03/01/05 0.0000 1114120601 O 02/01/35 0 9631438 956/956 F 370,000.00 ZZ 360 369,243.69 1 5.8750 2188.69 66 5.6250 2188.69 NORTHFORD CT 06472 5 01/04/05 00 1114120724 05 02/01/05 0.0000 1114120724 O 01/01/35 0 9631440 956/956 F 612,000.00 ZZ 360 611,345.73 1 5.6250 3523.02 80 5.3750 3523.02 NEWCASTLE WA 98056 1 01/05/05 00 1114120785 05 03/01/05 0.0000 1114120785 O 02/01/35 0 9631442 956/956 F 441,700.00 ZZ 360 441,216.54 1 5.5000 2507.92 70 5.2500 2507.92 SAMMAMISH WA 98075 2 01/14/05 00 1314120051 03 03/01/05 0.0000 1314120051 O 02/01/35 0 9631444 956/956 F 763,000.00 ZZ 360 761,325.88 1 5.5000 4332.23 59 5.2500 4332.23 HUNTINGTON BEACA 92648 2 12/22/04 00 1514120005 03 02/01/05 0.0000 1514120005 O 01/01/35 0 9631446 956/956 F 363,500.00 ZZ 360 362,720.97 1 5.6250 2092.51 65 5.3750 2092.51 PETALUMA CA 94952 2 12/23/04 00 1514120016 05 02/01/05 0.0000 1514120016 O 01/01/35 0 9631448 956/956 F 410,000.00 ZZ 360 409,141.81 1 5.7500 2392.65 49 5.5000 2392.65 IRVINE CA 92620 2 12/17/04 00 1514120029 05 02/01/05 0.0000 1514120029 O 01/01/35 0 9631450 956/956 F 548,500.00 ZZ 360 547,239.24 1 5.6250 3157.48 31 5.3750 3157.48 LOS ANGELES CA 90020 5 01/04/05 00 1514120055 05 02/01/05 0.0000 1514120055 O 01/01/35 0 9631452 956/956 F 516,000.00 ZZ 360 515,435.21 1 5.5000 2929.79 47 5.2500 2929.79 CORONADO CA 92118 5 01/04/05 00 1514120060 05 03/01/05 0.0000 1514120060 O 02/01/35 0 9631454 956/956 F 357,000.00 ZZ 360 356,216.69 1 5.5000 2027.01 48 5.2500 2027.01 BONITA AREA CA 91902 5 12/22/04 00 1514120071 05 02/01/05 0.0000 1514120071 O 01/01/35 0 9631456 956/956 F 525,000.00 ZZ 360 523,874.85 1 5.6250 3022.20 70 5.3750 3022.20 LEWISVILLE TX 75056 2 12/29/04 00 1614120029 03 02/01/05 0.0000 1614120029 O 01/01/35 0 9631458 956/956 F 475,000.00 ZZ 360 473,957.78 1 5.5000 2697.00 78 5.2500 2697.00 SNOHOMISH WA 98290 2 12/23/04 00 1714120053 05 02/01/05 0.0000 1714120053 O 01/01/35 0 9631460 956/956 F 497,500.00 ZZ 360 496,955.46 1 5.5000 2824.75 73 5.2500 2824.75 SEATTLE WA 98177 2 01/06/05 00 1714120093 05 03/01/05 0.0000 1714120093 O 02/01/35 0 9631462 956/956 F 650,000.00 ZZ 360 649,321.36 1 5.7500 3793.22 74 5.5000 3793.22 PORTLAND OR 97239 2 01/12/05 00 1714120100 05 03/01/05 0.0000 1714120100 O 02/01/35 0 9631464 956/956 F 361,000.00 ZZ 360 360,157.40 1 5.5000 2049.72 76 5.2500 2049.72 BENTONVILLE AR 72712 2 12/30/04 00 1814100358 05 02/01/05 0.0000 1814100358 O 01/01/35 0 9631466 956/956 F 420,000.00 ZZ 360 419,099.88 1 5.6250 2417.76 44 5.3750 2417.76 SAN CARLOS CA 94070 2 01/04/05 00 1814100440 05 02/01/05 0.0000 1814100440 O 01/01/35 0 9631468 956/956 F 499,500.00 ZZ 360 498,454.48 1 5.7500 2914.95 80 5.5000 2914.95 CUPERTINO CA 95014 2 12/22/04 00 1814110032 09 02/01/05 0.0000 1814110032 O 01/01/35 0 9631470 956/956 F 380,000.00 ZZ 360 379,204.60 1 5.7500 2217.58 48 5.5000 2217.58 OCCIDENTAL CA 95465 5 12/30/04 00 1814110188 05 02/01/05 0.0000 1814110188 O 01/01/35 0 9631472 956/956 F 375,000.00 ZZ 360 374,599.10 1 5.6250 2158.71 50 5.3750 2158.71 ELK GROVE CA 95624 5 01/08/05 00 1814120070 05 03/01/05 0.0000 1814120070 O 02/01/35 0 9631474 956/956 F 465,000.00 ZZ 360 464,026.71 1 5.7500 2713.61 73 5.5000 2713.61 CHICAGO IL 60614 2 12/30/04 00 2314120039 01 02/01/05 0.0000 2314120039 O 01/01/35 0 9631476 956/956 F 360,000.00 ZZ 360 359,615.14 1 5.6250 2072.36 80 5.3750 2072.36 NAPERVILLE IL 60565 2 01/07/05 00 2314120046 05 03/01/05 0.0000 2314120046 O 02/01/35 0 9631478 956/956 F 650,000.00 ZZ 360 649,321.36 1 5.7500 3793.22 80 5.5000 3793.22 DENVER CO 80238 1 01/04/05 00 2414110068 03 03/01/05 0.0000 2414110068 O 02/01/35 0 9631480 956/956 F 450,000.00 ZZ 360 449,530.17 1 5.7500 2626.08 72 5.5000 2626.08 SHREWSBURY MA 01545 1 01/03/05 00 2814100101 05 03/01/05 0.0000 2814100101 O 02/01/35 0 9631482 956/956 F 470,000.00 ZZ 360 469,509.29 1 5.7500 2742.79 78 5.5000 2742.79 NORTH ANDOVER MA 01845 2 01/14/05 00 2814110081 05 03/01/05 0.0000 2814110081 O 02/01/35 0 9631484 956/956 F 465,000.00 ZZ 360 464,003.45 1 5.6250 2676.80 75 5.3750 2676.80 LEXINGTON MA 02420 2 12/23/04 00 2814120031 01 02/01/05 0.0000 2814120031 O 01/01/35 0 9631486 956/956 F 500,000.00 ZZ 360 499,465.47 1 5.6250 2878.28 63 5.3750 2878.28 SWAMPSCOTT MA 01907 5 01/11/05 00 2814120070 05 03/01/05 0.0000 2814120070 O 02/01/35 0 9631488 956/956 F 548,900.00 ZZ 360 548,299.20 1 5.5000 3116.59 75 5.2500 3116.59 WELLESLEY MA 02482 2 01/07/05 00 2814120089 05 03/01/05 0.0000 2814120089 O 02/01/35 0 9631490 956/956 F 600,000.00 ZZ 360 599,343.27 1 5.5000 3406.73 76 5.2500 3406.73 WRENTHAM MA 02093 2 01/12/05 00 2814120116 05 03/01/05 0.0000 2814120116 O 02/01/35 0 9631492 956/956 F 484,000.00 ZZ 360 483,482.57 1 5.6250 2786.18 78 5.3750 2786.18 HANOVER MA 02339 2 01/14/05 00 2814120119 05 03/01/05 0.0000 2814120119 O 02/01/35 0 9631494 956/956 F 500,000.00 ZZ 360 498,953.44 1 5.7500 2917.86 72 5.5000 2917.86 LOA ANGELES CA 91344 2 12/27/04 00 2914120010 05 02/01/05 0.0000 2914120010 O 01/01/35 0 9631496 956/956 F 377,000.00 ZZ 360 376,596.97 1 5.6250 2170.22 57 5.3750 2170.22 OJAI CA 93023 2 01/13/05 00 2914120014 03 03/01/05 0.0000 2914120014 O 02/01/35 0 9631498 956/956 F 450,000.00 ZZ 360 449,518.93 1 5.6250 2590.45 41 5.3750 2590.45 FOSTER CITY CA 94404 1 01/12/05 00 2914120051 05 03/01/05 0.0000 2914120051 O 02/01/35 0 9631500 956/956 F 524,000.00 ZZ 360 523,452.91 1 5.7500 3057.92 55 5.5000 3057.92 CAMARILLO CA 93010 5 01/12/05 00 2914120068 03 03/01/05 0.0000 2914120068 O 02/01/35 0 9631502 956/956 F 368,500.00 ZZ 360 368,115.26 1 5.7500 2150.47 58 5.5000 2150.47 CAMARILLO CA 93010 5 01/12/05 00 2915010002 05 03/01/05 0.0000 2915010002 O 02/01/35 0 9631504 956/956 F 840,000.00 ZZ 360 838,156.93 1 5.5000 4769.43 70 5.2500 4769.43 CINCINNATI OH 45208 2 12/15/04 00 3314110123 05 02/01/05 0.0000 3314110123 O 01/01/35 0 9631506 956/956 F 500,000.00 ZZ 360 498,928.43 1 5.6250 2878.28 74 5.3750 2878.28 HAMILTON OH 45011 5 12/30/04 00 3314120110 05 02/01/05 0.0000 3314120110 O 01/01/35 0 9631508 956/956 F 398,000.00 ZZ 360 397,584.46 1 5.7500 2322.62 79 5.5000 2322.62 OXFORD CT 06478 2 01/11/05 00 3414120037 05 03/01/05 0.0000 3414120037 O 02/01/35 0 9631510 956/956 F 485,000.00 ZZ 360 484,469.14 1 5.5000 2753.78 39 5.2500 2753.78 WEST BARNSTABLMA 02668 2 01/07/05 00 3414120084 05 03/01/05 0.0000 3414120084 O 02/01/35 0 9631512 956/956 F 540,000.00 ZZ 360 539,436.21 1 5.7500 3151.29 35 5.5000 3151.29 GREENWICH CT 06878 2 01/14/05 00 3414120108 05 03/01/05 0.0000 3414120108 O 02/01/35 0 9631514 956/956 F 490,400.00 ZZ 360 489,349.00 1 5.6250 2823.02 80 5.3750 2823.02 HAM LAKE MN 55304 2 12/29/04 00 3514120020 03 02/01/05 0.0000 3514120020 O 01/01/35 0 9631516 956/956 F 458,500.00 ZZ 360 458,021.30 1 5.7500 2675.68 52 5.5000 2675.68 SAINT PAUL MN 55102 2 01/05/05 00 3514120055 05 03/01/05 0.0000 3514120055 O 02/01/35 0 9631518 956/956 F 717,500.00 ZZ 360 716,750.88 1 5.7500 4187.14 80 5.5000 4187.14 MINNETONKA BEAMN 55391 2 01/13/05 00 3515010005 05 03/01/05 0.0000 3515010005 O 02/01/35 0 9631520 956/956 F 456,000.00 ZZ 360 455,512.51 1 5.6250 2624.99 80 5.3750 2624.99 DENVER CO 80209 1 01/12/05 00 3614120070 05 03/01/05 0.0000 3614120070 O 02/01/35 0 9631522 956/956 F 392,000.00 ZZ 360 391,159.90 1 5.6250 2256.57 80 5.3750 2256.57 LAS VEGAS NV 89117 1 12/16/04 00 3714120027 03 02/01/05 0.0000 3714120027 O 01/01/35 0 9631524 956/956 F 382,750.00 ZZ 360 382,350.38 1 5.7500 2233.63 80 5.5000 2233.63 LAS VEGAS NV 89139 1 01/18/05 00 3714120051 03 03/01/05 0.0000 3714120051 O 02/01/35 0 9631528 956/956 F 490,000.00 ZZ 360 489,488.41 1 5.7500 2859.51 80 5.5000 2859.51 CARSON CITY NV 89701 1 01/13/05 00 3714120066 05 03/01/05 0.0000 3714120066 O 02/01/35 0 9631530 956/956 F 550,000.00 ZZ 360 549,425.77 1 5.7500 3209.65 70 5.5000 3209.65 LAS VEGAS NV 89117 5 01/07/05 00 3715010010 05 03/01/05 0.0000 3715010010 O 02/01/35 0 9631532 956/956 F 375,000.00 ZZ 360 374,215.08 1 5.7500 2188.40 80 5.5000 2188.40 ROCKY RIVER OH 44116 2 12/28/04 00 3814120062 05 02/01/05 0.0000 3814120062 O 01/01/35 0 9631534 956/956 F 560,000.00 ZZ 360 559,387.05 1 5.5000 3179.62 80 5.2500 3179.62 CHAPEL HILL NC 27516 2 01/11/05 00 3914120087 03 03/01/05 0.0000 3914120087 O 02/01/35 0 9631536 956/956 F 505,000.00 ZZ 360 504,460.13 1 5.6250 2907.06 71 5.3750 2907.06 WAXHAW NC 28173 2 01/13/05 00 3914120095 03 03/01/05 0.0000 3914120095 O 02/01/35 0 9631538 956/956 F 560,000.00 ZZ 360 559,387.05 1 5.5000 3179.62 80 5.2500 3179.62 RALEIGH NC 27607 1 01/20/05 00 3915010005 05 03/01/05 0.0000 3915010005 O 02/01/35 0 9631540 956/956 F 400,000.00 ZZ 360 398,765.70 1 5.7500 2334.29 80 5.5000 2334.29 WESLEY CHAPEL FL 33543 2 12/29/04 00 4114120011 03 02/01/05 0.0000 4114120011 O 01/01/35 0 9631542 956/956 F 523,500.00 ZZ 360 522,351.37 1 5.5000 2972.38 75 5.2500 2972.38 FORT LAUDERDALFL 33308 2 12/31/04 00 4114120047 05 02/01/05 0.0000 4114120047 O 01/01/35 0 9631544 956/956 F 420,000.00 ZZ 360 419,309.44 1 5.6250 2417.76 60 5.3750 2417.76 KEY LARGO FL 33037 5 01/03/05 00 4214120007 05 03/01/05 0.0000 4214120007 O 02/01/35 0 9631546 956/956 F 508,000.00 ZZ 360 507,456.92 1 5.6250 2924.33 80 5.3750 2924.33 MIAMI FL 33158 1 01/14/05 00 4215010005 03 03/01/05 0.0000 4215010005 O 02/01/35 0 9631548 956/956 F 380,000.00 ZZ 360 379,593.76 1 5.6250 2187.49 58 5.3750 2187.49 POTOMAC MD 20854 2 01/13/05 00 4414110061 05 03/01/05 0.0000 4414110061 O 02/01/35 0 9631550 956/956 F 585,000.00 ZZ 360 583,318.26 1 5.5000 3321.57 78 5.2500 3321.57 KENSINGTON MD 20895 2 12/31/04 00 4414120056 05 02/01/05 0.0000 4414120056 O 01/01/35 0 9631552 956/956 F 391,500.00 ZZ 360 391,081.47 1 5.6250 2253.69 80 5.3750 2253.69 PERRY HALL MD 21128 2 01/07/05 00 4415010001 03 03/01/05 0.0000 4415010001 O 02/01/35 0 9631554 956/956 F 496,000.00 ZZ 360 494,911.72 1 5.5000 2816.23 52 5.2500 2816.23 SARATOGA CA 95070 2 12/27/04 00 4514110004 05 02/01/05 0.0000 4514110004 O 01/01/35 0 9631556 956/956 F 425,000.00 ZZ 360 424,083.12 1 5.6250 2446.54 56 5.3750 2446.54 LINCOLN CA 95648 2 12/23/04 00 4514120052 05 02/01/05 0.0000 4514120052 O 01/01/35 0 9631558 956/956 F 405,000.00 ZZ 360 404,567.03 1 5.6250 2331.41 75 5.3750 2331.41 FOLSOM CA 95630 1 01/07/05 00 4514120065 03 03/01/05 0.0000 4514120065 O 02/01/35 0 9631560 956/956 F 473,000.00 ZZ 360 472,009.95 1 5.7500 2760.30 74 5.5000 2760.30 FAIRBURN GA 30213 2 12/27/04 00 4614120057 05 02/01/05 0.0000 4614120057 O 01/01/35 0 9631562 956/956 F 449,000.00 ZZ 360 448,531.22 1 5.7500 2620.24 78 5.5000 2620.24 ATLANTA GA 30306 2 01/11/05 00 4614120085 05 03/01/05 0.0000 4614120085 O 02/01/35 0 9631566 956/956 F 530,000.00 ZZ 360 529,433.40 1 5.6250 3050.98 80 5.3750 3050.98 SLEEPY HOLLOW IL 60118 1 01/20/05 00 4714120064 05 03/01/05 0.0000 4714120064 O 02/01/35 0 9631568 956/956 F 500,000.00 ZZ 360 499,477.97 1 5.7500 2917.86 70 5.5000 2917.86 GENEVA IL 60134 5 01/06/05 00 4714120070 05 03/01/05 0.0000 4714120070 O 02/01/35 0 9631570 956/956 F 727,000.00 ZZ 360 726,240.97 1 5.7500 4242.57 68 5.5000 4242.57 OAK BROOK IL 60523 2 01/13/05 00 4714120075 03 03/01/05 0.0000 4714120075 O 02/01/35 0 9631572 956/956 F 420,500.00 ZZ 360 420,039.74 1 5.5000 2387.55 76 5.2500 2387.55 HOFFMAN ESTATEIL 60192 2 01/07/05 00 4714120077 05 03/01/05 0.0000 4714120077 O 02/01/35 0 9631574 956/956 F 510,000.00 ZZ 360 509,454.78 1 5.6250 2935.85 70 5.3750 2935.85 EVANSTON IL 60201 5 01/07/05 00 4714120084 05 03/01/05 0.0000 4714120084 O 02/01/35 0 9631576 956/956 F 570,000.00 ZZ 360 569,376.10 1 5.5000 3236.40 48 5.2500 3236.40 WINNETKA IL 60093 2 01/10/05 00 4714120085 05 03/01/05 0.0000 4714120085 O 02/01/35 0 9631578 956/956 F 538,850.00 ZZ 360 538,260.20 1 5.5000 3059.53 75 5.2500 3059.53 WILMETTE IL 60091 1 01/14/05 00 4715010004 05 03/01/05 0.0000 4715010004 O 02/01/35 0 9631580 956/956 F 508,000.00 ZZ 360 507,469.62 1 5.7500 2964.55 80 5.5000 2964.55 GREENWOOD IN 46143 2 01/03/05 00 4914120013 03 03/01/05 0.0000 4914120013 O 02/01/35 0 9631582 956/956 F 383,000.00 ZZ 360 382,580.79 1 5.5000 2174.63 80 5.2500 2174.63 ROSEBURG OR 97470 2 01/03/05 00 5414120024 05 03/01/05 0.0000 5414120024 O 02/01/35 0 9631584 956/956 F 440,000.00 ZZ 360 439,518.40 1 5.5000 2498.27 57 5.2500 2498.27 RIVERSIDE CT 06878 1 01/03/05 00 5414120035 05 03/01/05 0.0000 5414120035 O 02/01/35 0 9631586 956/956 F 500,000.00 ZZ 360 499,452.72 1 5.5000 2838.95 77 5.2500 2838.95 DAVIE FL 33326 1 01/07/05 00 5414120063 03 03/01/05 0.0000 5414120063 O 02/01/35 0 9631590 956/956 F 450,000.00 ZZ 360 449,035.60 1 5.6250 2590.45 68 5.3750 2590.45 TRACYS LANDINGMD 20779 5 12/30/04 00 5414120068 05 02/01/05 0.0000 5414120068 O 01/01/35 0 9631592 956/956 F 447,200.00 ZZ 360 446,710.52 1 5.5000 2539.15 80 5.2500 2539.15 LITTLETON CO 80125 1 01/20/05 00 5414120079 03 03/01/05 0.0000 5414120079 O 02/01/35 0 9631594 956/956 F 478,000.00 ZZ 360 476,951.21 1 5.5000 2714.03 37 5.2500 2714.03 LEWISVILLE NC 27023 2 12/30/04 00 5414120080 03 02/01/05 0.0000 5414120080 O 01/01/35 0 9631596 956/956 F 480,000.00 T 360 478,971.29 1 5.6250 2763.15 80 5.3750 2763.15 GRAND LAKE CO 80447 1 12/29/04 00 5414120088 05 02/01/05 0.0000 5414120088 O 01/01/35 0 9631598 956/956 F 408,000.00 ZZ 360 407,563.82 1 5.6250 2348.68 80 5.3750 2348.68 DANBURY CT 06811 1 01/03/05 00 5414120093 05 03/01/05 0.0000 5414120093 O 02/01/35 0 9631600 956/956 F 416,100.00 ZZ 360 415,633.74 1 5.3750 2330.04 78 5.1250 2330.04 CHARLOTTE HALLMD 20622 2 01/07/05 00 5414120101 05 03/01/05 0.0000 5414120101 O 02/01/35 0 9631602 956/956 F 436,000.00 ZZ 360 435,522.77 1 5.5000 2475.56 75 5.2500 2475.56 ROCHESTER MA 02770 2 01/14/05 00 5415010024 05 03/01/05 0.0000 5415010024 O 02/01/35 0 9631604 956/956 F 442,500.00 ZZ 360 442,015.65 1 5.5000 2512.47 71 5.2500 2512.47 CHICAGO IL 60614 2 01/12/05 00 5415010026 01 03/01/05 0.0000 5415010026 O 02/01/35 0 9631606 956/956 F 412,950.00 ZZ 360 412,064.99 1 5.6250 2377.17 80 5.3750 2377.17 SNOQUALMIE WA 98065 1 12/29/04 00 5514120040 03 02/01/05 0.0000 5514120040 O 01/01/35 0 9631608 956/956 F 475,000.00 ZZ 360 474,005.77 1 5.7500 2771.97 66 5.5000 2771.97 PETALUMA CA 94952 1 12/28/04 00 6214110002 05 02/01/05 0.0000 6214110002 O 01/01/35 0 9631610 956/956 F 458,500.00 ZZ 360 457,448.95 1 5.5000 2603.31 71 5.2500 2603.31 MANASSAS VA 20112 2 12/30/04 00 6514120009 03 02/01/05 0.0000 6514120009 O 01/01/35 0 9631612 956/956 F 400,000.00 ZZ 360 399,142.74 1 5.6250 2302.63 80 5.3750 2302.63 LOS ANGELES CA 90732 5 12/27/04 00 6514120011 01 02/01/05 0.0000 6514120011 O 01/01/35 0 9631614 956/956 F 544,000.00 ZZ 360 543,432.03 1 5.7500 3174.64 80 5.5000 3174.64 REDWOOD CITY CA 94063 1 01/07/05 00 7414120005 05 03/01/05 0.0000 7414120005 O 02/01/35 0 9631616 956/956 F 470,400.00 ZZ 360 469,367.88 1 5.5000 2670.88 80 5.2500 2670.88 SAN JOSE CA 95132 1 12/21/04 00 7714110024 05 02/01/05 0.0000 7714110024 O 01/01/35 0 9636306 696/G01 F 556,500.00 ZZ 360 556,500.00 1 5.7500 2666.56 70 5.5000 2666.56 CHEVY CHASE MD 20815 1 01/28/05 00 0438894222 05 03/01/05 0.0000 31105001 O 02/01/35 0 9636978 696/G01 F 430,800.00 ZZ 360 430,800.00 1 5.8750 2109.13 80 5.6250 2109.13 WASHINGTON DC 20011 1 01/28/05 00 0438895690 05 03/01/05 0.0000 31205004 O 02/01/35 0 9638400 696/G01 F 459,000.00 ZZ 360 459,000.00 1 5.7500 2199.38 77 5.5000 2199.38 ARLINGTON VA 22201 2 01/27/05 00 0438897332 01 03/01/05 0.0000 22805005 O 02/01/35 0 9639014 E23/G01 F 570,000.00 ZZ 360 569,432.56 1 6.0000 3417.44 62 5.7500 3417.44 CHINO HILLS CA 91709 5 01/21/05 00 0438908212 05 03/01/05 0.0000 91003041 O 02/01/35 0 9639182 R68/G01 F 476,000.00 T 360 476,000.00 1 6.0000 2380.00 80 5.7500 2380.00 PALM CITY FL 34990 1 02/09/05 00 0438973521 03 04/01/05 0.0000 20050524 O 03/01/35 0 9639326 696/G01 F 503,000.00 ZZ 360 503,000.00 1 5.7500 2410.21 66 5.5000 2410.21 CLIFTON VA 20124 1 01/20/05 00 0438909590 03 03/01/05 0.0000 25605005 O 02/01/35 0 9639607 E82/G01 F 193,000.00 ZZ 360 192,161.12 1 6.1250 1172.69 78 5.8750 1172.69 TAYLOR MILL KY 41015 2 10/21/04 00 0401031224 05 12/01/04 0.0000 0401031224 O 11/01/34 0 9642594 696/G01 F 650,000.00 ZZ 360 650,000.00 1 5.7500 3793.22 79 5.5000 3793.22 WASHINGTON DC 20015 1 02/07/05 00 0438928772 05 04/01/05 0.0000 26504076 O 03/01/35 0 9645412 696/G01 F 533,600.00 ZZ 360 533,600.00 1 5.8750 2612.42 80 5.6250 2612.42 WASHINGTON DC 20001 1 02/02/05 00 0438917833 01 03/01/05 0.0000 31805008 O 02/01/35 0 9646914 696/G01 F 690,400.00 ZZ 360 690,400.00 1 5.8750 4083.98 80 5.6250 4083.98 WASHINGTON DC 20015 1 02/04/05 00 0438925273 05 04/01/05 0.0000 31204416 O 03/01/35 0 9646924 696/G01 F 540,000.00 ZZ 360 539,449.45 1 5.8750 3194.30 80 5.6250 3194.30 ARLINGTON VA 22205 2 02/04/05 00 0438928384 05 03/01/05 0.0000 10005009 O 02/01/35 0 9649644 696/G01 F 450,200.00 ZZ 360 450,200.00 1 5.6250 2110.31 80 5.3750 2110.31 WASHINGTON DC 20009 1 02/04/05 00 0438931867 01 03/01/05 0.0000 31205025 O 02/01/35 0 9650204 E23/G01 F 557,550.00 ZZ 360 556,981.55 1 5.8750 3298.12 74 5.6250 3298.12 SEAL BEACH CA 90740 1 01/28/05 00 0438940454 05 03/01/05 0.0000 91003899 O 02/01/35 0 9651112 696/G01 F 812,000.00 ZZ 360 812,000.00 1 5.8750 3975.42 80 5.6250 3975.42 ARLINGTON VA 22207 2 02/09/05 00 0438934218 05 04/01/05 0.0000 10005007 O 03/01/35 0 9651116 696/G01 F 500,000.00 ZZ 360 500,000.00 1 5.8750 2447.92 80 5.6250 2447.92 WASHINGTON DC 20009 1 01/28/05 00 0438934259 09 03/01/05 0.0000 25604334 O 02/01/35 0 9651640 