Contract

by Residential Accredit Loans Inc
August 12th, 2003

================================================================================ RESIDENTIAL ACCREDIT LOANS, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee SERIES SUPPLEMENT, DATED AS OF JULY 1, 2003, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of March 1, 2003 Mortgage Asset-Backed Pass-Through Certificates Series 2003-QS14 ================================================================================

TABLE OF CONTENTS Page Article I DEFINITIONS..................................................................4 Section 1.01. Definitions...........................................................4 Section 1.02. Use of Words and Phrases.............................................15 Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES................................................................17 Section 2.01. Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms)17 Section 2.02. Acceptance by Trustee. (See Section 2.02 of the Standard Terms).....17 Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company......................................17 Section 2.04. Representations and Warranties of Sellers. ..........................20 Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates.........................................................20 Section 2.06. [Reserved]...........................................................20 Section 2.07. [Reserved]...........................................................20 Section 2.08. Purposes and Powers of the Trust (See Section 2.08 of the Standard Terms)......................................................20 Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................21 Section 3.01. Master Servicer to Act as Servicer. (See Section 3.01 of the Standard Terms)...............................................................21 Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (See Section 3.02 of the Standard Terms)..................................21 Section 3.03. Successor Subservicers. (See Section 3.03 of the Standard Terms).....21 Section 3.04. Liability of the Master Servicer. (See Section 3.04 of the Standard Terms)...............................................................21 Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders. (See Section 3.05 of the Standard Terms).........21 Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee. (See Section 3.06 of the Standard Terms).............................21 Page Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account................................................... 21 Section 3.08. Subservicing Accounts; Servicing Accounts. (See Section 3.08 of the Standard Terms)..................................................22 Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans. (See Section 3.09 of the Standard Terms)......................22 Section 3.10. Permitted Withdrawals from the Custodial Account. (See Section 3.10 of the Standard Terms)..........................................22 Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder. (See Section 3.11 of the Standard Terms).................22 Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (See Section 3.12 of the Standard Terms)...................22 Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments. (See Section 3.13 of the Standard Terms)...............................................................23 Section 3.14. Realization Upon Defaulted Mortgage Loans. (See Section 3.14 of the Standard Terms)..................................................... 23 Section 3.15. Trustee to Cooperate; Release of Mortgage Files. (See Section 3.15 of the Standard Terms)..............................................23 Section 3.16. Servicing and Other Compensation; Compensating Interest. (See Section 3.16 of the Standard Terms).............................23 Section 3.17. Reports to the Trustee and the Company. (See Section 3.17 of the Standard Terms)......................................................23 Section 3.18. Annual Statement as to Compliance. (See Section 3.18 of the Standard Terms)...............................................................23 Section 3.19. Annual Independent Public Accountants' Servicing Report. (See Section 3.19 of the Standard Terms).............................23 Section 3.20. Rights of the Company in Respect of the Master Servicer. (See Section 3.20 of the Standard Terms).............................23 Section 3.21. Administration of Buydown Funds (See Section 3.21 of the Standard Terms) 23 Article IV PAYMENTS TO CERTIFICATEHOLDERS..............................................24 Section 4.01. Certificate Account. (See Section 4.01 of the Standard Terms).......24 Section 4.02. Distributions. ......................................................24 Section 4.03. Statements to Certificateholders; Exchange Act Reporting (See Section 4.03 of the Standard Terms)..................................31 Page 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)......31 Section 4.05. Allocation of Realized Losses. ......................................31 Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms).............................33 Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms)...............................................33 Section 4.08. Surety Bond. (See Section 4.08 of the Standard Terms)................33 Article V THE CERTIFICATES............................................................34 Article VI THE COMPANY AND THE MASTER SERVICER.........................................35 Article VII DEFAULT.....................................................................36 Article VIII CONCERNING THE TRUSTEE......................................................37 Article IX TERMINATION.................................................................38 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. .....................................................38 Section 9.02. Additional Termination Requirements. (See Section 9.02 of the Standard Terms)...............................................................39 Section 9.03. Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms) 39 Article X REMIC PROVISIONS............................................................40 Section 10.01. REMIC Administration. (See Section 10.01 of the Standard Terms).....40 Section 10.02. Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms)............................40 Section 10.03. Designation of REMIC.................................................40 Section 10.04. [Reserved]...........................................................40 Section 10.05. Compliance with Withholding Requirements.............................42 Page Article XI MISCELLANEOUS PROVISIONS....................................................43 Section 11.01. Amendment. (See Section 11.01 of the Standard Terms)................43 Section 11.02. Recordation of Agreement; Counterparts. (See Section 11.02 of the Standard Terms)......................................................43 Section 11.03. Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms)......................................................43 Section 11.04. Governing Laws. (See Section 11.04 of the Standard Terms)...........43 Section 11.05. Notices..............................................................43 Section 11.06. Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms).........................................44 Section 11.07. Severability of Provisions. (See Section 11.07 of the Standard Terms)44 Section 11.08. Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms)...............................................44 Section 11.09. Allocation of Voting Rights..........................................44 Section 11.10. No Petition..........................................................44 EXHIBITS Exhibit One: Mortgage Loan Schedule Exhibit Two: Schedule of Discount Fractions Exhibit Three: Information to be Included in Monthly Distribution Date Statement Exhibit Four: Standard Terms of Pooling and Servicing Agreement Dated as of March 1, 2003 v This is a Series Supplement, dated as of July 1, 2003 (the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as of March 1, 2003 and attached as Exhibit Four hereto (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL ACCREDIT LOANS, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT: The Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund, and subject to this Agreement (including the Mortgage Loans), as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement. 1 The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising the interests in the Trust Fund created hereunder. AGGREGATE INITIAL CERTIFICATE PASS-THROUGH PRINCIPAL MATURITY FITCH/ MINIMUM DESIGNATION RATE BALANCE FEATURES1 DATE MOODY'S DENOMINATIONS2 Class A-1 5.00% $200,121,000.00 Senior/Fixed Rate July 25, 2018 AAA/Aaa $25,000.00 Class A-P 0.00% $ 2,799,588.31 Senior/Principal July 25, $25,000.00 Only 2018 AAA/Aaa Class A-V Variable $0.00 Senior/Interest July 25, 4 Rate3 Only/Variable Rate 2018 AAA/Aaa Class R 5.00% $100.00 Senior/Residual/Fixed July 25, 5 Rate 2018 AAA/Aaa Class M-1 5.00% Mezzanine/ Fixed July 25, $25,000.00 $3,541,800.00 Rate 2018 AA/NA Class M-2 5.00% Mezzanine/ Fixed July 25, $250,000.00 $416,700.00 Rate 2018 A/NA Class M-3 5.00% Mezzanine/ Fixed July 25, $250,000.00 $625,100.00 Rate 2018 BBB/NA Class B-1 5.00% Subordinate/ Fixed July 25, $250,000.00 $312,600.00 Rate 2018 BB/NA Class B-2 5.00% Subordinate/ Fixed July 25, $208,400.00 $208,400.00 Rate 2018 B/NA Class B-3 5.00% Subordinate/ Fixed July 25, $250,000.00 $313,029.59 Rate 2018 NA/NA
The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $208,338,317.90. __________________ 1 The Certificates, other than the Class A-P, Class A-V, Class B and Class R Certificates shall be Book-Entry Certificates. The Class A-P, Class A-V, Class B and Class R Certificates shall be delivered to the holders thereof in physical form. 2 The Certificates, other than the Class A-V and Class R Certificates, shall be issuable in minimum dollar denominations as indicated above (by Certificate Principal Balance or Notional Amount, as applicable) and integral multiples of $1 (or $1,000 in the case of the Class A-P, Class B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that one Certificate of any of the Class A-P and Class B-1, Class B-2 and Class B-3 Certificates that contain an uneven multiple of $1,000 shall be issued in a denomination equal to the sum of the related minimum denomination set forth above and such uneven multiple for such Class or the sum of such denomination and an integral multiple of $1,000. 3 The initial Pass-Through Rate on the Class A-V Certificates is 0.1625%. 4 The Class A-V Certificates shall be issuable in minimum denominations of not less than a 20% Percentage Interest. 5 The Class R Certificates shall be issuable in minimum denominations of not less than a 20% Percentage Interest; provided, however, that one Class R Certificate will be issuable to Residential Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination representing a Percentage Interest of not less than 0.01%. 2 In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: 3 