696/G01 F 478,400.00 ZZ 360 478,400.00 1 5.7500 2292.33 80 5.5000 2292.33 ALEXANDRIA VA 22304 1 02/11/05 00 0438938128 07 04/01/05 0.0000 31205006 O 03/01/35 0 9651674 B44/G01 F 400,000.00 ZZ 360 399,582.38 1 5.7500 2334.29 57 5.5000 2334.29 ELK GROVE CA 95758 1 01/13/05 00 0438972796 03 03/01/05 0.0000 2043412 O 02/01/35 0 9653959 E82/G01 F 254,500.00 ZZ 360 253,754.13 1 6.1250 1546.37 66 5.8750 1546.37 BABYLON NY 11704 2 10/29/04 00 0401023718 05 01/01/05 0.0000 0401023718 O 12/01/34 0 9657112 696/G01 F 457,700.00 ZZ 360 457,700.00 1 5.7500 2671.01 68 5.5000 2671.01 ROCKVILLE MD 20852 1 02/15/05 00 0438968299 05 04/01/05 0.0000 32704211 O 03/01/35 0 9658056 696/G01 F 528,000.00 ZZ 360 528,000.00 1 5.8750 2585.00 80 5.6250 2585.00 WASHINGTON DC 20005 1 02/17/05 00 0438971442 08 04/01/05 0.0000 24604339 O 03/01/35 0 9658058 696/G01 F 596,000.00 ZZ 360 596,000.00 1 5.7500 2855.83 80 5.5000 2855.83 BETHESDA MD 20816 1 02/18/05 00 0438974958 05 04/01/05 0.0000 31805014 O 03/01/35 0 9659334 696/G01 F 520,000.00 ZZ 360 520,000.00 1 5.7500 2491.67 80 5.5000 2491.67 ARLINGTON VA 22201 1 02/18/05 00 0438974859 05 04/01/05 0.0000 26505006 O 03/01/35 0 9659344 696/G01 F 650,000.00 ZZ 360 650,000.00 1 5.8750 3845.00 65 5.6250 3845.00 REISTERSTOWN MD 21136 1 02/18/05 00 0438974891 03 04/01/05 0.0000 30505003 O 03/01/35 0 9659533 E84/G01 F 462,400.00 ZZ 360 462,400.00 1 5.6250 2167.50 80 5.3750 2167.50 CAVE CREEK AZ 85331 1 10/28/04 00 0438655714 05 12/01/04 0.0000 69946106 O 11/01/34 0 9659549 E84/G01 F 626,000.00 ZZ 360 623,480.35 1 5.8750 3064.79 45 5.6250 3052.46 ORINDA CA 94563 5 10/06/04 00 0438649196 03 12/01/04 0.0000 75016363 O 11/01/34 0 9659575 E84/G01 F 504,000.00 ZZ 360 504,000.00 1 6.0000 2520.00 80 5.7500 2520.00 BRISBANE CA 94005 1 10/18/04 00 0438646879 01 12/01/04 0.0000 75016489 O 11/01/34 0 9659577 E84/G01 F 650,000.00 ZZ 360 650,000.00 1 6.0000 3250.00 78 5.7500 3250.00 SPARTA NJ 07871 1 10/28/04 00 0438649691 05 12/01/04 0.0000 93010423 O 11/01/34 0 9659655 E84/G01 F 675,000.00 ZZ 360 675,000.00 1 5.8750 3304.69 72 5.6250 3304.69 MAHOPAC NY 10541 1 11/01/04 00 0438656308 05 12/01/04 0.0000 22310207493 O 11/01/34 0 9660036 696/G01 F 559,000.00 ZZ 360 559,000.00 1 6.0000 3351.49 80 5.7500 3351.49 OAKTON VA 22124 1 02/18/05 00 0438977837 03 04/01/05 0.0000 26505008 O 03/01/35 0 9660050 696/G01 F 546,000.00 ZZ 360 546,000.00 1 5.7500 2616.25 69 5.5000 2616.25 SOUTH RIDING VA 20152 2 02/17/05 00 0438975187 03 04/01/05 0.0000 23305016 O 03/01/35 0 9660648 696/G01 F 492,000.00 ZZ 360 492,000.00 1 5.7500 2357.50 80 5.5000 2357.50 ALDIE VA 20105 1 02/18/05 00 0438983397 03 04/01/05 0.0000 23305030 O 03/01/35 0 9660650 696/G01 F 643,600.00 ZZ 360 643,600.00 1 5.6250 3016.88 80 5.3750 3016.88 WASHINGTON DC 20003 1 02/23/05 00 0438983702 07 04/01/05 0.0000 31205016 O 03/01/35 0 9661154 696/G01 F 685,000.00 ZZ 360 685,000.00 1 5.7500 3282.29 70 5.5000 3282.29 CABIN JOHN MD 20818 2 02/22/05 00 0438984791 05 04/01/05 0.0000 24605007 O 03/01/35 0 9661952 696/G01 F 500,000.00 ZZ 360 500,000.00 1 5.6250 2878.28 60 5.3750 2878.28 KENSINGTON MD 20895 2 02/22/05 00 0438990624 05 04/01/05 0.0000 31105009 O 03/01/35 0 9666162 696/G01 F 640,000.00 ZZ 360 640,000.00 1 5.7500 3066.67 77 5.5000 3066.67 BRANDYWINE MD 20613 5 02/22/05 00 0438989352 05 04/01/05 0.0000 20205013 O 03/01/35 0 9666172 696/G01 F 460,000.00 ZZ 360 460,000.00 1 5.5000 2611.83 44 5.2500 2611.83 LEESBURG VA 20176 1 02/28/05 00 0438990517 03 04/01/05 0.0000 40105003 O 03/01/35 0 9666185 E22/G01 F 168,000.00 ZZ 360 167,530.71 1 6.3750 1048.10 80 6.1250 1048.10 PASADENA MD 21122 2 11/05/04 00 0422173237 09 01/01/05 0.0000 0422173237 O 12/01/34 0 9668663 Y69/G01 F 650,000.00 ZZ 360 647,329.64 1 5.8750 3845.00 58 5.6250 3845.00 BERKELEY CA 94707 1 10/08/04 00 0438612129 05 12/01/04 0.0000 10400187202 O 11/01/34 0 9668967 U42/G01 F 540,200.00 ZZ 360 540,200.00 1 5.8750 2644.73 80 5.6250 2644.73 DALLAS TX 75225 2 11/04/04 00 0438622417 05 01/01/05 0.0000 12404302 O 12/01/34 0 9669862 696/G01 F 500,000.00 ZZ 360 500,000.00 1 5.8750 2957.69 56 5.6250 2957.69 GREAT FALLS VA 22066 1 02/28/05 00 0438995268 03 04/01/05 0.0000 40105011 O 03/01/35 0 9671039 H58/G01 F 463,000.00 ZZ 360 463,000.00 1 5.8750 2266.77 65 5.6250 2266.77 DUBLIN CA 94568 2 09/28/04 00 0438628273 05 11/01/04 0.0000 0000251839 O 10/01/34 0 9671065 H58/G01 F 400,000.00 ZZ 360 400,000.00 1 6.0000 2000.00 51 5.7500 2000.00 NOVATO CA 94947 5 10/07/04 00 0438634289 05 12/01/04 0.0000 0000255377 O 11/01/34 0 9672783 H58/G01 F 412,500.00 ZZ 360 412,500.00 1 5.8750 2019.53 70 5.6250 2019.53 VACAVILLE CA 95688 5 10/21/04 00 0438627937 05 12/01/04 0.0000 258347 O 11/01/34 0 9672929 H58/G01 F 423,699.00 ZZ 360 423,699.00 1 5.8750 2074.36 80 5.6250 2074.36 PORTLAND OR 97229 1 10/07/04 00 0438632663 03 12/01/04 0.0000 0000253608 O 11/01/34 0 9686729 E82/G01 F 256,000.00 ZZ 360 255,231.63 1 6.0000 1534.85 85 5.7500 1534.85 DRACUT MA 01826 2 11/17/04 04 0401034558 05 01/01/05 12.0000 0401034558 O 12/01/34 0 9693339 E82/G01 F 202,600.00 ZZ 360 202,034.06 1 6.3750 1263.96 60 6.1250 1263.96 BAYPOINT CA 94565 2 11/15/04 00 0401025853 09 01/01/05 0.0000 0401025853 O 12/01/34 0 9693743 E82/G01 F 192,500.00 ZZ 360 191,949.20 1 6.2500 1185.25 88 6.0000 1185.25 WEST DUNDEE IL 60118 2 11/12/04 04 0401043732 05 01/01/05 25.0000 0401043732 O 12/01/34 0 9694135 E82/G01 F 181,200.00 ZZ 360 180,643.04 1 5.8750 1071.87 39 5.6250 1071.87 FLAGSTAFF AZ 86004 2 11/23/04 00 0401043526 05 01/01/05 0.0000 0401043526 O 12/01/34 0 9694917 E22/G01 F 151,200.00 ZZ 360 151,200.00 1 5.6250 708.75 60 5.3750 708.75 ROUND ROCK TX 78664 1 11/23/04 00 0422610584 03 01/01/05 0.0000 0422610584 O 12/01/34 0 9695035 E22/G01 F 400,000.00 ZZ 360 399,873.87 1 5.7500 1916.67 80 5.5000 1916.26 TIGARD OR 97223 5 11/12/04 00 0422265017 05 01/01/05 0.0000 0422265017 O 12/01/34 0 9696867 E22/G01 F 188,500.00 ZZ 360 188,216.94 1 5.7500 903.23 79 5.5000 902.55 DUBLIN OH 43016 2 11/22/04 00 0422638296 05 01/01/05 0.0000 0422638296 O 12/01/34 0 9697567 E82/G01 F 251,000.00 ZZ 360 250,281.79 1 6.2500 1545.45 34 6.0000 1545.45 HUNTINGTON NY 11743 2 11/22/04 00 0401037395 05 01/01/05 0.0000 0401037395 O 12/01/34 0 9701225 E22/G01 F 280,000.00 ZZ 360 279,928.54 1 6.1250 1429.17 80 5.8750 1429.17 EATONTOWN NJ 07724 2 11/23/04 00 0422597989 05 01/01/05 0.0000 0422597989 O 12/01/34 0 9703105 H81/G01 F 399,200.00 ZZ 360 399,016.15 1 5.8750 1954.42 80 5.6250 1954.42 FALLBROOK CA 92028 1 11/12/04 00 0438758732 05 01/01/05 0.0000 47040170 O 12/01/34 0 9703369 696/G01 F 490,250.00 ZZ 360 489,450.00 1 5.5000 2246.98 68 5.2500 2246.98 ALEXANDRIA VA 22301 2 11/10/04 00 0438666422 05 01/01/05 0.0000 10104103 O 12/01/34 0 9703527 E22/G01 F 376,800.00 ZZ 360 376,794.75 1 5.8750 1844.75 44 5.6250 1844.72 SIMI VALLEY CA 93063 2 11/18/04 00 0422618488 03 01/01/05 0.0000 0422618488 O 12/01/34 0 9704141 E22/G01 F 400,000.00 T 360 400,000.00 1 5.8750 1958.33 80 5.6250 1958.33 FAIRPLAY CO 80440 1 11/30/04 00 0422558908 05 01/01/05 0.0000 0422558908 O 12/01/34 0 9709979 E22/G01 F 190,000.00 ZZ 360 189,710.42 1 5.7500 910.42 32 5.5000 910.42 SAN RAMON CA 94583 2 11/30/04 00 0422659961 05 02/01/05 0.0000 0422659961 O 01/01/35 0 9713049 E22/G01 F 631,300.00 ZZ 360 630,625.00 1 5.6250 2959.22 80 5.3750 2959.22 REDMOND WA 98052 1 12/02/04 00 0422656207 03 02/01/05 0.0000 0422656207 O 01/01/35 0 9716803 696/G01 F 400,000.00 ZZ 360 398,824.62 1 5.6250 1875.00 31 5.3750 1873.95 BETHESDA MD 20817 4 12/03/04 00 0438697856 05 01/01/05 0.0000 10104090 O 12/01/34 0 9718091 H81/U57 F 528,000.00 ZZ 360 526,338.28 1 5.7500 3081.26 61 5.5000 3081.26 TORRANCE CA 90505 5 11/23/04 00 0438814030 05 01/01/05 0.0000 44040377 O 12/01/34 0 9718693 E22/G01 F 272,000.00 ZZ 360 271,933.42 1 5.8750 1331.67 80 5.6250 1331.67 SANTA FE NM 87505 1 12/10/04 00 0422604066 05 02/01/05 0.0000 0422604066 O 01/01/35 0 9720161 H58/G01 F 484,300.00 ZZ 360 483,269.40 1 6.1250 2471.95 65 5.8750 2469.40 SUNNYVALE CA 94087 2 10/26/04 00 0438738254 05 12/01/04 0.0000 0000258879 O 11/01/34 0 9720209 H58/G01 F 420,000.00 ZZ 360 418,709.07 1 5.8750 2484.46 57 5.6250 2484.46 LAS VEGAS NV 89135 5 11/04/04 00 0438742108 03 01/01/05 0.0000 0000258571 O 12/01/34 0 9720397 E22/G01 F 343,500.00 ZZ 360 343,500.00 1 5.8750 1681.72 75 5.6250 1681.72 SILVER SPRING MD 20904 2 12/07/04 00 0422607986 05 02/01/05 0.0000 0422607986 O 01/01/35 0 9720497 E22/G01 F 454,930.00 ZZ 360 454,930.00 1 5.8750 2227.26 70 5.6250 2227.26 PALO ALTO CA 94306 1 12/02/04 00 0422678144 01 02/01/05 0.0000 0422678144 O 01/01/35 0 9721325 H58/G01 F 359,000.00 ZZ 360 359,000.00 1 5.8750 1757.60 80 5.6250 1757.60 CLOVIS CA 93619 1 11/15/04 00 0438749061 05 01/01/05 0.0000 261402 O 12/01/34 0 9722093 H58/G01 F 650,000.00 ZZ 360 650,000.00 1 6.1250 3317.71 57 5.8750 3317.71 NEWPORT BEACH CA 92660 5 11/11/04 00 0438741795 09 01/01/05 0.0000 256869 O 12/01/34 0 9722239 E22/G01 F 475,000.00 ZZ 360 475,000.00 1 5.6250 2226.56 62 5.3750 2226.56 SEATTLE WA 98115 1 12/08/04 00 0422659409 05 02/01/05 0.0000 0422659409 O 01/01/35 0 9722247 E22/G01 F 504,000.00 ZZ 360 502,969.78 1 5.8750 2981.35 80 5.6250 2981.35 WOODSBORO MD 21798 2 12/08/04 00 0422666784 03 02/01/05 0.0000 0422666784 O 01/01/35 0 9722335 E22/G01 F 205,000.00 ZZ 360 205,000.00 1 6.0000 1025.00 60 5.7500 1025.00 ARLINGTON VA 22204 5 12/09/04 00 0422650952 05 02/01/05 0.0000 0422650952 O 01/01/35 0 9722595 E22/G01 F 67,000.00 ZZ 360 66,872.53 1 6.2500 412.53 70 6.0000 412.53 MOUNT STERLINGKY 40353 2 12/09/04 00 0422430728 05 02/01/05 0.0000 0422430728 O 01/01/35 0 9724421 E33/G01 F 500,000.00 ZZ 360 500,000.00 1 5.6250 2343.75 52 5.3750 2343.75 LAKE FOREST IL 60045 5 12/10/04 00 0438786816 05 02/01/05 0.0000 85280 O 01/01/35 0 9724519 E82/G01 F 262,200.00 ZZ 360 261,701.13 1 6.2500 1614.41 75 6.0000 1614.41 PLYMOUTH MN 55447 2 12/13/04 00 0401036348 05 02/01/05 0.0000 0401036348 O 01/01/35 0 9725947 E33/G01 F 983,000.00 ZZ 360 983,000.00 1 5.7500 4710.21 44 5.5000 4710.21 SANTA BARBARA CA 93103 2 12/13/04 00 0438782567 05 02/01/05 0.0000 85279 O 01/01/35 0 9725985 893/G01 F 395,500.00 ZZ 360 395,500.00 1 5.7500 1895.10 27 5.5000 1895.10 LOS ALTOS CA 94024 2 12/07/04 00 0438756231 05 02/01/05 0.0000 H4112404 O 01/01/35 0 9726439 313/G01 F 622,000.00 ZZ 360 620,000.00 1 5.8750 3045.21 65 5.6250 3040.31 PHOENIX AZ 85048 2 12/01/04 00 0438783243 03 02/01/05 0.0000 0010414514 O 01/01/35 0 9728473 S43/G01 F 420,000.00 ZZ 360 419,486.41 1 5.8750 2056.25 80 5.6250 2056.25 RIO RANCHO NM 87124 2 12/14/04 00 0438782732 05 02/01/05 0.0000 0938483000 O 01/01/35 0 9728515 E22/G01 F 200,000.00 ZZ 360 199,947.93 1 5.6250 937.50 80 5.3750 937.47 LEBANON OR 97355 1 12/13/04 00 0422705400 05 02/01/05 0.0000 0422705400 O 01/01/35 0 9728939 E22/G01 F 543,200.00 ZZ 360 543,200.00 1 5.8750 2659.42 80 5.6250 2659.42 FORT MYERS FL 33908 1 12/17/04 00 0422672063 03 02/01/05 0.0000 0422672063 O 01/01/35 0 9729281 462/U57 F 792,000.00 ZZ 360 789,507.40 1 5.7500 4621.90 80 5.5000 4621.90 SANTA CLARA CA 95054 1 11/24/04 00 0438779969 03 01/01/05 0.0000 6804884 O 12/01/34 0 9731673 E22/G01 F 205,000.00 ZZ 360 205,000.00 1 5.8750 1003.65 80 5.6250 1003.65 GIG HARBOR WA 98329 2 12/10/04 00 0422800136 05 02/01/05 0.0000 0422800136 O 01/01/35 0 9732449 E82/G01 F 241,000.00 ZZ 360 240,530.33 1 6.1250 1464.34 84 5.8750 1464.34 KENT WA 98030 2 12/17/04 04 0401050398 05 02/01/05 12.0000 0401050398 O 01/01/35 0 9732491 F01/G01 F 380,000.00 ZZ 360 380,000.00 1 5.8750 1860.42 54 5.6250 1860.42 SANTA ANA CA 92705 5 12/06/04 00 0438804817 05 02/01/05 0.0000 12041829 O 01/01/35 0 9732981 E84/G01 F 1,000,000.00 T 360 998,004.00 1 6.0000 5995.51 75 5.7500 5995.51 HENDERSON NV 89011 1 12/03/04 00 0438791626 03 02/01/05 0.0000 75017022 O 01/01/35 0 9733661 E22/G01 F 543,200.00 T 360 543,200.00 1 5.6250 2546.25 80 5.3750 2546.25 BRECKENRIDGE CO 80424 1 12/16/04 00 0422802710 09 02/01/05 0.0000 0422802710 O 01/01/35 0 9733681 E22/G01 F 190,000.00 TX 240 188,997.25 1 6.0000 1361.22 70 5.7500 1361.22 SAN ANTONIO TX 78209 5 12/15/04 00 0422813626 05 02/01/05 0.0000 0422813626 O 01/01/25 0 9735369 E82/G01 F 155,300.00 ZZ 360 154,997.35 1 6.1250 943.62 58 5.8750 943.62 MADERA CA 93637 2 12/16/04 00 0401050349 05 02/01/05 0.0000 0401050349 O 01/01/35 0 9735381 E82/G01 F 390,600.00 ZZ 360 389,782.42 1 5.7500 2279.44 80 5.5000 2279.44 MANSFIELD MA 02048 2 12/17/04 00 0401046677 05 02/01/05 0.0000 0401046677 O 01/01/35 0 9735415 944/G01 F 434,000.00 ZZ 360 432,728.07 1 6.1250 2637.03 23 5.8750 2637.03 SAN FRANCISCO CA 94108 2 11/17/04 00 0438790859 08 01/01/05 0.0000 W01788112 O 12/01/34 0 9735419 944/U57 F 492,000.00 ZZ 360 490,451.57 1 5.7500 2871.18 80 5.5000 2871.18 SAN JOSE CA 95133 1 11/24/04 00 0438791444 05 01/01/05 0.0000 W01790583 O 12/01/34 0 9736463 696/G01 F 407,000.00 ZZ 360 407,000.00 1 5.7500 1950.21 59 5.5000 1950.21 MCLEAN VA 22101 2 12/15/04 00 0438781619 05 02/01/05 0.0000 25004218 O 01/01/35 0 9738569 E22/G01 F 399,100.00 ZZ 360 398,096.43 1 6.2500 2078.65 80 6.0000 2078.65 MARIETTA GA 30066 2 12/17/04 00 0422740282 03 02/01/05 0.0000 0422740282 O 01/01/35 0 9741337 N67/U56 F 999,900.00 ZZ 360 996,898.81 1 6.0000 5994.91 69 5.7500 5994.91 LOS ANGELES CA 90049 2 11/17/04 00 0438815094 05 01/01/05 0.0000 3318001643 O 12/01/34 0 9741387 N67/G01 F 372,000.00 ZZ 360 371,500.00 1 6.0000 1860.00 80 5.7500 1857.50 SAN DIEGO CA 92119 1 11/24/04 00 0438823601 05 01/01/05 0.0000 3298001686 O 12/01/34 0 9742645 B39/G01 F 460,932.00 ZZ 360 460,932.00 1 6.2500 2400.69 80 6.0000 2400.69 WOODBURY MN 55129 1 12/28/04 00 0438788382 05 02/01/05 0.0000 04800824F O 01/01/35 0 9745751 E22/G01 F 196,900.00 ZZ 360 196,900.00 1 5.8750 963.99 88 5.6250 963.99 STRASBURG VA 22657 1 12/28/04 10 0422736199 05 02/01/05 25.0000 0422736199 O 01/01/35 0 9745767 E22/G01 F 717,500.00 T 360 717,500.00 1 6.0000 3587.50 70 5.7500 3587.50 SHARON CT 06069 1 12/28/04 00 0422760561 05 02/01/05 0.0000 0422760561 O 01/01/35 0 9747607 H81/G01 F 380,000.00 ZZ 360 380,000.00 1 5.7500 1820.83 74 5.5000 1820.83 SILVER SPRING MD 20906 2 12/17/04 00 0438801201 05 02/01/05 0.0000 43040423 O 01/01/35 0 9747775 E22/G01 F 283,000.00 ZZ 360 282,900.97 1 6.0000 1415.00 67 5.7500 1415.00 EL CAJON CA 92021 5 12/22/04 00 0422907113 05 02/01/05 0.0000 0422907113 O 01/01/35 0 9747777 E22/G01 F 199,000.00 ZZ 360 199,000.00 1 5.7500 953.54 42 5.5000 953.54 SAN DIEGO CA 92113 5 12/23/04 00 0422908053 05 02/01/05 0.0000 0422908053 O 01/01/35 0 9747929 E22/G01 F 370,000.00 ZZ 360 370,000.00 1 5.8750 1811.46 67 5.6250 1811.46 SNOHOMISH WA 98296 5 12/22/04 00 0422802603 05 02/01/05 0.0000 0422802603 O 01/01/35 0 9747945 E22/G01 F 420,000.00 ZZ 360 419,141.48 1 5.8750 2484.46 62 5.6250 2484.46 WESTON FL 33326 1 12/29/04 00 0422812438 03 02/01/05 0.0000 0422812438 O 01/01/35 0 9748185 E22/G01 F 280,000.00 ZZ 360 278,000.00 1 5.8750 1370.83 69 5.6250 1370.82 LAKE WORTH FL 33467 5 12/23/04 00 0422853010 03 02/01/05 0.0000 0422853010 O 01/01/35 0 9749139 Y65/U57 F 1,000,000.00 ZZ 360 997,906.87 1 5.7500 5835.73 69 5.5000 5835.73 ELKHORN WI 53121 2 12/14/04 00 0438802860 05 02/01/05 0.0000 40222116 O 01/01/35 0 9749143 Y65/U57 F 377,000.00 ZZ 360 376,210.89 1 5.7500 2200.07 69 5.5000 2200.07 PELHAM NH 03076 5 12/10/04 00 0438802712 05 02/01/05 0.0000 40222516 O 01/01/35 0 9749691 E22/G01 F 430,000.00 ZZ 360 430,000.00 1 5.8750 2105.21 67 5.6250 2105.21 WASHINGTON DC 20012 1 12/30/04 00 0422745893 05 02/01/05 0.0000 0422745893 O 01/01/35 0 9750665 E22/G01 F 431,250.00 ZZ 360 431,250.00 1 5.7500 2066.41 75 5.5000 2066.41 ALBUQUERQUE NM 87104 5 12/27/04 00 0422751073 05 02/01/05 0.0000 0422751073 O 01/01/35 0 9751457 E22/U57 F 373,800.00 ZZ 360 372,998.90 1 5.6250 2151.80 79 5.3750 2151.80 LIVINGSTON NJ 07039 2 12/28/04 00 0422440248 05 02/01/05 0.0000 0422440248 O 01/01/35 0 9751559 E22/G01 F 825,000.00 ZZ 360 825,000.00 1 6.0000 4125.00 57 5.7500 4125.00 SAN FRANCISCO CA 94132 2 12/22/04 00 0422790766 05 02/01/05 0.0000 0422790766 O 01/01/35 0 9757847 E82/G01 F 465,200.00 ZZ 240 464,178.15 1 5.8750 3299.39 47 5.6250 3299.39 POTOMAC MD 20854 2 12/29/04 00 0401048103 03 03/01/05 0.0000 0401048103 O 02/01/25 0 9758309 196/G01 F 440,000.00 TX 360 439,121.77 1 6.0000 2638.02 80 5.7500 2638.02 ARLINGTON TX 76012 5 12/17/04 00 0438842023 05 02/01/05 0.0000 2345071 O 01/01/35 0 9758327 U05/G01 F 400,000.00 ZZ 360 399,182.37 1 5.8750 2366.15 74 5.6250 2366.15 SAVAGE MN 55378 5 12/27/04 00 0438820284 05 02/01/05 0.0000 3000672708 O 01/01/35 0 9758537 E22/U57 F 394,000.00 ZZ 360 393,588.64 1 5.7500 2299.28 67 5.5000 2299.28 FALLS CHURCH VA 22042 1 01/06/05 00 0422829788 05 03/01/05 0.0000 0422829788 O 02/01/35 0 9758671 E82/G01 F 191,250.00 ZZ 360 191,064.11 1 6.1250 1162.06 75 5.8750 1162.06 ELIZABETH CO 80107 2 01/05/05 00 0401032909 05 03/01/05 0.0000 0401032909 O 02/01/35 0 9758675 E82/G01 F 405,400.00 ZZ 360 404,986.67 1 5.8750 2398.10 63 5.6250 2398.10 ROSELAND NJ 07068 5 01/04/05 00 0401051024 05 03/01/05 0.0000 0401051024 O 02/01/35 0 9758803 E84/G01 F 396,500.00 ZZ 360 395,727.28 1 6.1250 2409.18 80 5.8750 2409.18 CASTLE ROCK CO 80104 5 12/09/04 00 0438875064 03 02/01/05 0.0000 32829482 O 01/01/35 0 9758809 E84/G01 F 468,000.00 ZZ 360 467,065.87 1 6.0000 2805.90 80 5.7500 2805.90 DURHAM NC 27701 2 12/10/04 00 0438880445 05 02/01/05 0.0000 93010488 O 01/01/35 0 9758811 E84/G01 F 725,000.00 ZZ 360 725,000.00 1 5.8750 3549.48 38 5.6250 3549.48 OYSER BAY NY 11791 1 12/15/04 00 0438876401 05 02/01/05 0.0000 93011729 O 01/01/35 0 9758813 E84/G01 F 1,000,000.00 ZZ 360 1,000,000.00 1 5.8750 4895.83 80 5.6250 4895.83 ATLANTA GA 30327 1 12/15/04 00 0438879694 03 02/01/05 0.0000 93011993 O 01/01/35 0 9758819 E84/G01 F 592,000.00 ZZ 360 592,000.00 1 6.0000 2960.00 79 5.7500 2960.00 INCLINE VILLAGNV 89451 2 12/21/04 00 0438880288 05 02/01/05 0.0000 93508172 O 01/01/35 0 9758821 E84/G01 F 550,000.00 ZZ 360 550,000.00 1 5.8750 2692.71 56 5.6250 2692.71 COLORADO SPRINCO 80908 2 12/17/04 00 0438880122 03 02/01/05 0.0000 1101188220 O 01/01/35 0 9758863 253/253 F 288,750.00 ZZ 360 288,109.50 1 5.8750 1708.07 75 5.6250 1708.07 SOUTH PADRE ISTX 78597 4 12/30/03 00 336014 05 02/01/05 0.0000 336014 O 01/01/35 0 9762329 E22/G01 F 438,750.00 ZZ 360 438,748.68 1 5.7500 2102.34 65 5.5000 2102.34 FALLS CHURCH VA 22041 5 01/03/05 00 0422869917 05 02/01/05 0.0000 0422869917 O 01/01/35 0 9762521 E22/G01 F 228,000.00 ZZ 360 228,000.00 1 6.1250 1163.75 80 5.8750 1163.75 PORTLAND OR 97202 2 01/04/05 00 0423006139 05 03/01/05 0.0000 0423006139 O 02/01/35 0 9762649 E82/G01 F 450,000.00 ZZ 360 449,541.19 1 5.8750 2661.93 62 5.6250 2661.93 HALLIEFORD VA 23068 5 01/06/05 00 0401057856 05 03/01/05 0.0000 0401057856 O 02/01/35 0 9762777 225/225 F 590,500.00 ZZ 360 589,264.01 1 5.7500 3446.00 44 5.5000 3446.00 FISHERS IN 46038 1 12/17/04 00 006970923 05 02/01/05 0.0000 006970923 O 01/01/35 0 9762821 225/225 F 420,000.00 ZZ 360 419,161.69 1 6.0000 2518.11 80 5.7500 2518.11 GAINESVILLE VA 20155 5 12/10/04 00 005705993 03 02/01/05 0.0000 005705993 O 01/01/35 0 9762827 225/225 F 500,000.00 ZZ 360 498,977.96 1 5.8750 2957.69 60 5.6250 2957.69 YORKTOWN HEIGHNY 10598 1 12/14/04 00 005706113 05 02/01/05 0.0000 005706113 O 01/01/35 0 9762847 225/225 F 490,000.00 ZZ 360 488,998.39 1 5.8750 2898.54 68 5.6250 2898.54 SPRING LAKE HENJ 07762 5 12/20/04 00 5708959 05 02/01/05 0.0000 5708959 O 01/01/35 0 9762849 225/225 F 525,000.00 ZZ 360 523,770.82 1 5.8750 3105.57 48 5.6250 3105.57 BERNARDS TOWNSNJ 07920 2 12/16/04 00 005709751 05 02/01/05 0.0000 005709751 O 01/01/35 0 9762861 225/225 F 650,000.00 ZZ 360 648,606.96 1 5.6250 3046.87 64 5.3750 3043.62 GREENVILLE SC 29605 1 12/16/04 00 006937424 05 02/01/05 0.0000 006937424 O 01/01/35 0 9763171 253/253 F 400,000.00 ZZ 360 400,000.00 1 5.8750 1958.33 63 5.6250 1958.33 ANNAPOLIS MD 21403 1 12/30/04 00 374033 05 02/01/05 0.0000 374033 O 01/01/35 0 9764055 L49/U57 F 537,750.00 ZZ 360 536,650.78 1 5.8750 3181.00 80 5.6250 3181.00 RANCHO CUCAMONCA 91739 1 12/09/04 00 0438850414 05 02/01/05 0.0000 10021799 O 01/01/35 0 9764087 L49/U57 F 442,350.00 ZZ 360 441,508.37 1 6.2500 2723.63 70 6.0000 2723.63 VENTURA CA 93004 1 12/14/04 00 0438850778 05 02/01/05 0.0000 10023375 O 01/01/35 0 9765119 H81/G01 F 376,000.00 ZZ 360 375,999.99 1 6.1250 1919.17 72 5.8750 1919.17 VISTA CA 92083 5 11/01/04 00 0438933566 05 01/01/05 0.0000 47040073 O 12/01/34 0 9765131 H81/G01 F 191,250.00 ZZ 360 191,249.36 1 6.1250 976.17 75 5.8750 976.17 ANDERSON CA 96007 5 11/18/04 00 0438937492 05 01/01/05 0.0000 44040442 O 12/01/34 0 9765149 L21/G01 F 425,000.00 ZZ 360 424,150.08 1 5.9900 2545.36 71 5.7400 2545.36 TWP OF VOORHEENJ 08043 5 12/29/04 00 0438854341 05 02/01/05 0.0000 1350005174 O 01/01/35 0 9765461 E22/G01 F 412,200.00 ZZ 360 412,200.00 1 5.8750 2018.06 65 5.6250 2018.06 (GRANADA HILLSCA 91344 2 01/07/05 00 0422847533 05 03/01/05 0.0000 0422847533 O 02/01/35 0 9765519 E22/G01 F 90,000.00 ZZ 360 89,914.60 1 6.2500 554.15 74 6.0000 554.15 RINDGE NH 03461 5 01/07/05 00 0422892216 05 03/01/05 0.0000 0422892216 O 02/01/35 0 9765557 E22/G01 F 150,000.00 ZZ 360 149,847.06 1 5.8750 887.31 67 5.6250 887.31 SEBASTIAN FL 32958 5 01/07/05 00 0422915678 05 03/01/05 0.0000 0422915678 O 02/01/35 0 9766049 E82/G01 F 405,250.00 ZZ 360 404,846.57 2 6.0000 2429.68 73 5.7500 2429.68 PALISADES PARKNJ 07650 2 01/07/05 00 0401048251 05 03/01/05 0.0000 0401048251 O 02/01/35 0 9766217 168/168 F 366,000.00 ZZ 360 365,269.46 1 6.0000 2194.36 70 5.7500 2194.36 BROOKLYN NY 11228 1 12/15/04 00 0529911671 05 02/01/05 0.0000 0529911671 O 01/01/35 0 9766223 168/168 F 492,000.00 ZZ 360 491,063.91 1 6.2500 3029.33 80 6.0000 3029.33 BUCHANAN NY 10511 1 12/17/04 00 0539460397 05 02/01/05 0.0000 0539460397 O 01/01/35 0 9766243 168/168 F 366,000.00 ZZ 360 365,197.53 1 6.1250 2223.86 80 5.8750 2223.86 SCHODACK NY 12132 1 12/20/04 00 0539621714 05 02/01/05 0.0000 0539621714 O 01/01/35 0 9766249 168/168 F 500,000.00 ZZ 360 498,711.14 1 6.0000 2997.76 61 5.7500 2997.76 STATEN ISLAND NY 10301 1 12/07/04 00 0539601365 05 02/01/05 0.0000 0539601365 O 01/01/35 0 9766255 168/168 F 464,000.00 ZZ 360 463,073.85 1 6.0000 2781.92 80 5.7500 2781.92 NORTH HEMPSTEANY 11040 1 12/14/04 00 0539544558 05 02/01/05 0.0000 0539544558 O 01/01/35 0 9766257 168/168 F 410,000.00 ZZ 360 409,181.64 1 6.0000 2458.16 59 5.7500 2458.16 FLORAL PARK NY 11001 5 12/08/04 00 0539547654 05 02/01/05 0.0000 0539547654 O 01/01/35 0 9766587 E22/G01 F 392,000.00 ZZ 360 391,619.00 1 6.1250 2381.83 80 5.8750 2381.83 ARDSLEY NY 10502 1 01/07/05 00 0422858027 05 03/01/05 0.0000 0422858027 O 02/01/35 0 9766781 Y69/G01 F 345,000.00 ZZ 360 344,359.20 1 6.3750 2152.36 69 6.1250 2152.36 APACHE JUNCTIOAZ 85219 5 12/09/04 00 0438855710 05 02/01/05 0.0000 1010021586 O 01/01/35 0 9766801 Y69/G01 F 523,400.00 ZZ 360 522,293.04 1 6.0000 3138.05 75 5.7500 3138.05 FLOWER MOUND TX 75022 2 12/30/04 00 0438854747 03 02/01/05 0.0000 3010023034 O 01/01/35 0 9772183 E22/U57 F 371,600.00 ZZ 360 371,247.41 1 6.2500 2288.01 80 6.0000 2288.01 FORT LAUDERDALFL 33312 1 01/14/05 00 0423003961 05 03/01/05 0.0000 0423003961 O 02/01/35 0 9772239 E22/U57 F 500,000.00 ZZ 360 499,477.97 1 5.7500 2917.86 80 5.5000 2917.86 SAMMAMISH WA 98075 1 01/11/05 00 0422956136 05 03/01/05 0.0000 0422956136 O 02/01/35 0 9772407 E22/U57 F 510,300.00 ZZ 360 509,305.50 1 6.1250 3100.64 80 5.8750 3100.64 BRENTWOOD CA 94513 1 12/28/04 00 0422716605 05 02/01/05 0.0000 0422716605 O 01/01/35 0 9773615 E22/G01 F 340,000.00 ZZ 360 340,000.00 1 5.8750 1664.58 63 5.6250 1664.58 CORONA CA 92880 1 01/13/05 00 0422989541 03 03/01/05 0.0000 0422989541 O 02/01/35 0 9774885 G52/G01 F 468,000.00 ZZ 360 466,252.29 1 6.3750 2919.71 80 6.1250 2919.71 TUSCON AZ 85748 1 10/20/04 00 0438886905 03 12/01/04 0.0000 3060007323 O 11/01/34 0 9777019 E22/G01 F 378,000.00 ZZ 360 377,605.34 1 5.7500 2205.91 70 5.5000 2205.91 GAINESVILLE VA 20155 5 01/13/05 00 0422998757 05 03/01/05 0.0000 0422998757 O 02/01/35 0 9777231 696/G01 F 500,000.00 ZZ 360 500,000.00 1 5.7500 2395.83 59 5.5000 2395.83 GERMANTOWN MD 20876 1 01/14/05 00 0438878399 03 03/01/05 0.0000 32704100 O 02/01/35 0 9777355 L86/G01 F 1,000,000.00 ZZ 360 1,000,000.00 1 5.8750 4895.83 55 5.6250 4895.83 NEWPORT BEACH CA 92663 5 01/12/05 00 0438923161 03 03/01/05 0.0000 10002702 O 02/01/35 0 9777691 E22/G01 F 462,350.00 ZZ 360 462,350.00 2 6.0000 2311.75 70 5.7500 2311.75 UNIVERSITY PARTX 75205 2 01/14/05 00 0422843938 05 03/01/05 0.0000 0422843938 O 02/01/35 0 9777731 E22/G01 F 596,000.00 ZZ 360 596,000.00 1 5.7500 2855.83 60 5.5000 2855.83 WASHINGTON DC 20007 2 01/14/05 00 0422882720 07 03/01/05 0.0000 0422882720 O 02/01/35 0 9777825 E22/G01 F 638,000.00 ZZ 360 638,000.00 1 5.6250 2990.63 43 5.3750 2990.63 EVANSTON IL 60201 2 01/14/05 00 0422966002 05 03/01/05 0.0000 0422966002 O 02/01/35 0 9777923 E22/U57 F 529,000.00 ZZ 360 528,460.67 1 5.8750 3129.23 89 5.6250 3129.23 BIRMINGHAM AL 35242 2 01/20/05 10 0423017243 05 03/01/05 25.0000 0423017243 O 02/01/35 0 9778219 E82/G01 F 180,000.00 ZZ 360 179,816.48 1 5.8750 1064.77 80 5.6250 1064.77 EVERGREEN PARKIL 60805 2 01/14/05 00 0401059670 05 03/01/05 0.0000 0401059670 O 02/01/35 0 9780337 X89/G01 F 380,000.00 ZZ 360 379,612.58 1 5.8750 2247.84 80 5.6250 2247.84 GREELEY CO 80631 5 01/17/05 00 0438891020 05 03/01/05 0.0000 3000544 O 02/01/35 0 9781875 E22/G01 F 109,155.00 ZZ 360 109,051.43 1 6.2500 672.09 95 6.0000 672.09 HOUSTON TX 77089 1 01/13/05 10 0422942268 03 03/01/05 30.0000 0422942268 O 02/01/35 0 9781907 E22/G01 F 394,800.00 ZZ 360 394,416.28 1 6.1250 2398.85 80 5.8750 2398.85 BETHLEHEM PA 18020 1 01/21/05 00 0422970319 05 03/01/05 0.0000 0422970319 O 02/01/35 0 9782503 696/G01 F 522,400.00 ZZ 360 522,400.00 1 5.7500 2503.17 80 5.5000 2503.17 ALEXANDRIA VA 22309 1 01/21/05 00 0438885980 05 03/01/05 0.0000 24604357 O 02/01/35 0 9782533 L86/G01 F 460,000.00 ZZ 360 460,000.00 1 6.1250 2347.92 70 5.8750 2347.92 COSTA MESA CA 92626 2 01/14/05 00 0438893901 05 03/01/05 0.0000 10002698 O 02/01/35 0 9782841 E22/G01 F 150,000.00 ZZ 240 149,665.62 1 5.7500 1053.13 22 5.5000 1053.13 NORWALK CT 06853 2 01/19/05 00 0422430876 05 03/01/05 0.0000 0422430876 O 02/01/25 0 9782965 E22/U57 F 360,000.00 ZZ 360 359,641.62 1 6.0000 2158.38 64 5.7500 2158.38 HAUPPAUGE NY 11788 5 01/19/05 00 0422927947 05 03/01/05 0.0000 0422927947 O 02/01/35 0 9783039 E22/G01 F 430,000.00 ZZ 360 430,000.00 1 5.8750 2105.21 77 5.6250 2105.21 ANTHEM AZ 85086 2 01/14/05 00 0422992826 03 03/01/05 0.0000 0422992826 O 02/01/35 0 9783131 E22/G01 F 142,000.00 ZZ 360 141,865.26 1 6.2500 874.32 80 6.0000 874.32 CAPE CORAL FL 33909 2 01/19/05 00 0423066398 05 03/01/05 0.0000 0423066398 O 02/01/35 0 9783193 E82/G01 F 179,300.00 ZZ 360 179,121.51 1 6.0000 1074.99 72 5.7500 1074.99 OVIEDO FL 32765 2 01/21/05 00 0401060223 03 03/01/05 0.0000 0401060223 O 02/01/35 0 9783215 E82/G01 F 349,000.00 ZZ 360 348,644.18 1 5.8750 2064.47 56 5.6250 2064.47 CHARLESTON SC 29412 5 01/20/05 00 0401066683 05 03/01/05 0.0000 0401066683 O 02/01/35 0 9783377 E82/G01 F 400,000.00 ZZ 360 399,582.37 1 5.7500 2334.30 32 5.5000 2334.30 MIAMI FL 33158 2 01/19/05 00 0401065842 05 03/01/05 0.0000 0401065842 O 02/01/35 0 9783385 E82/G01 F 178,000.00 ZZ 360 177,822.80 1 6.0000 1067.20 75 5.7500 1067.20 TUCSON AZ 85745 2 01/19/05 00 0401058045 05 03/01/05 0.0000 0401058045 O 02/01/35 0 9783391 E82/G01 F 210,000.00 ZZ 360 209,780.75 1 5.7500 1225.50 60 5.5000 1225.50 SALEM MA 01970 2 01/19/05 00 0401052030 05 03/01/05 0.0000 0401052030 O 02/01/35 0 9783397 E82/G01 F 361,800.00 ZZ 360 361,422.26 1 5.7500 2111.37 49 5.5000 2111.37 STOW MA 01775 2 01/18/05 00 0401056262 05 03/01/05 0.0000 0401056262 O 02/01/35 0 9783985 E22/G01 F 234,000.00 ZZ 360 233,761.42 1 5.8750 1384.20 75 5.6250 1384.20 BERKELEY NJ 08721 5 01/18/05 00 0422814780 05 03/01/05 0.0000 0422814780 O 02/01/35 0 9784795 E22/G01 F 364,000.00 ZZ 360 363,628.88 1 5.8750 2153.20 57 5.6250 2153.20 KIRKLAND WA 98033 5 01/20/05 00 0422938290 01 03/01/05 0.0000 0422938290 O 02/01/35 0 9784961 E22/U57 F 386,000.00 ZZ 360 385,606.45 1 5.8750 2283.34 70 5.6250 2283.34 VENTURA CA 93001 5 01/19/05 00 0423074228 05 03/01/05 0.0000 0423074228 O 02/01/35 0 9785929 L01/G01 F 612,500.00 ZZ 360 611,890.25 1 6.0000 3672.25 70 5.7500 3672.25 PARADISE VALLEAZ 85253 5 01/21/05 00 0438906935 05 03/01/05 0.0000 18863616 O 02/01/35 0 9786127 E82/G01 F 497,600.00 ZZ 360 497,092.67 1 5.8750 2943.50 54 5.6250 2943.50 CHANDLER AZ 85226 2 01/26/05 00 0401071345 03 03/01/05 0.0000 0401071345 O 02/01/35 0 9786139 E82/G01 F 187,500.00 ZZ 360 187,308.83 1 5.8750 1109.14 75 5.6250 1109.14 LYNNWOOD WA 98036 2 01/26/05 00 0401071352 05 03/01/05 0.0000 0401071352 O 02/01/35 0 9786149 E82/G01 F 120,000.00 ZZ 360 119,880.54 1 6.0000 719.46 57 5.7500 719.46 HOUSTON TX 77040 2 01/26/05 00 0401066428 03 03/01/05 0.0000 0401066428 O 02/01/35 0 9786213 E82/G01 F 160,100.00 ZZ 360 159,948.09 1 6.2500 985.76 84 6.0000 985.76 EAST STROUDSBUPA 18301 2 01/26/05 04 0401070677 09 03/01/05 12.0000 0401070677 O 02/01/35 0 9786227 E22/G01 F 143,500.00 ZZ 360 143,360.53 1 6.1250 871.92 90 5.8750 871.92 CHARLESTON SC 29407 2 01/27/05 04 0422946756 05 03/01/05 25.0000 0422946756 O 02/01/35 0 9786385 E22/G01 F 429,000.00 ZZ 360 428,583.04 1 6.1250 2606.65 74 5.8750 2606.65 NOCKAMIXON PA 18930 1 01/27/05 00 0423060433 05 03/01/05 0.0000 0423060433 O 02/01/35 0 9786433 E22/G01 F 164,000.00 ZZ 360 163,832.80 1 5.8750 970.12 80 5.6250 970.12 PFLUGERVILLE TX 78660 2 01/27/05 00 0423118587 03 03/01/05 0.0000 0423118587 O 02/01/35 0 9786635 944/G01 F 381,500.00 ZZ 360 381,129.21 1 6.1250 2318.03 80 5.8750 2318.03 MILPITAS CA 95035 2 01/04/05 00 0438896466 09 03/01/05 0.0000 01800475 O 02/01/35 0 9787439 E22/G01 F 330,550.00 ZZ 360 329,649.61 1 6.2500 2035.25 78 6.0000 2035.25 HOUSTON TX 77079 2 01/21/05 00 0422455402 03 03/01/05 0.0000 0422455402 O 02/01/35 0 9787589 E22/G01 F 203,000.00 ZZ 360 202,807.38 1 6.2500 1249.91 73 6.0000 1249.91 EAGLE CREEK OR 97022 5 01/19/05 00 0422939850 05 03/01/05 0.0000 0422939850 O 02/01/35 0 9787669 E22/G01 F 219,800.00 ZZ 360 219,398.49 1 5.8750 1300.20 80 5.6250 1300.20 WIMBERLEY TX 78676 2 01/24/05 00 0422993501 03 03/01/05 0.0000 0422993501 O 02/01/35 0 9787773 E22/G01 F 180,000.00 ZZ 360 180,000.00 1 5.8750 881.25 80 5.6250 881.25 EVERETT WA 98201 1 01/25/05 00 0423039031 05 03/01/05 0.0000 0423039031 O 02/01/35 0 9787901 E22/G01 F 165,000.00 ZZ 360 164,831.77 1 5.8750 976.04 76 5.6250 976.04 CLEVELAND NC 27013 2 01/28/05 00 0423190537 05 03/01/05 0.0000 0423190537 O 02/01/35 0 9788957 U80/G01 F 600,000.00 ZZ 360 599,373.56 1 5.7500 3501.44 64 5.5000 3501.44 MOUNT PLEASANTSC 29464 5 01/21/05 00 0438933780 03 03/01/05 0.0000 30017529 O 02/01/35 0 9789351 E22/G01 F 435,000.00 TX 360 434,556.50 1 5.8750 2573.19 65 5.6250 2573.19 FRIENDSWOOD TX 77546 5 01/24/05 00 0422951335 03 03/01/05 0.0000 0422951335 O 02/01/35 0 9789361 E22/U57 F 572,000.00 ZZ 360 571,416.82 1 5.8750 3383.60 69 5.6250 3383.60 GOLETA CA 93117 5 01/12/05 00 0422958702 05 03/01/05 0.0000 0422958702 O 02/01/35 0 9789835 E22/G01 F 320,000.00 ZZ 360 320,000.00 1 5.8750 1566.67 80 5.6250 1566.67 DENVER CO 80218 2 01/25/05 00 0423038199 01 03/01/05 0.0000 0423038199 O 02/01/35 0 9789865 E22/U57 F 570,000.00 ZZ 360 569,432.56 1 6.0000 3417.44 73 5.7500 3417.44 SANTA YNEZ CA 93460 5 01/25/05 00 0423125921 05 03/01/05 0.0000 0423125921 O 02/01/35 0 9789919 E22/G01 F 158,400.00 TX 360 158,242.31 1 6.0000 949.69 58 5.7500 949.69 TOMBALL TX 77377 5 01/26/05 00 0423153519 05 03/01/05 0.0000 0423153519 O 02/01/35 0 9790035 E82/G01 F 509,000.00 ZZ 360 508,481.05 1 5.8750 3010.93 62 5.6250 3010.93 OCRACOKE NC 27960 2 01/28/05 00 0401047824 05 03/01/05 0.0000 0401047824 O 02/01/35 0 9790057 E82/G01 F 274,400.00 ZZ 360 274,120.24 1 5.8750 1623.18 63 5.6250 1623.18 STOCKTON CA 95212 2 01/28/05 00 0401064704 05 03/01/05 0.0000 0401064704 O 02/01/35 0 9790275 E82/G01 F 300,000.00 ZZ 360 299,694.13 1 5.8750 1774.62 65 5.6250 1774.62 SAN FRANCISCO CA 94112 5 01/27/05 00 0401049861 05 03/01/05 0.0000 0401049861 O 02/01/35 0 9790289 E82/G01 F 171,900.00 ZZ 360 171,724.73 1 5.8750 1016.86 79 5.6250 1016.86 WATERVLIET NY 12189 2 01/27/05 00 0401060918 05 03/01/05 0.0000 0401060918 O 02/01/35 0 9792479 E22/U57 F 498,750.00 ZZ 360 498,253.49 1 6.0000 2990.26 75 5.7500 2990.26 SANTA BARBARA CA 93101 5 01/27/05 00 0423104421 01 03/01/05 0.0000 0423104421 O 02/01/35 0 9792579 E22/G01 F 296,000.00 ZZ 360 296,000.00 1 5.7500 1727.38 80 5.5000 1727.38 HIGHLANDS RANCCO 80126 2 01/26/05 00 0423025238 03 04/01/05 0.0000 0423025238 O 03/01/35 0 9792697 E22/G01 F 60,000.00 ZZ 360 59,943.07 1 6.2500 369.43 69 6.0000 369.43 GENEVA OH 44041 5 01/27/05 00 0422861013 05 03/01/05 0.0000 0422861013 O 02/01/35 0 9794887 J53/J53 F 500,000.00 ZZ 360 499,490.23 1 5.8750 2957.69 63 5.6250 2957.69 WICHITA FALLS TX 76308 2 01/20/05 00 BRADLEY122204 05 03/01/05 0.0000 BRADLEY122204 O 02/01/35 0 9794925 W58/G01 F 568,000.00 ZZ 360 568,000.00 1 5.7500 3314.69 79 5.5000 3314.69 IRVINE CA 92620 2 01/27/05 00 0438910952 05 04/01/05 0.0000 109329 O 03/01/35 0 9795997 944/G01 F 405,000.00 ZZ 360 404,556.70 1 5.5000 2299.55 81 5.2500 2299.55 VALLEJO CA 94591 2 01/07/05 11 0438910705 05 03/01/05 12.0000 W01797375 O 02/01/35 0 9796007 944/G01 F 420,000.00 ZZ 360 419,561.49 1 5.7500 2451.01 48 5.5000 2451.01 SANTA ROSA CA 95401 5 01/07/05 00 0438913410 05 03/01/05 0.0000 W01800375 O 02/01/35 0 9796031 944/G01 F 442,000.00 ZZ 360 441,559.99 1 6.0000 2650.01 68 5.7500 2650.01 WILTON CA 95693 5 01/11/05 00 0438906125 05 03/01/05 0.0000 01803697 O 02/01/35 0 9796039 944/G01 F 392,000.00 ZZ 360 391,600.34 1 5.8750 2318.83 61 5.6250 2318.83 LAS VEGAS NV 89144 5 01/06/05 00 0438898280 03 03/01/05 0.0000 W01799763 O 02/01/35 0 9796053 944/G01 F 409,450.00 ZZ 360 408,652.05 1 6.1250 2487.86 80 5.8750 2487.86 LOUISVILLE KY 40245 1 12/30/04 00 0438900946 05 02/01/05 0.0000 01795243 O 01/01/35 0 9796067 944/G01 F 377,000.00 ZZ 360 376,606.39 1 5.7500 2200.07 76 5.5000 2200.07 ISSAQUAH WA 98027 5 01/06/05 00 0438898645 05 03/01/05 0.0000 01801601 O 02/01/35 0 9796117 E22/U57 F 700,800.00 ZZ 360 700,085.50 1 5.8750 4145.50 80 5.6250 4145.50 SEAL BEACH CA 90740 5 01/21/05 00 0423078005 05 03/01/05 0.0000 0423078005 O 02/01/35 0 9796121 E22/G01 F 480,000.00 ZZ 360 479,510.62 1 5.8750 2839.38 80 5.6250 2839.38 MURRAY UT 84107 2 01/28/05 00 0423084680 05 03/01/05 0.0000 0423084680 O 02/01/35 0 9796163 E22/G01 F 478,000.00 ZZ 360 478,000.00 1 5.7500 2290.42 64 5.5000 2290.42 ARLINGTON VA 22207 5 01/28/05 00 0423055227 05 03/01/05 0.0000 0423055227 O 02/01/35 0 9796359 E22/G01 F 303,000.00 ZZ 360 303,000.00 1 6.0000 1515.00 57 5.7500 1515.00 SACRAMENTO CA 95829 5 01/24/05 00 0423132232 05 03/01/05 0.0000 0423132232 O 02/01/35 0 9796673 550/550 F 800,000.00 ZZ 360 800,000.00 1 5.7500 4668.59 64 5.5000 4668.59 SAN FRANCISCO CA 94114 5 01/26/05 00 120750539 05 04/01/05 0.0000 120750539 O 03/01/35 0 9797751 F01/G01 F 156,000.00 ZZ 360 156,000.00 1 5.8750 763.75 62 5.6250 763.75 EUREKA CA 95501 5 01/14/05 00 0438924185 05 03/01/05 0.0000 12042018 O 02/01/35 0 9798675 D03/D03 F 740,800.00 ZZ 360 740,800.00 1 5.8750 4382.11 80 5.6250 4382.11 BELMONT CA 94002 1 01/25/05 00 1040005206 05 04/01/05 0.0000 1040005206 O 03/01/35 0 9799871 E22/G01 F 309,500.00 ZZ 360 309,500.00 1 6.0000 1547.50 79 5.7500 1547.50 STEPHENSON VA 22656 2 01/31/05 00 0423020510 05 03/01/05 0.0000 0423020510 O 02/01/35 0 9799891 E22/G01 F 67,000.00 ZZ 360 66,931.69 1 5.8750 396.33 58 5.6250 396.33 BEAUMONT TX 77706 1 02/04/05 00 0423040757 05 03/01/05 0.0000 0423040757 O 02/01/35 0 9799947 E22/U57 F 689,000.00 ZZ 360 689,000.00 1 6.1250 4186.44 78 5.8750 4186.44 MONTEREY CA 93940 5 01/28/05 00 0422936716 05 04/01/05 0.0000 0422936716 O 03/01/35 0 9799987 E22/G01 F 200,000.00 T 360 200,000.00 1 5.6250 1151.31 80 5.3750 1151.31 MIAMI FL 33161 1 02/02/05 00 0422859728 05 04/01/05 0.0000 0422859728 O 03/01/35 0 9800069 E82/G01 F 465,000.00 ZZ 360 465,000.00 1 6.0000 2787.91 76 5.7500 2787.91 LAFAYETTE HILLPA 19444 2 02/03/05 00 0401070644 03 04/01/05 0.0000 0401070644 O 03/01/35 0 9800075 E82/G01 F 186,600.00 ZZ 360 186,600.00 1 5.8750 1103.81 67 5.6250 1103.81 SACRAMENTO CA 95828 2 02/03/05 00 0401051958 05 04/01/05 0.0000 0401051958 O 03/01/35 0 9800117 E82/G01 F 220,000.00 ZZ 360 220,000.00 1 5.8750 1301.39 63 5.6250 1301.39 ELVERTA CA 95626 5 02/02/05 00 0401066279 05 04/01/05 0.0000 0401066279 O 03/01/35 0 9800343 356/G01 F 600,000.00 ZZ 360 600,000.00 1 6.0000 3597.30 47 5.7500 3597.30 PLEASANTON CA 94566 5 01/26/05 00 0438925992 03 04/01/05 0.0000 29173945 O 03/01/35 0 9800591 E22/G01 F 210,700.00 ZZ 360 210,485.18 1 5.8750 1246.37 70 5.6250 1246.37 HIALEAH FL 33012 5 02/02/05 00 0422796482 05 03/01/05 0.0000 0422796482 O 02/01/35 0 9800631 E22/G01 F 295,000.00 ZZ 360 295,000.00 2 5.8750 1745.04 60 5.6250 1745.04 CHICAGO IL 60625 2 02/02/05 00 0422945071 05 04/01/05 0.0000 0422945071 O 03/01/35 0 9800643 E22/G01 F 314,000.00 ZZ 360 314,000.00 1 6.0000 1882.59 48 5.7500 1882.59 THOUSAND OAKS CA 91320 2 01/28/05 00 0422957829 05 04/01/05 0.0000 0422957829 O 03/01/35 0 9800703 E22/U57 F 384,000.00 ZZ 360 384,000.00 1 5.7500 2240.92 75 5.5000 2240.92 NEWARK CA 94560 5 01/31/05 00 0423036748 05 04/01/05 0.0000 0423036748 O 03/01/35 0 9800727 E22/G01 F 91,500.00 ZZ 360 91,413.18 1 6.2500 563.38 83 6.0000 563.38 ALAMOGORDO NM 88310 2 02/02/05 10 0423064864 05 03/01/05 12.0000 0423064864 O 02/01/35 0 9800741 E22/G01 F 216,000.00 ZZ 360 216,000.00 1 5.8750 1057.50 80 5.6250 1057.50 JOHNSTOWN CO 80534 2 02/01/05 00 0423076447 05 04/01/05 0.0000 0423076447 O 03/01/35 0 9800785 E22/G01 F 354,000.00 ZZ 360 354,000.00 1 6.0000 1770.00 79 5.7500 1770.00 CHARLES TOWN WV 25414 2 02/02/05 00 0423114438 03 04/01/05 0.0000 0423114438 O 03/01/35 0 9800873 E22/G01 F 167,000.00 ZZ 360 167,000.00 1 5.7500 974.57 74 5.5000 974.57 (BANNING AREA)CA 92220 2 02/01/05 00 0423192632 05 04/01/05 0.0000 0423192632 O 03/01/35 0 9800883 E22/G01 F 399,000.00 ZZ 360 399,000.00 1 5.5000 2265.48 80 5.2500 2265.48 SOUTH RIDING VA 20152 2 02/02/05 00 0423198415 03 04/01/05 0.0000 0423198415 O 03/01/35 0 9802271 E22/G01 F 139,000.00 ZZ 240 139,000.00 1 5.7500 975.90 62 5.5000 975.90 NORTH FORK CA 93643 5 01/31/05 00 0422405084 05 04/01/05 0.0000 0422405084 O 03/01/25 0 9802361 E22/G01 F 425,000.00 ZZ 360 424,566.69 1 5.8750 2514.04 58 5.6250 2514.04 SADDLE RIVER NJ 07458 5 01/26/05 00 0423003003 05 03/01/05 0.0000 0423003003 O 02/01/35 0 9802491 E22/G01 F 253,000.00 ZZ 360 253,000.00 1 6.0000 1516.86 51 5.7500 1516.86 LOS ANGELES CA 90016 5 02/02/05 00 0423182443 05 04/01/05 0.0000 0423182443 O 03/01/35 0 9802577 E22/G01 F 180,500.00 ZZ 360 180,500.00 1 6.2500 1111.37 95 6.0000 1111.37 WESTLAND MI 48186 2 02/03/05 04 0423266410 05 04/01/05 30.0000 0423266410 O 03/01/35 0 9802603 253/253 F 368,000.00 ZZ 360 367,615.78 1 5.7500 2147.55 75 5.5000 2147.55 DALLAS TX 75218 2 01/17/05 00 334548 05 03/01/05 0.0000 334548 O 02/01/35 0 9803263 E22/G01 F 230,000.00 ZZ 360 230,000.00 1 6.0000 1150.00 74 5.7500 1150.00 STRASBURG VA 22657 5 02/04/05 00 0423066653 05 04/01/05 0.0000 0423066653 O 03/01/35 0 9803277 E22/G01 F 450,000.00 ZZ 360 450,000.00 1 5.8750 2661.92 77 5.6250 2661.92 MCCALL ID 83638 2 02/03/05 00 0423074541 05 04/01/05 0.0000 0423074541 O 03/01/35 0 9803283 E22/G01 F 668,000.00 ZZ 360 668,000.00 1 5.8750 3270.42 72 5.6250 3270.42 PALO ALTO CA 94306 2 01/27/05 00 0423077569 05 04/01/05 0.0000 0423077569 O 03/01/35 0 9803301 E22/G01 F 600,000.00 ZZ 360 600,000.00 1 5.7500 3501.44 55 5.5000 3501.44 CARLISLE MA 01741 2 02/04/05 00 0423093145 05 04/01/05 0.0000 0423093145 O 03/01/35 0 9803337 E22/G01 F 138,000.00 ZZ 360 138,000.00 1 6.0000 827.38 83 5.7500 827.38 LARAMIE WY 82070 2 02/04/05 01 0423118496 05 04/01/05 12.0000 0423118496 O 03/01/35 0 9803365 E22/G01 F 161,000.00 ZZ 360 161,000.00 1 5.8750 788.23 78 5.6250 788.23 BONNEY LAKE WA 98390 2 02/02/05 00 0423145986 03 04/01/05 0.0000 0423145986 O 03/01/35 0 9803421 E22/G01 F 375,000.00 ZZ 360 375,000.00 1 5.7500 2188.40 67 5.5000 2188.40 OXNARD CA 93030 2 01/31/05 00 0423205350 05 04/01/05 0.0000 0423205350 O 03/01/35 0 9803437 E22/G01 F 340,000.00 ZZ 360 340,000.00 1 6.0000 1700.00 66 5.7500 1700.00 BURBANK CA 91502 2 02/02/05 00 0423219088 05 04/01/05 0.0000 0423219088 O 03/01/35 0 9803563 E82/G01 F 589,000.00 ZZ 360 589,000.00 1 5.8750 3484.16 52 5.6250 3484.16 SAN JUAN CAPISCA 92675 5 02/04/05 00 0401048574 05 04/01/05 0.0000 0401048574 O 03/01/35 0 9803599 E82/G01 F 374,400.00 ZZ 360 374,400.00 1 5.8750 2214.72 62 5.6250 2214.72 HUNTINGTON BEACA 92647 2 02/03/05 00 0401062427 05 04/01/05 0.0000 0401062427 O 03/01/35 0 9803787 Y69/G01 F 472,000.00 ZZ 360 471,518.77 1 5.8750 2792.06 80 5.6250 2792.06 TRACY CA 95377 1 01/05/05 00 0438960528 05 03/01/05 0.0000 1040021388 O 02/01/35 0 9803789 Y69/G01 F 567,400.00 ZZ 360 566,821.51 1 5.8750 3356.39 76 5.6250 3356.39 REDWOOD CA 94061 2 01/14/05 00 0438958183 05 03/01/05 0.0000 1040024170 O 02/01/35 0 9803833 Z03/Z03 F 450,000.00 ZZ 360 449,552.02 1 6.0000 2697.98 73 5.7500 2697.98 THE VILLAGES FL 32162 1 01/31/05 00 1068014583 03 03/01/05 0.0000 1068014583 O 02/01/35 0 9804141 Y69/G01 F 400,000.00 ZZ 360 399,592.18 1 5.8750 2366.15 52 5.6250 2366.15 DANVILLE CA 94526 2 01/14/05 00 0438955585 05 03/01/05 0.0000 1040022026 O 02/01/35 0 9804625 E22/G01 F 400,000.00 ZZ 360 400,000.00 1 5.7500 1916.67 56 5.5000 1916.67 THOUSAND OAKS CA 91320 5 02/03/05 00 0423085216 05 04/01/05 0.0000 0423085216 O 03/01/35 0 9804767 E22/G01 F 463,200.00 ZZ 360 463,200.00 1 5.8750 2740.00 80 5.6250 2740.00 RAMONA CA 92065 1 02/02/05 00 0423283076 05 04/01/05 0.0000 0423283076 O 03/01/35 0 9804783 E22/G01 F 435,000.00 ZZ 360 435,000.00 1 5.6250 2039.06 67 5.3750 2039.06 ALAMEDA CA 94501 1 02/08/05 00 0423324284 05 04/01/05 0.0000 0423324284 O 03/01/35 0 9805229 L01/G01 F 361,250.00 ZZ 360 361,250.00 1 6.0000 1806.25 80 5.7500 1806.25 GILBERT AZ 85296 1 02/08/05 00 0438979908 03 04/01/05 0.0000 0961018 O 03/01/35 0 9805401 253/253 F 225,000.00 ZZ 360 224,765.09 1 5.7500 1313.04 73 5.5000 1313.04 LOXAHATCHEE FL 33470 4 01/09/04 00 337351 05 03/01/05 0.0000 337351 O 02/01/35 0 9805419 253/253 F 345,500.00 ZZ 360 345,147.74 1 5.8750 2043.77 67 5.6250 2043.77 HOUSTON TX 77025 4 05/14/04 00 336785 05 03/01/05 0.0000 CONSLOAN10669 O 02/01/35 0 9805669 E82/G01 F 126,000.00 ZZ 360 126,000.00 1 6.2500 775.80 42 6.0000 775.80 HOLLISTON MA 01746 5 02/08/05 00 0401067327 05 04/01/05 0.0000 0401067327 O 03/01/35 0 9805731 E22/G01 F 176,000.00 ZZ 360 176,000.00 1 5.8750 1041.11 77 5.6250 1041.11 MILFORD CT 06460 2 02/07/05 00 0423081165 05 04/01/05 0.0000 0423081165 O 03/01/35 0 9805781 E22/G01 F 656,000.00 ZZ 360 656,000.00 1 5.6250 3776.31 49 5.3750 3776.31 LAGUNA BEACH CA 92651 2 02/03/05 00 0423206069 05 04/01/05 0.0000 0423206069 O 03/01/35 0 9805795 E22/G01 F 231,000.00 ZZ 360 231,000.00 1 5.8750 1130.94 39 5.6250 1130.94 MURRIETA CA 92562 5 02/02/05 00 0423211804 05 04/01/05 0.0000 0423211804 O 03/01/35 0 9805851 E22/G01 F 440,000.00 ZZ 360 440,000.00 1 5.7500 2567.72 76 5.5000 2567.72 BOULDER CO 80305 1 02/11/05 00 0423306513 05 04/01/05 0.0000 0423306513 O 03/01/35 0 9806263 Y69/G01 F 403,850.00 ZZ 360 403,438.25 1 5.8750 2388.93 75 5.6250 2388.93 SEATTLE WA 98116 5 01/21/05 00 0438955601 05 03/01/05 0.0000 1020023604 O 02/01/35 0 9806385 Y69/G01 F 600,000.00 ZZ 360 599,388.27 1 5.8750 3549.23 78 5.6250 3549.23 LEAGUE CITY TX 77565 2 01/25/05 00 0438950040 03 03/01/05 0.0000 3020019412 O 02/01/35 0 9806387 Y69/G01 F 404,000.00 ZZ 360 403,578.19 1 5.7500 2357.64 71 5.5000 2357.64 SUWANEE GA 30024 2 01/24/05 00 0438950487 03 03/01/05 0.0000 5010023551 O 02/01/35 0 9806389 Y69/G01 F 650,000.00 T 360 649,337.29 1 5.8750 3845.00 75 5.6250 3845.00 PALM BEACH GARFL 33418 1 01/31/05 00 0438959801 03 03/01/05 0.0000 5020025416 O 02/01/35 0 9806391 Y69/G01 F 417,000.00 ZZ 360 416,574.84 1 5.8750 2466.72 75 5.6250 2466.72 RANCHO MURIETTCA 95683 2 01/06/05 00 0438961229 03 03/01/05 0.0000 1020022406 O 02/01/35 0 9806393 Y69/G01 F 589,200.00 ZZ 360 588,599.27 1 5.8750 3485.35 80 5.6250 3485.35 GARLAND TX 75044 2 01/20/05 00 0438959165 03 03/01/05 0.0000 3010022788 O 02/01/35 0 9806395 Y69/G01 F 430,000.00 ZZ 360 429,561.59 1 5.8750 2543.62 72 5.6250 2543.62 SAN LEANDRO CA 94578 2 01/06/05 00 0438953150 05 03/01/05 0.0000 1040021980 O 02/01/35 0 9806399 Y69/G01 F 380,000.00 ZZ 360 379,648.04 1 6.3750 2370.71 38 6.1250 2370.71 TORRANCE CA 90505 5 01/13/05 00 0438951287 05 03/01/05 0.0000 1030023468 O 02/01/35 0 9806403 Y69/G01 F 438,000.00 ZZ 360 437,553.43 1 5.8750 2590.94 64 5.6250 2590.94 SHERMAN OAKS CA 91401 5 01/07/05 00 0438933442 05 03/01/05 0.0000 1030023355 O 02/01/35 0 9806459 H81/G01 F 482,000.00 ZZ 360 482,000.00 1 5.5000 2736.74 67 5.2500 2736.74 BRENTWOOD CA 94513 5 02/01/05 00 0438957227 05 04/01/05 0.0000 44050098 O 03/01/35 0 9808755 E22/G01 F 560,000.00 ZZ 360 560,000.00 1 5.8750 3312.61 78 5.6250 3312.61 WOODINVILLE WA 98077 2 01/31/05 00 0423121227 05 04/01/05 0.0000 0423121227 O 03/01/35 0 9808757 E22/G01 F 191,600.00 ZZ 360 191,600.00 1 5.8750 1133.39 80 5.6250 1133.39 GREGORY MI 48137 2 02/09/05 00 0423121375 05 04/01/05 0.0000 0423121375 O 03/01/35 0 9808775 E22/G01 F 160,000.00 ZZ 360 160,000.00 1 5.7500 933.72 51 5.5000 933.72 CHICAGO IL 60646 5 02/09/05 00 0423140060 05 04/01/05 0.0000 0423140060 O 03/01/35 0 9808799 E22/G01 F 204,000.00 ZZ 360 204,000.00 1 5.8750 998.75 80 5.6250 998.75 COLORADO SPRINCO 80908 2 02/08/05 00 0423161645 05 04/01/05 0.0000 0423161645 O 03/01/35 0 9808815 E22/G01 F 215,900.00 ZZ 360 215,900.00 1 6.2500 1329.33 89 6.0000 1329.33 FRISCO TX 75035 2 02/08/05 04 0423173244 05 04/01/05 25.0000 0423173244 O 03/01/35 0 9808861 E22/G01 F 589,900.00 ZZ 360 589,900.00 1 5.8750 3489.48 80 5.6250 3489.48 SAN MARCOS CA 92078 2 02/03/05 00 0423197276 03 04/01/05 0.0000 0423197276 O 03/01/35 0 9808913 E22/G01 F 59,650.00 ZZ 360 59,650.00 1 6.2500 367.28 40 6.0000 367.28 NEW ORLEANS LA 70127 2 02/09/05 00 0423236223 05 04/01/05 0.0000 0423236223 O 03/01/35 0 9809077 E22/G01 F 164,500.00 ZZ 360 164,500.00 1 6.2500 856.77 79 6.0000 856.77 CEDAR HILL MO 63016 2 02/08/05 00 0423001379 03 04/01/05 0.0000 0423001379 O 03/01/35 0 9809115 E22/G01 F 440,000.00 ZZ 360 440,000.00 1 5.7500 2567.72 60 5.5000 2567.72 SEATTLE WA 98199 1 02/07/05 00 0423047372 05 04/01/05 0.0000 0423047372 O 03/01/35 0 9809185 E22/G01 F 150,500.00 ZZ 360 150,500.00 1 5.8750 736.82 46 5.6250 736.82 CITRUS HEIGHTSCA 95621 5 02/07/05 00 0423356070 05 04/01/05 0.0000 0423356070 O 03/01/35 0 9809205 E82/G01 F 488,000.00 ZZ 360 488,000.00 1 5.8750 2886.71 57 5.6250 2886.71 AUBURN CA 95602 2 02/11/05 00 0401072012 03 04/01/05 0.0000 0401072012 O 03/01/35 0 9809213 E82/G01 F 495,400.00 ZZ 360 495,400.00 1 5.8750 2930.48 80 5.6250 2930.48 EDEN PRAIRIE MN 55347 2 02/11/05 00 0401067715 05 04/01/05 0.0000 0401067715 O 03/01/35 0 9809217 E82/G01 F 403,000.00 ZZ 360 403,000.00 1 5.6250 2319.90 71 5.3750 2319.90 TOWACO NJ 07082 2 02/11/05 00 0401066048 05 04/01/05 0.0000 0401066048 O 03/01/35 0 9809221 E82/G01 F 415,800.00 ZZ 360 415,800.00 1 5.7500 2426.50 59 5.5000 2426.50 BIXBY OK 74008 2 02/11/05 00 0401067285 03 04/01/05 0.0000 0401067285 O 03/01/35 0 9809223 E82/G01 F 516,400.00 ZZ 360 516,400.00 1 5.8750 3054.70 46 5.6250 3054.70 FREMONT CA 94539 5 02/11/05 00 0401077870 05 04/01/05 0.0000 0401077870 O 03/01/35 0 9809433 E82/G01 F 644,000.00 ZZ 360 644,000.00 1 5.8750 3809.51 76 5.6250 3809.51 BELMONT CA 94002 2 02/04/05 00 0401064076 05 04/01/05 0.0000 0401064076 O 03/01/35 0 9809437 E82/G01 F 401,750.00 ZZ 360 401,750.00 1 5.8750 2376.50 56 5.6250 2376.50 NORTHRIDGE CA 91324 2 02/04/05 00 0401062815 05 04/01/05 0.0000 0401062815 O 03/01/35 0 9809441 E82/G01 F 465,000.00 ZZ 360 465,000.00 1 5.8750 2750.66 67 5.6250 2750.66 GRANITE BAY CA 95746 2 02/04/05 00 0401065438 05 04/01/05 0.0000 0401065438 O 03/01/35 0 9810329 E82/G01 F 369,000.00 ZZ 360 369,000.00 1 5.8750 2182.78 55 5.6250 2182.78 ROCKVILLE CENTNY 11570 2 02/07/05 00 0401048210 05 04/01/05 0.0000 0401048210 O 03/01/35 0 9810333 E82/G01 F 319,900.00 ZZ 360 319,900.00 1 5.8750 1892.33 64 5.6250 1892.33 CAVE CREEK AZ 85331 2 02/07/05 00 0401065115 03 04/01/05 0.0000 0401065115 O 03/01/35 0 9811775 N16/G01 F 710,000.00 ZZ 360 709,240.97 1 5.6250 4087.16 48 5.3750 4087.16 MANHATTAN BEACCA 90266 2 02/09/05 00 0438975724 05 03/15/05 0.0000 178588868 O 02/15/35 0 9811987 F01/G01 F 382,000.00 ZZ 360 382,000.00 1 5.7500 1830.42 77 5.5000 1830.42 ESCONDIDO CA 92025 2 02/02/05 00 0438969594 03 04/01/05 0.0000 41050037 O 03/01/35 0 9812791 Y26/G01 F 510,000.00 ZZ 360 510,000.00 1 5.7500 2976.22 65 5.5000 2976.22 WEST COVINA CA 91791 2 02/02/05 00 0438969958 05 04/01/05 0.0000 1 O 03/01/35 0 9812827 696/G01 F 480,000.00 ZZ 360 480,000.00 1 5.7500 2300.00 66 5.5000 2300.00 GREAT FALLS VA 22066 5 02/09/05 00 0438938425 03 04/01/05 0.0000 25105025 O 03/01/35 0 9813105 E22/G01 F 402,000.00 ZZ 360 402,000.00 1 6.0000 2010.00 70 5.7500 2010.00 EL CERRITO CA 94530 2 02/04/05 00 0423194208 05 04/01/05 0.0000 0423194208 O 03/01/35 0 9813143 E22/G01 F 440,800.00 ZZ 360 440,800.00 1 5.7500 2572.39 80 5.5000 2572.39 WEST DES MOINEIA 50265 2 02/10/05 00 0423211622 05 04/01/05 0.0000 0423211622 O 03/01/35 0 9813159 E22/G01 F 165,000.00 ZZ 360 165,000.00 1 5.8750 976.04 45 5.6250 976.04 ROSEMEAD CA 91770 2 02/04/05 00 0423227412 05 04/01/05 0.0000 0423227412 O 03/01/35 0 9813221 E22/G01 F 104,720.00 ZZ 360 104,720.00 1 5.7500 611.12 80 5.5000 611.12 CALERA AL 35040 1 02/15/05 00 0423089952 03 04/01/05 0.0000 0423089952 O 03/01/35 0 9813225 E22/G01 F 192,000.00 ZZ 360 192,000.00 1 5.8750 940.00 55 5.6250 940.00 SHELBY TOWNSHIMI 48316 2 02/10/05 00 0423101252 29 04/01/05 0.0000 0423101252 O 03/01/35 0 9813321 E22/G01 F 437,824.00 ZZ 360 437,824.00 1 5.8750 2143.51 80 5.6250 2143.51 HUME VA 22639 1 02/15/05 00 0422936344 05 04/01/05 0.0000 0422936344 O 03/01/35 0 9813411 E22/G01 F 143,500.00 ZZ 360 143,500.00 1 5.8750 848.86 36 5.6250 848.86 UNION WA 98592 2 02/04/05 00 0423324011 05 04/01/05 0.0000 0423324011 O 03/01/35 0 9814883 E33/G01 F 650,000.00 ZZ 360 650,000.00 1 5.5000 2979.17 32 5.2500 2979.17 HIGHLAND PARK IL 60035 2 02/11/05 00 0438979502 05 04/01/05 0.0000 85336 O 03/01/35 0 9814925 L01/G01 F 735,000.00 ZZ 360 735,000.00 1 5.6250 3445.31 70 5.3750 3445.31 SCOTTSDALE AZ 85260 2 02/09/05 00 0438977274 03 04/01/05 0.0000 19084994 O 03/01/35 0 9815297 E22/G01 F 460,000.00 ZZ 360 460,000.00 1 5.8750 2721.07 79 5.6250 2721.07 DALY CITY CA 94015 2 02/02/05 00 0423206705 05 04/01/05 0.0000 0423206705 O 03/01/35 0 9815299 E22/G01 F 324,240.00 ZZ 360 324,240.00 1 5.7500 1892.18 80 5.5000 1892.18 SOUTH BEND IN 46614 2 02/11/05 00 0423206762 05 04/01/05 0.0000 0423206762 O 03/01/35 0 9815605 L21/G01 F 440,000.00 ZZ 240 440,000.00 1 5.9900 3149.76 69 5.7400 3149.76 JACKSON NJ 08527 5 02/03/05 00 0438975203 05 04/01/05 0.0000 28503969 O 03/01/25 0 9815669 N74/G01 F 172,500.00 ZZ 360 172,328.28 1 6.0000 1034.22 61 5.7500 1034.22 VIRGINIA BEACHVA 23453 5 01/28/05 00 0438974115 05 03/02/05 0.0000 0035790010 O 02/02/35 0 9815793 D03/D03 F 521,600.00 ZZ 360 521,600.00 1 5.7500 3043.92 80 5.5000 3043.92 CAMPBELL CA 95008 1 02/09/05 00 1050005013 03 04/01/05 0.0000 1050005013 O 03/01/35 0 9815801 Z03/Z03 F 498,668.00 ZZ 360 498,668.00 1 6.0000 2989.77 80 5.7500 2989.77 THE VILLAGES FL 32162 1 02/12/05 00 1068014530 05 04/01/05 0.0000 1068014530 O 03/01/35 0 9815893 E33/G01 F 582,000.00 ZZ 360 582,000.00 1 5.5000 3304.54 64 5.2500 3304.54 LAKE FOREST IL 60045 2 02/11/05 00 0438974883 05 04/01/05 0.0000 85332 O 03/01/35 0 9815987 L21/G01 F 587,000.00 ZZ 360 587,000.00 1 5.8750 3472.33 68 5.6250 3472.33 ATLANTA GA 30306 2 02/07/05 00 0438976128 05 04/01/05 0.0000 26503958 O 03/01/35 0 9816371 E22/G01 F 500,000.00 ZZ 360 500,000.00 1 5.7500 2917.86 67 5.5000 2917.86 SAN JOSE CA 95128 1 02/07/05 00 0422992719 05 04/01/05 0.0000 0422992719 O 03/01/35 0 9816525 E22/U57 F 381,000.00 ZZ 360 381,000.00 1 5.8750 2253.76 72 5.6250 2253.76 AMERICAN CANYOCA 94503 5 02/10/05 00 0423292028 05 04/01/05 0.0000 0423292028 O 03/01/35 0 9816561 E22/G01 F 470,000.00 ZZ 360 470,000.00 1 5.8750 2780.23 66 5.6250 2780.23 VALLEJO CA 94591 5 02/11/05 00 0423371590 05 04/01/05 0.0000 0423371590 O 03/01/35 0 9816593 E82/G01 F 456,800.00 ZZ 360 456,800.00 1 5.6250 2629.60 61 5.3750 2629.60 GIG HARBOR WA 98335 2 02/16/05 00 0401056072 05 04/01/05 0.0000 0401056072 O 03/01/35 0 9816595 E82/G01 F 283,500.00 ZZ 360 283,500.00 1 5.8750 1677.01 90 5.6250 1677.01 TOMS RIVER NJ 08755 2 02/16/05 04 0401079975 05 04/01/05 25.0000 0401079975 O 03/01/35 0 9817541 E82/G01 F 546,200.00 ZZ 360 546,200.00 1 5.8750 3230.99 56 5.6250 3230.99 CHARLESTON SC 29401 2 02/10/05 00 0401064167 05 04/01/05 0.0000 0401064167 O 03/01/35 0 9817885 E33/G01 F 650,000.00 ZZ 360 650,000.00 1 5.5000 3690.63 30 5.2500 3690.63 HIGHLAND PARK IL 60035 2 02/16/05 00 0438985285 05 04/01/05 0.0000 85334 O 03/01/35 0 9817971 E82/G01 F 450,000.00 ZZ 360 450,000.00 1 5.8750 2661.93 53 5.6250 2661.93 WAYZATA MN 55391 5 02/10/05 00 0401069216 05 04/01/05 0.0000 0401069216 O 03/01/35 0 9817993 550/550 F 650,000.00 T 360 650,000.00 1 5.7500 3793.23 48 5.5000 3793.23 BODEGA BAY CA 94923 1 02/03/05 00 120753392 05 04/01/05 0.0000 120753392 O 03/01/35 0 9818077 E22/G01 F 400,000.00 ZZ 360 400,000.00 1 5.6250 2302.63 77 5.3750 2302.63 LONG BEACH NY 11561 1 02/18/05 00 0422965756 05 04/01/05 0.0000 0422965756 O 03/01/35 0 9818233 E22/G01 F 601,250.00 ZZ 360 601,250.00 1 5.7500 3508.73 67 5.5000 3508.73 WINCHESTER MA 01890 5 02/14/05 00 0423182138 05 04/01/05 0.0000 0423182138 O 03/01/35 0 9818305 E22/G01 F 910,000.00 T 360 910,000.00 1 6.0000 4550.00 70 5.7500 4550.00 CORONADO CA 92118 1 02/18/05 00 0423263276 01 04/01/05 0.0000 0423263276 O 03/01/35 0 9818333 E22/G01 F 500,000.00 ZZ 360 500,000.00 1 5.6250 2878.28 58 5.3750 2878.28 KILDEER IL 60047 1 02/22/05 00 0423283563 03 04/01/05 0.0000 0423283563 O 03/01/35 0 9819151 Q30/G01 F 225,000.00 ZZ 360 224,765.09 2 5.7500 1313.04 53 5.5000 1313.04 CORONA NY 11368 2 01/31/05 00 0438977720 05 03/01/05 0.0000 40038718 O 02/01/35 0 9819217 W68/G01 F 439,000.00 ZZ 360 438,562.97 1 6.0000 2632.03 60 5.7500 2632.03 PARSIPPANY NJ 07054 2 01/24/05 00 0438976193 05 03/01/05 0.0000 4121653 O 02/01/35 0 9819247 E33/G01 F 496,900.00 ZZ 360 496,900.00 1 5.5000 2821.35 65 5.2500 2821.35 LAKE FOREST IL 60045 2 02/17/05 00 0438974503 05 04/01/05 0.0000 85341 O 03/01/35 0 9819373 E82/G01 F 383,000.00 ZZ 360 383,000.00 1 5.7500 2235.09 73 5.5000 2235.09 LEBANON OR 97355 2 02/18/05 00 0401079926 05 04/01/05 0.0000 0401079926 O 03/01/35 0 9819381 E82/G01 F 500,700.00 ZZ 360 500,700.00 1 5.7500 2921.95 52 5.5000 2921.95 PERRYSBURG OH 43551 2 02/18/05 00 0401058011 05 04/01/05 0.0000 0401058011 O 03/01/35 0 9819393 E82/G01 F 185,600.00 ZZ 360 185,600.00 1 5.8750 1097.89 78 5.6250 1097.89 UNIVERSITY PLAWA 98466 2 02/18/05 00 0401061056 05 04/01/05 0.0000 0401061056 O 03/01/35 0 9819421 E22/G01 F 62,116.00 ZZ 360 62,116.00 1 6.2500 382.46 67 6.0000 382.46 MEMPHIS TN 38118 2 02/16/05 00 0423147727 05 04/01/05 0.0000 0423147727 O 03/01/35 0 9819447 E22/G01 F 409,500.00 ZZ 360 409,500.00 1 5.8750 2422.35 65 5.6250 2422.35 LOS ANGELES CA 90038 5 02/10/05 00 0423171024 05 04/01/05 0.0000 0423171024 O 03/01/35 0 9819519 E22/G01 F 539,000.00 ZZ 360 539,000.00 1 5.7500 2582.71 79 5.5000 2582.71 SAMMAMISH WA 98075 2 02/15/05 00 0423328038 05 04/01/05 0.0000 0423328038 O 03/01/35 0 9819539 E22/G01 F 475,000.00 ZZ 360 475,000.00 1 5.7500 2771.97 54 5.5000 2771.97 DANVILLE CA 94506 5 02/11/05 00 0423349273 03 04/01/05 0.0000 0423349273 O 03/01/35 0 9819553 E22/U57 F 443,000.00 ZZ 360 443,000.00 1 5.7500 2585.23 60 5.5000 2585.23 ESCONDIDO CA 92029 5 02/15/05 00 0423358191 05 04/01/05 0.0000 0423358191 O 03/01/35 0 9819569 E22/G01 F 191,920.00 ZZ 360 191,920.00 1 5.8750 1135.28 80 5.6250 1135.28 TAMARAC FL 33321 1 02/18/05 00 0423368810 03 04/01/05 0.0000 0423368810 O 03/01/35 0 9819581 E22/U57 F 517,000.00 ZZ 360 517,000.00 1 5.8750 3058.25 72 5.6250 3058.25 SAN FRANCISCO CA 94112 2 02/14/05 00 0423373661 05 04/01/05 0.0000 0423373661 O 03/01/35 0 9819655 E22/G01 F 121,000.00 ZZ 360 121,000.00 1 6.0000 725.46 78 5.7500 725.46 MARSHALL NC 28753 2 02/21/05 00 0423223999 05 04/01/05 0.0000 0423223999 O 03/01/35 0 9819665 E22/G01 F 180,000.00 ZZ 360 180,000.00 1 5.7500 1050.43 66 5.5000 1050.43 DURANGO CO 81301 5 02/15/05 00 0423238997 05 04/01/05 0.0000 0423238997 O 03/01/35 0 9819795 E22/G01 F 170,000.00 ZZ 240 170,000.00 1 6.0000 1217.93 45 5.7500 1217.93 RIVER EDGE NJ 07661 5 02/14/05 00 0423087154 05 04/01/05 0.0000 0423087154 O 03/01/25 0 9819843 696/G01 F 592,000.00 ZZ 360 592,000.00 1 5.7500 2836.67 68 5.5000 2836.67 OAK HILL VA 20171 2 02/16/05 00 0438974404 03 04/01/05 0.0000 23305021 O 03/01/35 0 9819847 696/G01 F 435,000.00 ZZ 360 435,000.00 1 5.8750 2129.69 59 5.6250 2129.69 ARLINGTON VA 22205 2 02/16/05 00 0438974644 05 04/01/05 0.0000 25104284 O 03/01/35 0 9819855 E82/G01 F 345,500.00 ZZ 360 345,500.00 1 5.8750 2043.77 38 5.6250 2043.77 NORTH ANDOVER MA 01845 2 02/10/05 00 0401065610 05 04/01/05 0.0000 0401065610 O 03/01/35 0 9819859 E82/G01 F 389,700.00 ZZ 360 389,700.00 1 5.8750 2305.23 63 5.6250 2305.23 BERKELEY CA 94707 2 02/10/05 00 0401074828 05 04/01/05 0.0000 0401074828 O 03/01/35 0 9820009 E82/G01 F 257,000.00 ZZ 360 257,000.00 1 5.8750 1520.26 66 5.6250 1520.26 ROSEVILLE CA 95678 2 02/16/05 00 0401079983 05 04/01/05 0.0000 0401079983 O 03/01/35 0 9820013 E82/G01 F 700,900.00 ZZ 360 700,900.00 1 5.6250 4034.76 76 5.3750 4034.76 SANTA CRUZ CA 95060 2 02/16/05 00 0401063540 05 04/01/05 0.0000 0401063540 O 03/01/35 0 9820015 E82/G01 F 275,000.00 ZZ 360 275,000.00 1 5.8750 1626.73 80 5.6250 1626.73 SEATTLE WA 98115 2 02/16/05 00 0401073606 05 04/01/05 0.0000 0401073606 O 03/01/35 0 9820203 E33/G01 F 421,000.00 ZZ 360 421,000.00 1 5.5000 2390.40 46 5.2500 2390.40 LAKE FOREST IL 60045 2 02/17/05 00 0438980641 05 04/01/05 0.0000 85338 O 03/01/35 0 9820271 U80/G01 F 568,000.00 ZZ 360 568,000.00 1 5.6250 3269.73 80 5.3750 3269.73 HARTWELL GA 30643 2 02/16/05 00 0438985038 05 04/01/05 0.0000 30017567 O 03/01/35 0 9820665 E22/G01 F 368,000.00 ZZ 360 368,000.00 1 5.6250 1725.00 76 5.3750 1725.00 SAMMAMISH WA 98074 2 02/17/05 00 0423383777 05 04/01/05 0.0000 0423383777 O 03/01/35 0 9820725 E22/G01 F 400,000.00 ZZ 360 400,000.00 2 6.2500 2462.87 80 6.0000 2462.87 GARFIELD NJ 07026 1 02/23/05 00 0422981076 05 04/01/05 0.0000 0422981076 O 03/01/35 0 9820737 E22/G01 F 455,000.00 ZZ 360 455,000.00 1 5.8750 2691.50 59 5.6250 2691.50 LAKE FOREST CA 92610 5 02/10/05 00 0423047828 03 04/01/05 0.0000 0423047828 O 03/01/35 0 9820801 E22/G01 F 292,720.00 ZZ 360 292,720.00 1 5.6250 1372.13 80 5.3750 1372.13 FORT MYERS FL 33901 1 02/23/05 00 0423136266 05 04/01/05 0.0000 0423136266 O 03/01/35 0 9820849 E22/G01 F 200,000.00 ZZ 360 200,000.00 1 5.8750 1183.08 67 5.6250 1183.08 BUXTON ME 04093 5 02/17/05 00 0423206804 05 04/01/05 0.0000 0423206804 O 03/01/35 0 9821027 696/G01 F 557,000.00 ZZ 360 557,000.00 1 5.7500 2668.96 60 5.5000 2668.96 ALEXANDRIA VA 22301 2 02/16/05 00 0438977175 05 04/01/05 0.0000 26105012 O 03/01/35 0 9821469 356/G01 F 387,967.00 ZZ 360 387,967.00 1 6.1250 2357.33 77 5.8750 2357.33 CAMERON PARK CA 95682 5 02/01/05 00 0438991002 05 04/01/05 0.0000 5041769 O 03/01/35 0 9821523 E33/G01 F 609,000.00 ZZ 360 609,000.00 1 5.5000 3457.84 67 5.2500 3457.84 LAKE BLUFF IL 60044 2 02/18/05 00 0438982738 05 04/01/05 0.0000 85347 O 03/01/35 0 9821555 356/G01 F 435,200.00 ZZ 360 435,200.00 1 6.0000 2609.25 80 5.7500 2609.25 CAMBRIA CA 93428 1 01/27/05 00 0438990871 05 04/01/05 0.0000 3112869 O 03/01/35 0 9822531 E22/G01 F 380,000.00 ZZ 360 380,000.00 1 5.8750 2247.84 80 5.6250 2247.84 JEFFERSONVILLEVT 05464 1 02/24/05 00 0422526186 05 04/01/05 0.0000 0422526186 O 03/01/35 0 9822623 E22/G01 F 134,950.00 ZZ 360 134,950.00 1 5.8750 660.69 69 5.6250 660.69 BONNEY LAKE WA 98390 2 02/17/05 00 0423337062 03 04/01/05 0.0000 0423337062 O 03/01/35 0 9822779 E22/G01 F 288,000.00 ZZ 360 288,000.00 1 5.8750 1410.00 64 5.6250 1410.00 SAN DIEGO CA 92129 5 02/16/05 00 0423103043 09 04/01/05 0.0000 0423103043 O 03/01/35 0 9822831 E22/G01 F 108,000.00 ZZ 360 108,000.00 1 6.1250 656.22 80 5.8750 656.22 BAKERSFIELD CA 93309 1 02/17/05 00 0423173905 05 04/01/05 0.0000 0423173905 O 03/01/35 0 9822861 E22/G01 F 387,200.00 ZZ 360 387,200.00 1 6.0000 2321.46 80 5.7500 2321.46 ACCOKEEK MD 20607 2 02/17/05 00 0423203694 05 04/01/05 0.0000 0423203694 O 03/01/35 0 9822867 E22/G01 F 185,000.00 ZZ 360 185,000.00 1 6.0000 925.00 80 5.7500 925.00 FRONT ROYAL VA 22642 2 02/18/05 00 0423210871 03 04/01/05 0.0000 0423210871 O 03/01/35 0 9822929 E22/G01 F 108,000.00 ZZ 360 108,000.00 1 6.1250 551.25 72 5.8750 551.25 OHATCHEE AL 36271 2 02/18/05 00 0423246743 05 04/01/05 0.0000 0423246743 O 03/01/35 0 9822947 E22/G01 F 435,000.00 ZZ 360 435,000.00 1 5.8750 2573.19 60 5.6250 2573.19 IRVINE CA 92603 2 02/14/05 00 0423258573 01 04/01/05 0.0000 0423258573 O 03/01/35 0 9823007 E22/G01 F 148,700.00 ZZ 360 148,700.00 1 5.7500 712.52 80 5.5000 712.52 SPANISH FORK UT 84660 1 02/23/05 00 0423298793 05 04/01/05 0.0000 0423298793 O 03/01/35 0 9823353 E82/G01 F 464,100.00 ZZ 360 464,100.00 1 5.8750 2745.33 70 5.6250 2745.33 WASHINGTON DC 20002 2 02/17/05 00 0401058128 05 04/01/05 0.0000 0401058128 O 03/01/35 0 9823367 253/253 F 445,250.00 ZZ 360 445,250.00 1 5.7500 2598.36 41 5.5000 2598.36 BOULDER CO 80301 2 02/16/05 00 372978 05 04/01/05 0.0000 372978 O 03/01/35 0 9824251 E33/G01 F 482,000.00 ZZ 360 482,000.00 1 5.5000 2736.75 62 5.2500 2736.75 LAKE FOREST IL 60045 2 02/23/05 00 0438983066 03 04/01/05 0.0000 85349 O 03/01/35 0 9824281 P44/G01 F 221,000.00 ZZ 360 221,000.00 1 6.2500 1151.04 63 6.0000 1151.04 EAST FALMOUTH MA 02536 2 02/17/05 00 0438981714 05 04/01/05 0.0000 1 O 03/01/35 0 9824409 E22/G01 F 982,000.00 ZZ 360 982,000.00 1 5.7500 5730.69 28 5.5000 5730.69 RANCHO MIRAGE CA 92270 2 02/18/05 00 0423415918 05 04/01/05 0.0000 0423415918 O 03/01/35 0 9824623 E22/G01 F 91,920.00 ZZ 360 91,920.00 1 6.2500 565.97 80 6.0000 565.97 NIXA MO 65714 1 02/25/05 00 0422610865 05 04/01/05 0.0000 0422610865 O 03/01/35 0 9824723 E22/G01 F 575,200.00 ZZ 360 575,200.00 1 5.7500 3356.71 80 5.5000 3356.71 SEATTLE WA 98126 1 02/16/05 00 0423195536 05 04/01/05 0.0000 0423195536 O 03/01/35 0 9824765 E22/G01 F 90,000.00 ZZ 360 90,000.00 1 6.2500 468.75 90 6.0000 468.75 BAY CITY MI 48706 2 02/19/05 04 0423148915 05 04/01/05 25.0000 0423148915 O 03/01/35 0 9824829 E22/G01 F 304,000.00 ZZ 360 304,000.00 1 5.8750 1798.27 80 5.6250 1798.27 FRESNO CA 93720 1 02/15/05 00 0423126945 05 04/01/05 0.0000 0423126945 O 03/01/35 0 9825433 E33/G01 F 608,000.00 ZZ 360 608,000.00 1 5.5000 2786.67 80 5.2500 2786.67 LAKE FOREST IL 60045 2 02/17/05 00 0438988305 03 04/01/05 0.0000 85335 O 03/01/35 0 9825493 E44/G01 F 625,000.00 ZZ 360 625,000.00 1 5.8750 3697.11 67 5.6250 3697.11 PLEASANT VIEW UT 84414 2 02/14/05 00 0438995870 05 04/01/05 0.0000 58040629 O 03/01/35 0 9825551 253/253 F 379,500.00 ZZ 360 379,500.00 1 5.7500 2214.66 75 5.5000 2214.66 ROCKWALL TX 75032 4 02/04/05 00 339445 05 04/01/05 0.0000 339445 O 03/01/35 0 9826137 E22/G01 F 145,000.00 ZZ 360 145,000.00 1 6.0000 869.35 66 5.7500 869.35 CITRUS HEIGHTSCA 95621 5 02/23/05 00 0423339050 09 04/01/05 0.0000 0423339050 O 03/01/35 0 9826169 E22/G01 F 415,000.00 ZZ 360 415,000.00 1 6.0000 2488.13 73 5.7500 2488.13 SOUTH RIVER NJ 08882 5 02/23/05 00 0423348499 05 04/01/05 0.0000 0423348499 O 03/01/35 0 9826229 E22/G01 F 220,500.00 ZZ 360 220,500.00 1 5.8750 1304.34 70 5.6250 1304.34 THURMONT MD 21788 5 02/23/05 00 0423362771 05 04/01/05 0.0000 0423362771 O 03/01/35 0 9826265 E22/G01 F 151,000.00 ZZ 360 151,000.00 1 6.0000 905.32 49 5.7500 905.32 SACRAMENTO CA 95822 5 02/23/05 00 0423379114 05 04/01/05 0.0000 0423379114 O 03/01/35 0 9826351 E22/G01 F 186,500.00 ZZ 360 186,500.00 1 5.8750 1103.22 54 5.6250 1103.22 FRESNO CA 93711 5 02/23/05 00 0423420728 05 04/01/05 0.0000 0423420728 O 03/01/35 0 9826355 E22/G01 F 275,000.00 ZZ 360 275,000.00 1 5.7500 1317.71 77 5.5000 1317.71 HARPERS FERRY WV 25425 5 02/22/05 00 0423421973 05 04/01/05 0.0000 0423421973 O 03/01/35 0 9826535 E22/G01 F 116,800.00 ZZ 360 116,800.00 1 6.0000 584.00 80 5.7500 584.00 SPANISH FORK UT 84660 2 02/17/05 00 0423090646 07 04/01/05 0.0000 0423090646 O 03/01/35 0 9826571 E22/G01 F 650,000.00 ZZ 360 650,000.00 1 5.8750 3845.00 41 5.6250 3845.00 HARRISON ID 83833 2 02/04/05 00 0423132323 05 04/01/05 0.0000 0423132323 O 03/01/35 0 9826581 E22/G01 F 362,000.00 ZZ 360 362,000.00 1 5.8750 2141.37 78 5.6250 2141.37 NORTH ANDOVER MA 01845 2 02/23/05 00 0423152842 05 04/01/05 0.0000 0423152842 O 03/01/35 0 9826585 E22/G01 F 190,000.00 ZZ 360 190,000.00 1 5.6250 1093.75 56 5.3750 1093.75 FRONT ROYAL VA 22630 5 02/22/05 00 0423154400 03 04/01/05 0.0000 0423154400 O 03/01/35 0 9826695 E22/G01 F 237,500.00 ZZ 360 237,500.00 1 5.7500 1385.99 78 5.5000 1385.99 PUEBLO CO 81005 1 02/28/05 00 0423226679 05 04/01/05 0.0000 0423226679 O 03/01/35 0 9826697 E22/G01 F 132,000.00 ZZ 360 132,000.00 1 5.8750 780.83 42 5.6250 780.83 INWOOD WV 25428 2 02/23/05 00 0423229764 03 04/01/05 0.0000 0423229764 O 03/01/35 0 9826735 E22/G01 F 387,000.00 ZZ 360 387,000.00 1 5.6250 2227.79 62 5.3750 2227.79 WASHINGTON DC 20012 5 02/22/05 00 0423255868 05 04/01/05 0.0000 0423255868 O 03/01/35 0 9826809 E22/G01 F 447,000.00 ZZ 360 447,000.00 1 6.0000 2679.99 62 5.7500 2679.99 ROUGH AND READCA 95975 5 02/22/05 00 0423270107 05 04/01/05 0.0000 0423270107 O 03/01/35 0 9826821 E22/G01 F 189,000.00 ZZ 360 189,000.00 1 5.7500 1102.95 49 5.5000 1102.95 ISSAQUAH WA 98027 2 02/22/05 00 0423280585 05 04/01/05 0.0000 0423280585 O 03/01/35 0 9826857 E22/G01 F 183,000.00 ZZ 360 183,000.00 1 5.8750 895.94 65 5.6250 895.94 SACRAMENTO CA 95838 2 02/16/05 00 0423299288 05 04/01/05 0.0000 0423299288 O 03/01/35 0 9827513 A52/G01 F 485,000.00 ZZ 360 485,000.00 1 6.0000 2907.82 72 5.7500 2907.82 SUWANEE GA 30024 2 02/25/05 00 0438988149 03 04/01/05 0.0000 32427 O 03/01/35 0 9827539 975/G01 F 548,000.00 ZZ 360 548,000.00 1 5.5000 3111.48 80 5.2500 3111.48 HACIENDA HEIGHCA 91745 1 02/10/05 00 0438993545 05 04/01/05 0.0000 2050297 O 03/01/35 0 9827647 E22/G01 F 153,900.00 ZZ 360 153,900.00 1 6.2500 947.59 90 6.0000 947.59 DECATUR TX 76234 2 02/24/05 10 0422831909 05 04/01/05 25.0000 0422831909 O 03/01/35 0 9827671 E22/G01 F 546,750.00 ZZ 360 546,750.00 1 5.8750 3234.23 75 5.6250 3234.23 BLOOMFIELD HILMI 48301 1 03/01/05 00 0422994640 05 04/01/05 0.0000 0422994640 O 03/01/35 0 9827731 E22/G01 F 732,000.00 ZZ 360 732,000.00 2 5.6250 3431.25 80 5.3750 3431.25 OAKLAND CA 94618 1 02/17/05 00 0423217967 05 04/01/05 0.0000 0423217967 O 03/01/35 0 9827771 E22/G01 F 140,500.00 ZZ 360 140,500.00 1 5.8750 831.11 48 5.6250 831.11 MIAMI FL 33183 5 02/24/05 00 0423270818 03 04/01/05 0.0000 0423270818 O 03/01/35 0 9827803 E22/G01 F 97,000.00 ZZ 360 97,000.00 1 5.8750 573.79 50 5.6250 573.79 MIDVALE UT 84047 1 02/23/05 00 0423303627 03 04/01/05 0.0000 0423303627 O 03/01/35 0 9827905 E22/G01 F 379,000.00 ZZ 360 379,000.00 1 5.7500 1816.04 68 5.5000 1816.04 SEATTLE WA 98144 5 02/22/05 00 0423400266 05 04/01/05 0.0000 0423400266 O 03/01/35 0 9827923 E22/G01 F 350,000.00 ZZ 360 350,000.00 1 6.1250 2126.64 73 5.8750 2126.64 WEST CALDWELL NJ 07006 1 03/01/05 00 0423434224 05 04/01/05 0.0000 0423434224 O 03/01/35 0 9828433 253/253 F 343,600.00 ZZ 360 343,600.00 1 5.8750 2032.53 94 5.6250 2032.53 ROYAL PALM BEAFL 33411 4 02/10/05 19 334412 05 04/01/05 30.0000 334412 O 03/01/35 0 9828547 E22/G01 F 134,000.00 ZZ 360 134,000.00 2 5.8750 792.66 80 5.6250 792.66 NEW ORLEANS LA 70117 1 02/28/05 00 0423453901 05 04/01/05 0.0000 0423453901 O 03/01/35 0 9828683 E22/G01 F 160,000.00 ZZ 360 160,000.00 1 5.6250 921.05 80 5.3750 921.05 SANTA FE NM 87505 2 02/25/05 00 0423249036 03 04/01/05 0.0000 0423249036 O 03/01/35 0 9829989 E22/G01 F 102,000.00 ZZ 360 102,000.00 1 6.0000 611.54 80 5.7500 611.54 E DUBLIN GA 31027 1 03/03/05 00 0423194638 05 04/01/05 0.0000 0423194638 O 03/01/35 0 Total Number of Loans 607 Total Original Balance 261,104,695.00 Total Principal Balance 260,859,541.89 Total Original P+I 1,454,353.88 Total Current P+I 1,454,311.79 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 9495940 0.2500 579492.02 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9529153 0.2500 330962.57 0.0800 6.5000 0.0000 6.2500 0.0000 6.1700 5.5000 0.6700 9534768 0.2500 469500.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9545190 0.2500 472949.39 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9549943 0.2500 206954.24 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9554434 0.2500 930413.88 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9554656 0.2500 610089.82 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9558739 0.2500 105901.99 0.0800 6.3750 0.0000 6.1250 0.0000 6.0450 5.5000 0.5450 9560096 0.2500 368439.92 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9561478 0.2500 403000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9562918 0.2500 439906.92 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9564074 0.2500 345000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9575351 0.2500 159693.07 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9577154 0.2500 568000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9578118 0.2500 506110.92 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9585402 0.2500 374000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9586264 0.2500 411334.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9587066 0.2500 649980.28 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9588710 0.2500 730000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9592433 0.2500 157224.31 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9595586 0.2500 375000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9595856 0.2500 592000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9595858 0.2500 385000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9600970 0.2500 518000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9602170 0.2500 465000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9605824 0.2500 450000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9607072 0.2500 489045.05 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9607082 0.2500 537898.23 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9607094 0.2500 461498.05 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9607110 0.2500 511025.85 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9609776 0.2500 437100.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9609800 0.2500 650000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9612956 0.2500 473973.65 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9612960 0.2500 765000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9613262 0.2500 506400.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9614316 0.2500 500000.00 0.0300 5.3750 0.0000 5.1250 0.0000 5.0950 5.0950 0.0000 9614332 0.2500 400000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9614429 0.2500 181486.20 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9616328 0.2500 500000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9616330 0.2500 840000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9616340 0.2500 506982.59 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9618756 0.2500 528000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9618762 0.2500 425000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9618764 0.2500 576000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9622575 0.2500 176904.21 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9623216 0.2500 374000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9626615 0.2500 417640.31 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9626679 0.2500 396993.99 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9629556 0.2500 510000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631326 0.2500 697499.81 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631328 0.2500 751389.45 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631330 0.2500 403557.80 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631332 0.2500 414566.71 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631334 0.2500 543859.25 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631336 0.2500 648606.96 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631338 0.2500 634321.14 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631340 0.2500 498627.03 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631342 0.2500 399562.17 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631344 0.2500 508992.27 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631346 0.2500 500875.39 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631348 0.2500 459037.16 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631350 0.2500 543418.43 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631352 0.2500 599742.04 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631354 0.2500 380202.53 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631356 0.2500 449530.17 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631358 0.2500 533442.47 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631360 0.2500 449035.60 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631362 0.2500 482418.67 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631364 0.2500 668929.05 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631366 0.2500 528837.12 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631368 0.2500 498928.43 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631370 0.2500 531444.56 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631372 0.2500 549412.02 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631374 0.2500 515461.26 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631376 0.2500 415555.27 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631378 0.2500 668198.45 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631380 0.2500 601356.43 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631382 0.2500 399142.74 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631384 0.2500 439057.02 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631386 0.2500 499673.93 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631390 0.2500 389164.18 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631392 0.2500 860851.11 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631394 0.2500 489972.28 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631396 0.2500 598714.11 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631398 0.2500 443170.44 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631400 0.2500 379185.62 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631402 0.2500 449035.59 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631404 0.2500 399162.76 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631406 0.2500 666601.78 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631408 0.2500 778367.36 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631410 0.2500 598714.11 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631412 0.2500 753419.68 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631414 0.2500 452051.81 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631416 0.2500 533906.41 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9631420 0.2500 738376.34 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631424 0.2500 506333.81 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631426 0.2500 381591.62 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631428 0.2500 510876.61 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631430 0.2500 525950.30 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631432 0.2500 415129.26 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631434 0.2500 424556.28 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631438 0.2500 369243.69 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9631440 0.2500 611345.73 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631442 0.2500 441216.54 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631444 0.2500 761325.88 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631446 0.2500 362720.97 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631448 0.2500 409141.81 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631450 0.2500 547239.24 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631452 0.2500 515435.21 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631454 0.2500 356216.69 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631456 0.2500 523874.85 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631458 0.2500 473957.78 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631460 0.2500 496955.46 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631462 0.2500 649321.36 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631464 0.2500 360157.40 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9631466 0.2500 419099.88 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631468 0.2500 498454.48 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631470 0.2500 379204.60 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631472 0.2500 374599.10 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631474 0.2500 464026.71 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631476 0.2500 359615.14 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9631478 0.2500 649321.36 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631480 0.2500 449530.17 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9631482 0.2500 469509.29 0.0300 5.7500 0.0000 5.5000 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0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9809221 0.2500 415800.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9809223 0.2500 516400.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9809433 0.2500 644000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9809437 0.2500 401750.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9809441 0.2500 465000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9810329 0.2500 369000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9810333 0.2500 319900.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9811775 0.2500 709240.97 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9811987 0.2500 382000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9812791 0.2500 510000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9812827 0.2500 480000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9813105 0.2500 402000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9813143 0.2500 440800.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9813159 0.2500 165000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9813221 0.2500 104720.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9813225 0.2500 192000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9813321 0.2500 437824.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9813411 0.2500 143500.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9814883 0.2500 650000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9814925 0.2500 735000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9815297 0.2500 460000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9815299 0.2500 324240.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9815605 0.2500 440000.00 0.0800 5.9900 0.0000 5.7400 0.0000 5.6600 5.5000 0.1600 9815669 0.2500 172328.28 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9815793 0.2500 521600.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9815801 0.2500 498668.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9815893 0.2500 582000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9815987 0.2500 587000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9816371 0.2500 500000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9816525 0.2500 381000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9816561 0.2500 470000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9816593 0.2500 456800.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9816595 0.2500 283500.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9817541 0.2500 546200.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9817885 0.2500 650000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9817971 0.2500 450000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9817993 0.2500 650000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9818077 0.2500 400000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9818233 0.2500 601250.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9818305 0.2500 910000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9818333 0.2500 500000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9819151 0.2500 224765.09 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9819217 0.2500 438562.97 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9819247 0.2500 496900.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9819373 0.2500 383000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9819381 0.2500 500700.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9819393 0.2500 185600.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9819421 0.2500 62116.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9819447 0.2500 409500.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9819519 0.2500 539000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9819539 0.2500 475000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9819553 0.2500 443000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9819569 0.2500 191920.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9819581 0.2500 517000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9819655 0.2500 121000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9819665 0.2500 180000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9819795 0.2500 170000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9819843 0.2500 592000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9819847 0.2500 435000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9819855 0.2500 345500.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9819859 0.2500 389700.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9820009 0.2500 257000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9820013 0.2500 700900.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9820015 0.2500 275000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9820203 0.2500 421000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9820271 0.2500 568000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9820665 0.2500 368000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9820725 0.2500 400000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9820737 0.2500 455000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9820801 0.2500 292720.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9820849 0.2500 200000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9821027 0.2500 557000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9821469 0.2500 387967.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9821523 0.2500 609000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9821555 0.2500 435200.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9822531 0.2500 380000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9822623 0.2500 134950.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9822779 0.2500 288000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9822831 0.2500 108000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9822861 0.2500 387200.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9822867 0.2500 185000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9822929 0.2500 108000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9822947 0.2500 435000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9823007 0.2500 148700.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9823353 0.2500 464100.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9823367 0.2500 445250.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9824251 0.2500 482000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9824281 0.2500 221000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9824409 0.2500 982000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9824623 0.2500 91920.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9824723 0.2500 575200.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9824765 0.2500 90000.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9824829 0.2500 304000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9825433 0.2500 608000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9825493 0.2500 625000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9825551 0.2500 379500.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9826137 0.2500 145000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9826169 0.2500 415000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9826229 0.2500 220500.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9826265 0.2500 151000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9826351 0.2500 186500.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9826355 0.2500 275000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9826535 0.2500 116800.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9826571 0.2500 650000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9826581 0.2500 362000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9826585 0.2500 190000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9826695 0.2500 237500.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9826697 0.2500 132000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9826735 0.2500 387000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9826809 0.2500 447000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9826821 0.2500 189000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9826857 0.2500 183000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9827513 0.2500 485000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 9827539 0.2500 548000.00 0.0300 5.5000 0.0000 5.2500 0.0000 5.2200 5.2200 0.0000 9827647 0.2500 153900.00 0.0800 6.2500 0.0000 6.0000 0.0000 5.9200 5.5000 0.4200 9827671 0.2500 546750.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9827731 0.2500 732000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9827771 0.2500 140500.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9827803 0.2500 97000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9827905 0.2500 379000.00 0.0300 5.7500 0.0000 5.5000 0.0000 5.4700 5.4700 0.0000 9827923 0.2500 350000.00 0.0800 6.1250 0.0000 5.8750 0.0000 5.7950 5.5000 0.2950 9828433 0.2500 343600.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9828547 0.2500 134000.00 0.0800 5.8750 0.0000 5.6250 0.0000 5.5450 5.5000 0.0450 9828683 0.2500 160000.00 0.0300 5.6250 0.0000 5.3750 0.0000 5.3450 5.3450 0.0000 9829989 0.2500 102000.00 0.0800 6.0000 0.0000 5.7500 0.0000 5.6700 5.5000 0.1700 Total Number of Loans: 607 Total Original Balance: 261,104,695.00 Total Principal Balance: 260,859,541.89 Total Original P+I: 1,454,353.88 Total Current P+I: 1,454,311.79 EXHIBIT TWO SCHEDULE OF DISCOUNT FRACTIONS (Available Upon Request) Schedule of Discount Fractions Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 9534768 $469,500.00 5.470% .5455% $2,560.91 9545190 $472,949.39 5.345% 2.8182% $13,328.57 9554656 $610,089.82 5.470% .5455% $3,327.76 9560096 $368,439.92 5.470% .5455% $2,009.67 9561478 $403,000.00 5.470% .5455% $2,198.18 9562918 $439,906.92 5.470% .5455% $2,399.49 9577154 $568,000.00 5.470% .5455% $3,098.18 9585402 $374,000.00 5.470% .5455% $2,040.00 9588710 $730,000.00 5.470% .5455% $3,981.82 9595856 $592,000.00 5.470% .5455% $3,229.09 9595858 $385,000.00 5.470% .5455% $2,100.00 9605824 $450,000.00 5.470% .5455% $2,454.55 9609800 $650,000.00 5.470% .5455% $3,545.45 9612956 $473,973.65 5.470% .5455% $2,585.31 9612960 $765,000.00 5.470% .5455% $4,172.73 9613262 $506,400.00 5.470% .5455% $2,762.18 9614316 $500,000.00 5.095% 7.3636% $36,818.18 9614332 $400,000.00 5.470% .5455% $2,181.82 9618762 $425,000.00 5.470% .5455% $2,318.18 9629556 $510,000.00 5.470% .5455% $2,781.82 9631326 $697,499.81 5.345% 2.8182% $19,656.81 9631328 $751,389.45 5.470% .5455% $4,098.49 9631330 $403,557.80 5.220% 5.0909% $20,544.76 9631332 $414,566.71 5.470% .5455% $2,261.27 9631334 $543,859.25 5.470% .5455% $2,966.51 9631336 $648,606.96 5.345% 2.8182% $18,278.92 9631338 $634,321.14 5.345% 2.8182% $17,876.32 9631340 $498,627.03 5.345% 2.8182% $14,052.22 9631342 $399,562.17 5.220% 5.0909% $20,341.35 9631344 $508,992.27 5.220% 5.0909% $25,912.33 9631346 $500,875.39 5.470% .5455% $2,732.05 9631348 $459,037.16 5.470% .5455% $2,503.84 9631350 $543,418.43 5.345% 2.8182% $15,314.52 9631352 $599,742.04 5.470% .5455% $3,271.32 9631354 $380,202.53 5.470% .5455% $2,073.83 9631356 $449,530.17 5.470% .5455% $2,451.98 9631358 $533,442.47 5.470% .5455% $2,909.69 9631360 $449,035.60 5.345% 2.8182% $12,654.64 9631362 $482,418.67 5.220% 5.0909% $24,559.50 9631364 $668,929.05 5.220% 5.0909% $34,054.57 9631366 $528,837.12 5.220% 5.0909% $26,922.62 9631368 $498,928.43 5.345% 2.8182% $14,060.71 9631370 $531,444.56 5.470% .5455% $2,898.79 9631372 $549,412.02 5.345% 2.8182% $15,483.43 9631374 $515,461.26 5.470% .5455% $2,811.61 9631376 $415,555.27 5.345% 2.8182% $11,711.10 9631378 $668,198.45 5.470% .5455% $3,644.72 9631380 $601,356.43 5.345% 2.8182% $16,947.32 9631382 $399,142.74 5.345% 2.8182% $11,248.57 9631384 $439,057.02 5.345% 2.8182% $12,373.43 9631386 $499,673.93 5.470% .5455% $2,725.49 9631390 $389,164.18 5.345% 2.8182% $10,967.35 9631392 $860,851.11 5.345% 2.8182% $24,260.35 9631394 $489,972.28 5.470% .5455% $2,672.58 9631396 $598,714.11 5.345% 2.8182% $16,872.85 9631398 $443,170.44 5.470% .5455% $2,417.29 9631400 $379,185.62 5.345% 2.8182% $10,686.14 9631402 $449,035.59 5.345% 2.8182% $12,654.64 9631404 $399,162.76 5.470% .5455% $2,177.25 9631406 $666,601.78 5.470% .5455% $3,636.01 9631408 $778,367.36 5.470% .5455% $4,245.64 9631410 $598,714.11 5.345% 2.8182% $16,872.85 9631412 $753,419.68 5.470% .5455% $4,109.56 9631414 $452,051.81 5.470% .5455% $2,465.74 9631420 $738,376.34 5.220% 5.0909% $37,590.07 9631424 $506,333.81 5.345% 2.8182% $14,269.41 9631426 $381,591.62 5.345% 2.8182% $10,753.95 9631428 $510,876.61 5.220% 5.0909% $26,008.26 9631430 $525,950.30 5.470% .5455% $2,868.82 9631432 $415,129.26 5.470% .5455% $2,264.34 9631434 $424,556.28 5.470% .5455% $2,315.76 9631440 $611,345.73 5.345% 2.8182% $17,228.83 9631442 $441,216.54 5.220% 5.0909% $22,461.93 9631444 $761,325.88 5.220% 5.0909% $38,758.41 9631446 $362,720.97 5.345% 2.8182% $10,222.14 9631448 $409,141.81 5.470% .5455% $2,231.68 9631450 $547,239.24 5.345% 2.8182% $15,422.20 9631452 $515,435.21 5.220% 5.0909% $26,240.34 9631454 $356,216.69 5.220% 5.0909% $18,134.67 9631456 $523,874.85 5.345% 2.8182% $14,763.75 9631458 $473,957.78 5.220% 5.0909% $24,128.76 9631460 $496,955.46 5.220% 5.0909% $25,299.55 9631462 $649,321.36 5.470% .5455% $3,541.75 9631464 $360,157.40 5.220% 5.0909% $18,335.29 9631466 $419,099.88 5.345% 2.8182% $11,811.00 9631468 $498,454.48 5.470% .5455% $2,718.84 9631470 $379,204.60 5.470% .5455% $2,068.39 9631472 $374,599.10 5.345% 2.8182% $10,556.88 9631474 $464,026.71 5.470% .5455% $2,531.05 9631476 $359,615.14 5.345% 2.8182% $10,134.61 9631478 $649,321.36 5.470% .5455% $3,541.75 9631480 $449,530.17 5.470% .5455% $2,451.98 9631482 $469,509.29 5.470% .5455% $2,560.96 9631484 $464,003.45 5.345% 2.8182% $13,076.46 9631486 $499,465.47 5.345% 2.8182% $14,075.85 9631488 $548,299.20 5.220% 5.0909% $27,913.41 9631490 $599,343.27 5.220% 5.0909% $30,512.02 9631492 $483,482.57 5.345% 2.8182% $13,625.42 9631494 $498,953.44 5.470% .5455% $2,721.56 9631496 $376,596.97 5.345% 2.8182% $10,613.19 9631498 $449,518.93 5.345% 2.8182% $12,668.26 9631500 $523,452.91 5.470% .5455% $2,855.20 9631502 $368,115.26 5.470% .5455% $2,007.90 9631504 $838,156.93 5.220% 5.0909% $42,669.81 9631506 $498,928.43 5.345% 2.8182% $14,060.71 9631508 $397,584.46 5.470% .5455% $2,168.64 9631510 $484,469.14 5.220% 5.0909% $24,663.88 9631512 $539,436.21 5.470% .5455% $2,942.38 9631514 $489,349.00 5.345% 2.8182% $13,790.74 9631516 $458,021.30 5.470% .5455% $2,498.30 9631518 $716,750.88 5.470% .5455% $3,909.55 9631520 $455,512.51 5.345% 2.8182% $12,837.17 9631522 $391,159.90 5.345% 2.8182% $11,023.60 9631524 $382,350.38 5.470% .5455% $2,085.55 9631528 $489,488.41 5.470% .5455% $2,669.94 9631530 $549,425.77 5.470% .5455% $2,996.87 9631532 $374,215.08 5.470% .5455% $2,041.17 9631534 $559,387.05 5.220% 5.0909% $28,477.89 9631536 $504,460.13 5.345% 2.8182% $14,216.60 9631538 $559,387.05 5.220% 5.0909% $28,477.89 9631540 $398,765.70 5.470% .5455% $2,175.09 9631542 $522,351.37 5.220% 5.0909% $26,592.43 9631544 $419,309.44 5.345% 2.8182% $11,816.90 9631546 $507,456.92 5.345% 2.8182% $14,301.06 9631548 $379,593.76 5.345% 2.8182% $10,697.64 9631550 $583,318.26 5.220% 5.0909% $29,696.20 9631552 $391,081.47 5.345% 2.8182% $11,021.39 9631554 $494,911.72 5.220% 5.0909% $25,195.51 9631556 $424,083.12 5.345% 2.8182% $11,951.43 9631558 $404,567.03 5.345% 2.8182% $11,401.43 9631560 $472,009.95 5.470% .5455% $2,574.60 9631562 $448,531.22 5.470% .5455% $2,446.53 9631566 $529,433.40 5.345% 2.8182% $14,920.40 9631568 $499,477.97 5.470% .5455% $2,724.43 9631570 $726,240.97 5.470% .5455% $3,961.31 9631572 $420,039.74 5.220% 5.0909% $21,383.84 9631574 $509,454.78 5.345% 2.8182% $14,357.36 9631576 $569,376.10 5.220% 5.0909% $28,986.42 9631578 $538,260.20 5.220% 5.0909% $27,402.34 9631580 $507,469.62 5.470% .5455% $2,768.02 9631582 $382,580.79 5.220% 5.0909% $19,476.84 9631584 $439,518.40 5.220% 5.0909% $22,375.48 9631586 $499,452.72 5.220% 5.0909% $25,426.68 9631590 $449,035.60 5.345% 2.8182% $12,654.64 9631592 $446,710.52 5.220% 5.0909% $22,741.63 9631594 $476,951.21 5.220% 5.0909% $24,281.15 9631596 $478,971.29 5.345% 2.8182% $13,498.28 9631598 $407,563.82 5.345% 2.8182% $11,485.89 9631600 $415,633.74 5.095% 7.3636% $30,605.76 9631602 $435,522.77 5.220% 5.0909% $22,172.07 9631604 $442,015.65 5.220% 5.0909% $22,502.61 9631606 $412,064.99 5.345% 2.8182% $11,612.74 9631608 $474,005.77 5.470% .5455% $2,585.49 9631610 $457,448.95 5.220% 5.0909% $23,288.31 9631612 $399,142.74 5.345% 2.8182% $11,248.57 9631614 $543,432.03 5.470% .5455% $2,964.17 9631616 $469,367.88 5.220% 5.0909% $23,895.09 9636306 $556,500.00 5.470% .5455% $3,035.45 9638400 $459,000.00 5.470% .5455% $2,503.64 9639326 $503,000.00 5.470% .5455% $2,743.64 9642594 $650,000.00 5.470% .5455% $3,545.45 9649644 $450,200.00 5.345% 2.8182% $12,687.45 9651640 $478,400.00 5.470% .5455% $2,609.45 9651674 $399,582.38 5.470% .5455% $2,179.54 9657112 $457,700.00 5.470% .5455% $2,496.55 9658058 $596,000.00 5.470% .5455% $3,250.91 9659334 $520,000.00 5.470% .5455% $2,836.36 9659533 $462,400.00 5.345% 2.8182% $13,031.27 9660050 $546,000.00 5.470% .5455% $2,978.18 9660648 $492,000.00 5.470% .5455% $2,683.64 9660650 $643,600.00 5.345% 2.8182% $18,137.82 9661154 $685,000.00 5.470% .5455% $3,736.36 9661952 $500,000.00 5.345% 2.8182% $14,090.91 9666162 $640,000.00 5.470% .5455% $3,490.91 9666172 $460,000.00 5.220% 5.0909% $23,418.18 9694917 $151,200.00 5.345% 2.8182% $4,261.09 9695035 $399,873.87 5.470% .5455% $2,181.13 9696867 $188,216.94 5.470% .5455% $1,026.64 9703369 $489,450.00 5.220% 5.0909% $24,917.45 9709979 $189,710.42 5.470% .5455% $1,034.78 9713049 $630,625.00 5.345% 2.8182% $17,772.16 9716803 $398,824.62 5.345% 2.8182% $11,239.60 9718091 $526,338.28 5.470% .5455% $2,870.94 9722239 $475,000.00 5.345% 2.8182% $13,386.36 9724421 $500,000.00 5.345% 2.8182% $14,090.91 9725947 $983,000.00 5.470% .5455% $5,361.82 9725985 $395,500.00 5.470% .5455% $2,157.27 9728515 $199,947.93 5.345% 2.8182% $5,634.90 9729281 $789,507.40 5.470% .5455% $4,306.40 9733661 $543,200.00 5.345% 2.8182% $15,308.36 9735381 $389,782.42 5.470% .5455% $2,126.09 9735419 $490,451.57 5.470% .5455% $2,675.19 9736463 $407,000.00 5.470% .5455% $2,220.00 9747607 $380,000.00 5.470% .5455% $2,072.73 9747777 $199,000.00 5.470% .5455% $1,085.45 9749139 $997,906.87 5.470% .5455% $5,443.13 9749143 $376,210.89 5.470% .5455% $2,052.06 9750665 $431,250.00 5.470% .5455% $2,352.27 9751457 $372,998.90 5.345% 2.8182% $10,511.79 9758537 $393,588.64 5.470% .5455% $2,146.85 9762329 $438,748.68 5.470% .5455% $2,393.17 9762777 $589,264.01 5.470% .5455% $3,214.17 9762861 $648,606.96 5.345% 2.8182% $18,278.92 9772239 $499,477.97 5.470% .5455% $2,724.43 9777019 $377,605.34 5.470% .5455% $2,059.67 9777231 $500,000.00 5.470% .5455% $2,727.27 9777731 $596,000.00 5.470% .5455% $3,250.91 9777825 $638,000.00 5.345% 2.8182% $17,980.00 9782503 $522,400.00 5.470% .5455% $2,849.45 9782841 $149,665.62 5.470% .5455% $816.36 9783377 $399,582.37 5.470% .5455% $2,179.54 9783391 $209,780.75 5.470% .5455% $1,144.26 9783397 $361,422.26 5.470% .5455% $1,971.39 9788957 $599,373.56 5.470% .5455% $3,269.31 9792579 $296,000.00 5.470% .5455% $1,614.55 9794925 $568,000.00 5.470% .5455% $3,098.18 9795997 $404,556.70 5.220% 5.0909% $20,595.61 9796007 $419,561.49 5.470% .5455% $2,288.52 9796067 $376,606.39 5.470% .5455% $2,054.22 9796163 $478,000.00 5.470% .5455% $2,607.27 9796673 $800,000.00 5.470% .5455% $4,363.64 9799987 $200,000.00 5.345% 2.8182% $5,636.36 9800703 $384,000.00 5.470% .5455% $2,094.55 9800873 $167,000.00 5.470% .5455% $910.91 9800883 $399,000.00 5.220% 5.0909% $20,312.73 9802271 $139,000.00 5.470% .5455% $758.18 9802603 $367,615.78 5.470% .5455% $2,005.18 9803301 $600,000.00 5.470% .5455% $3,272.73 9803421 $375,000.00 5.470% .5455% $2,045.45 9804625 $400,000.00 5.470% .5455% $2,181.82 9804783 $435,000.00 5.345% 2.8182% $12,259.09 9805401 $224,765.09 5.470% .5455% $1,225.99 9805781 $656,000.00 5.345% 2.8182% $18,487.27 9805851 $440,000.00 5.470% .5455% $2,400.00 9806387 $403,578.19 5.470% .5455% $2,201.34 9806459 $482,000.00 5.220% 5.0909% $24,538.18 9808775 $160,000.00 5.470% .5455% $872.73 9809115 $440,000.00 5.470% .5455% $2,400.00 9809217 $403,000.00 5.345% 2.8182% $11,357.27 9809221 $415,800.00 5.470% .5455% $2,268.00 9811775 $709,240.97 5.345% 2.8182% $19,987.70 9811987 $382,000.00 5.470% .5455% $2,083.64 9812791 $510,000.00 5.470% .5455% $2,781.82 9812827 $480,000.00 5.470% .5455% $2,618.18 9813143 $440,800.00 5.470% .5455% $2,404.36 9813221 $104,720.00 5.470% .5455% $571.20 9814883 $650,000.00 5.220% 5.0909% $33,090.91 9814925 $735,000.00 5.345% 2.8182% $20,713.64 9815299 $324,240.00 5.470% .5455% $1,768.58 9815793 $521,600.00 5.470% .5455% $2,845.09 9815893 $582,000.00 5.220% 5.0909% $29,629.09 9816371 $500,000.00 5.470% .5455% $2,727.27 9816593 $456,800.00 5.345% 2.8182% $12,873.45 9817885 $650,000.00 5.220% 5.0909% $33,090.91 9817993 $650,000.00 5.470% .5455% $3,545.45 9818077 $400,000.00 5.345% 2.8182% $11,272.73 9818233 $601,250.00 5.470% .5455% $3,279.55 9818333 $500,000.00 5.345% 2.8182% $14,090.91 9819151 $224,765.09 5.470% .5455% $1,225.99 9819247 $496,900.00 5.220% 5.0909% $25,296.73 9819373 $383,000.00 5.470% .5455% $2,089.09 9819381 $500,700.00 5.470% .5455% $2,731.09 9819519 $539,000.00 5.470% .5455% $2,940.00 9819539 $475,000.00 5.470% .5455% $2,590.91 9819553 $443,000.00 5.470% .5455% $2,416.36 9819665 $180,000.00 5.470% .5455% $981.82 9819843 $592,000.00 5.470% .5455% $3,229.09 9820013 $700,900.00 5.345% 2.8182% $19,752.64 9820203 $421,000.00 5.220% 5.0909% $21,432.73 9820271 $568,000.00 5.345% 2.8182% $16,007.27 9820665 $368,000.00 5.345% 2.8182% $10,370.91 9820801 $292,720.00 5.345% 2.8182% $8,249.38 9821027 $557,000.00 5.470% .5455% $3,038.18 9821523 $609,000.00 5.220% 5.0909% $31,003.64 9823007 $148,700.00 5.470% .5455% $811.09 9823367 $445,250.00 5.470% .5455% $2,428.64 9824251 $482,000.00 5.220% 5.0909% $24,538.18 9824409 $982,000.00 5.470% .5455% $5,356.36 9824723 $575,200.00 5.470% .5455% $3,137.45 9825433 $608,000.00 5.220% 5.0909% $30,952.73 9825551 $379,500.00 5.470% .5455% $2,070.00 9826355 $275,000.00 5.470% .5455% $1,500.00 9826585 $190,000.00 5.345% 2.8182% $5,354.55 9826695 $237,500.00 5.470% .5455% $1,295.45 9826735 $387,000.00 5.345% 2.8182% $10,906.36 9826821 $189,000.00 5.470% .5455% $1,030.91 9827539 $548,000.00 5.220% 5.0909% $27,898.18 9827731 $732,000.00 5.345% 2.8182% $20,629.09 9827905 $379,000.00 5.470% .5455% $2,067.27 9828683 $160,000.00 5.345% 2.8182% $4,509.09 EXHIBIT THREE INFORMATION TO BE INCLUDED IN MONTHLY DISTRIBUTION DATE STATEMENT (i) (a) the amount of such distribution to the Certificateholders of such Class applied to reduce the Certificate Principal Balance thereof, and (b) the aggregate amount included therein representing Principal Prepayments; (ii) the amount of such distribution to Holders of such Class of Certificates allocable to interest; (iii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall; (iv) the amount of any Advance by the Master Servicer pursuant to Section 4.04; (v) the number and Pool Stated Principal Balance of the Mortgage Loans after giving effect to the distribution of principal on such Distribution Date; (vi) the Insured Payment for such Distribution Date, and the respective portions thereof allocable to principal and interest for the Insured Certificates; (vii) the amount of any Certificate Insurance Payment made on such Distribution Date, the amount of any reimbursement payment made to the Certificate Insurer on such Distribution Date pursuant to Section 4.02(a)(xvi) and the amount of Cumulative Insurance Payments after giving effect to any such Certificate Insurance Payment or any such reimbursement payment to the Certificate Insurer; (viii) the aggregate Certificate Principal Balance of each Class of Certificates and the Senior Percentage, after giving effect to the amounts distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than pursuant to an actual distribution of principal; (ix) the related Subordinate Principal Distribution Amount and Prepayment Distribution Percentage, if applicable; (x) on the basis of the most recent reports furnished to it by Sub-Servicers, (a) the number and aggregate principal balances of Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Mortgage Loans that are in foreclosure, (b) the number and aggregate principal balances of Reportable Modified Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Reportable Modified Mortgage Loans that are in foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans, other Servicing Modifications and totals, and (c) for all Reportable Modified Mortgage Loans, the number and aggregate Stated Principal Balance of Reportable Modified Mortgage Loans that have been liquidated, the subject of pay-offs and that have been repurchased by the Master Servicer or Seller; (xi) the number, aggregate principal balance and book value of any REO Properties; (xii) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates, after giving effect to the distribution made on such Distribution Date; (xiii) the 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; (xiv) the weighted average Pool Strip Rate for such Distribution Date, the Pass-Through Rate with respect to the Class A-V Certificates and each Subclass, if any, thereof; (xv) the amount of Reserve Fund Withdrawals for such Distribution Date; and (xvi) the amount of Rounding Account withdrawals for such Distribution Date. (xvii) the Notional Amount with respect to each Class of Interest Only Certificates and each Subclass; (xviii) the occurrence of the Credit Support Depletion Date; (xix) the related Senior Accelerated Distribution Percentage applicable to such distribution; (xx) the related Senior Percentage for such Distribution Date; (xxi) the aggregate amount of Realized Losses for such Distribution Date; (xxii) 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; (xxiii) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; and (xxiv) 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 FOUR STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF DECEMBER 1, 2004 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

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 FIVE CERTIFICATE GUARANTY INSURANCE POLICY Financial Guaranty Insurance Company 125 Park Avenue New York, New York 10017 (212) 312-3000 (800) 352-0001 SURETY BOND Policy Number: 05030006 Control Number: 0010001 Insured Obligations: --------------------------------------------------------- $25,000,000 in aggregate principal amount of RFMSI Series 2005-S2, Mortgage Pass-Through Certificates, Class A-1 (the "Insured Certificates") --------------------------------------------------------- Trustee: U.S. Bank National Association Financial Guaranty Insurance Company ("Financial Guaranty"), a New York stock insurance company, in consideration of the right of Financial Guaranty to receive monthly premiums pursuant to the Pooling and Servicing Agreement (as defined below), and subject to the terms of this Surety Bond, hereby unconditionally and irrevocably agrees to pay each Insured Payment, to the extent set forth in the Pooling and Servicing Agreement, to the Trustee named above or its successor, as trustee for the Holders of the Insured Certificates, except as otherwise provided herein with respect to Preference Amounts. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Pooling and Servicing Agreement as in effect and executed on the date hereof. The term "Insured Amount" for any Distribution Date means (1) any Deficiency Amount for such Distribution Date and the Insured Certificates and (2) any Preference Amount to be paid pursuant to the terms of this Surety Bond on the Distribution Date in respect of the Insured Certificates. The term "Deficiency Amount" means, with respect to any Distribution Date and the Insured Certificates, an amount, if any, equal to the sum of: (1) the amount by which the Accrued Certificate Interest (other than amounts representing Prepayment Interest Shortfalls or Relief Act Shortfalls) allocable to the Insured Certificates for such Distribution Date exceeds the Available Distribution Amount available on such Distribution Date to pay the Insured Certificates in accordance with Section 4.02(a)(i) of the Pooling and Servicing Agreement; (2) the amount of any Realized Losses allocated to the Insured Certificates for such Distribution Date; and (3) on the Last Scheduled Distribution Date, the aggregate Certificate Principal Balance of the Insured Certificates (after giving effect to all distributions to be made thereon on such Distribution Date other than any portion thereof consisting of an Insured Amount payable as principal on the Insured Certificates). The term "Last Scheduled Distribution Date" for the Insured Certificates means the Distribution Date occurring in March, 2035. Financial Guaranty will pay a Deficiency Amount with respect to the Insured Certificates by 12:00 noon (New York City Time) in immediately available funds to the Trustee on the later of (i) the second Business Day following the Business Day on which Financial Guaranty shall have received Notice that a Deficiency Amount is due in respect of the Insured Certificates, and (ii) the Distribution Date on which the related Deficiency Amount is payable to the Holders of the Insured Certificates pursuant to the Pooling and Servicing Agreement, for disbursement to the Holders of the Insured Certificates in the same manner as other payments with respect to the Insured Certificates are required to be made. Any Notice received by Financial Guaranty after 12:00 noon New York City time on a given Business Day or on any day that is not a Business Day shall be deemed to have been received by Financial Guaranty on the next succeeding Business Day. Upon payment of a Deficiency Amount hereunder, Financial Guaranty shall be fully subrogated to the rights of the Holders of the Insured Certificates to receive the amount so paid. Financial Guaranty's obligations with respect to the Insured Certificates hereunder with respect to each Distribution Date shall be discharged to the extent funds consisting of the related Deficiency Amount are received by the Trustee on behalf of the Holders of the Insured Certificates for payment to such Holders, as provided in the Pooling and Servicing Agreement and herein, whether or not such funds are properly applied by the Trustee. If any portion or all of any amount that is insured hereunder that was previously distributed to a Holder of Insured Certificates is recoverable and recovered from such Holder as a voidable preference by a trustee in bankruptcy pursuant to the U.S. Bankruptcy Code, pursuant to a final non-appealable order of a court exercising proper jurisdiction in an insolvency proceeding (a "Final Order") (such recovered amount, a "Preference Amount"), Financial Guaranty will pay on the guarantee described in the first paragraph hereof, an amount equal to each such Preference Amount by 12:00 noon on the next Distribution Date after the second Business Day following receipt by Financial Guaranty on a Business Day of (x) a certified copy of the court order requiring the return of the Preference Amount, together with an opinion of counsel satisfactory to Financial Guaranty that the order is a Final Order, (y) an assignment, in form reasonably satisfactory to Financial Guaranty, irrevocably assigning to Financial Guaranty all rights and claims of the Trustee and/or such Holder of the Insured Certificates relating to or arising under any Insured Certificates against the debtor who paid such Preference Amount and constituting an appropriate instrument, in form satisfactory to Financial Guaranty, appointing Financial Guaranty as the agent of the Trustee and/or such Holder in respect of such Preference Amount, including without limitation in any legal proceeding related to the Preference Amount, and (z) a Notice appropriately completed and executed by the Trustee or such Holder, as the case may be. Such payment shall be made to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order and not to the Trustee or Holder of the Insured Certificates directly (unless the Holder has previously paid such amount to such receiver, conservator, debtor-in-possession or trustee named in such Final Order in which case payment shall be made to the Trustee for distribution to the Holder upon delivery of proof of such payment reasonably satisfactory to Financial Guaranty). Notwithstanding the foregoing, in no event shall Financial Guaranty be (i) required to make any payment under this Surety Bond in respect of any Preference Amount to the extent such Preference Amount is comprised of amounts previously paid by Financial Guaranty hereunder, or (ii) obligated to make any payment in respect of any Preference Amount, which payment represents a payment of the principal amount of any Insured Certificates, prior to the time Financial Guaranty otherwise would have been required to make a payment in respect of such principal, in which case Financial Guaranty shall pay the balance of the Preference Amount when such amount otherwise would have been required. Any of the documents required under clauses (x) through (z) of the preceding paragraph that are received by Financial Guaranty after 12:00 noon New York City time on a given Business Day or on any day that is not a Business Day shall be deemed to have been received by Financial Guaranty on the next succeeding Business Day. If any notice received by Financial Guaranty is not in proper form or is otherwise insufficient for the purpose of making a claim under this Surety Bond, it will be deemed not to have been received by Financial Guaranty, and Financial Guaranty will promptly so advise the Trustee, and the Trustee may submit an amended Notice. All payments made by Financial Guaranty hereunder in respect of Preference Amounts will be made with Financial Guaranty's own funds. This Surety Bond is non-cancelable for any reason, including nonpayment of any premium. The premium on this Surety Bond is not refundable for any reason, including the payment of any Insured Certificates prior to their respective maturities. This Surety Bond shall expire and terminate without any action on the part of Financial Guaranty or any other Person on the date that is the later of (i) the date that is one year and one day following the date on which the Insured Certificates shall have been paid in full and (ii) if any insolvency proceeding with respect to which the Depositor is the debtor has been commenced on or prior to the date specified in clause (i) above, the 30th day after the entry of a final, non-appealable order in resolution or settlement of such proceeding. A monthly premium shall be due and payable as provided in the Pooling and Servicing Agreement. This Surety Bond is subject to and shall be governed by the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. The proper venue for any action or proceeding on this Surety Bond shall be the County of New York, State of New York. The insurance provided by this Surety Bond is not covered by the New York Property/Casualty Insurance Security Fund (New York Insurance Code, Article 76). To the fullest extent permitted by applicable law, Financial Guaranty hereby waives, solely for the benefit of Holders of the Insured Certificates all defenses of any kind (including, without limitation, the defense of fraud in inducement or fact, any defense based on any duty claimed to arise from the doctrine of "utmost good faith" or any similar or related doctrine or any other circumstances that would have the effect of discharging a surety, guarantor or any other person in law or in equity) that Financial Guaranty otherwise might have asserted as a defense to its obligation to pay in full any amounts that have become due and payable in accordance with the terms and conditions of this Policy. Nothing in this paragraph, however, shall be deemed to constitute a waiver of any rights, remedies, claims or counterclaims that Financial Guaranty may have with respect to Residential Funding Mortgage Securities I, Inc. or any of its affiliates. "Notice" means a written notice in the form of Exhibit A to this Surety Bond by registered or certified mail or telephonic or telegraphic notice, subsequently confirmed by written notice delivered via telecopy, telex or hand delivery from the Trustee to Financial Guaranty specifying the information set forth therein. "Holder" means, as to the Insured Certificates, the person, other than the Depositor or the Trustee, who, on the applicable Distribution Date, is entitled under the terms of the Insured Certificates to a distribution thereon. "Pooling and Servicing Agreement" means the Pooling and Servicing Agreement relating to the Insured Certificates represented by the standard terms to pooling and servicing agreement, dated as of December 1, 2004, as supplemented by the series supplement dated as of March 1, 2005, each by and among Residential Funding Mortgage Securities I, Inc., as Depositor, Residential Funding Corporation, as Master Servicer, and U.S. Bank National Association, as Trustee. In the event that payments under the Insured Certificates are accelerated, nothing herein contained shall obligate Financial Guaranty to make any payment of principal or interest on the Insured Certificates on an accelerated basis, unless such acceleration of payment by Financial Guaranty is at the sole option of Financial Guaranty; it being understood that a payment shortfall in respect of the redemption of the Insured Certificates by reason of the repurchase of the Trust Fund pursuant to Section 9.01(a) of the Pooling and Servicing Agreement does not constitute acceleration for the purposes hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, Financial Guaranty has caused this Surety Bond to be affixed with its corporate seal and to be signed by its duly authorized officer in facsimile to become effective and binding upon Financial Guaranty by virtue of the countersignature of its duly authorized representative. /s/ Howard Pfeffer /s/ Carolanne Gardner President Authorized Representative Effective Date: March 24, 2005 EXHIBIT A NOTICE OF NONPAYMENT AND DEMAND FOR PAYMENT OF INSURED AMOUNTS To: Financial Guaranty Insurance Company 125 Park Avenue New York, New York 10017 (212) 312-3000 Attention: General Counsel Telephone: (212) 312-3000 Telecopier: (212) 312-3220 --------------------------------------------------------- $25,000,000 in aggregate principal amount of RFMSI Series 2005-S2, Mortgage Pass-Through Certificates, Class A-1 (the "Insured Certificates") --------------------------------------------------------- Re: Policy No. 05030006 (the "Surety Bond") Distribution Date: ___________________________ We refer to that certain Pooling and Servicing Agreement represented by the standard terms to pooling and servicing agreement, dated as of December 1, 2004, as supplemented by the series supplement dated as of March 1, 2005, each by and among Residential Funding Mortgage Securities I, Inc., as Depositor, Residential Funding Corporation, as Master Servicer and U.S. Bank National Association, as Trustee. (the "Pooling and Servicing Agreement"), relating to the above referenced Insured Certificates. All capitalized terms not otherwise defined herein or in the Surety Bond shall have the same respective meanings assigned to such terms in the Pooling and Servicing Agreement. (a) The Trustee has determined under the Pooling and Servicing Agreement that in respect of the Distribution Date: (1) The insured portion of the distribution on the Insured Certificates in respect of the Distribution Date that is due to be received on ______________ under the Pooling and Servicing Agreement, is equal to $_____________, consisting of (A) $ ___________ in respect of interest on the Insured Certificates, which is calculated as the amount by which the Accrued Certificate Interest (other than amounts representing Prepayment Interest Shortfalls or Relief Act Shortfalls) allocable to the Insured Certificates for such Distribution Date exceeds the Available Distribution Amount available on such Distribution Date to pay the Insured Certificates in accordance with Section 4.02(a)(i) of the Pooling and Servicing Agreement; (B) $ _____________ in respect of Realized Losses allocated to the Insured Certificates for such Distribution Date; and (C) on the Last Scheduled Distribution Date, the aggregate Certificate Principal Balance of the Insured Certificates (after giving effect to all distributions to be made thereon on such Distribution Date other than any portion thereof consisting of an Insured Amount payable as principal on the Insured Certificates).). (2) [The amount to be paid to the Holders of the Insured Certificates on the Last Scheduled Distribution Date, which occurs on _____________, is $____________.] (3) The Available Distribution Amount available to be distributed on such Distribution Date on the Insured Certificates pursuant to the Pooling and Servicing Agreement in payment of the items identified in items (1) and (2) above, as reduced by any portion thereof that may not be withdrawn therefrom pursuant to an order of a United States bankruptcy court of competent jurisdiction imposing a stay pursuant to Section 362 of the United States Bankruptcy Code), is $_______________. Please be advised that, accordingly, a Deficiency Amount exists for the Distribution Date identified above for the Insured Certificates in the amount of $__________. This Deficiency Amount constitutes an Insured Amount payable by Financial Guaranty under the Surety Bond. [In addition, attached hereto is a copy of the Final Order in connection with a Preference Amount in the amount set forth therein, together with an assignment of rights and appointment of agent and other documents required by the Surety Bond in respect of Preference Amounts. The amount of the Preference Amount is $______________. This Preference Amount constitutes an Insured Amount payable by Financial Guaranty under the Surety Bond.] Accordingly, pursuant to the Pooling and Servicing Agreement, this statement constitutes a notice for payment of an Insured Amount by Financial Guaranty in the amount of $_______________ under the Surety Bond. (b) No payment claimed hereunder is in excess of the amount payable under the Surety Bond. The amount requested in this Notice should be paid to: [Payment Instructions] Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim for each such violation. IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice of Nonpayment and Demand for Payment of Insured Amounts this _____ day of ______________________. ----------------------------------------, as Trustee By: ___________________________________ Title: ___________________________________

RFMSI Series 2005-S2 Trust 8-K/A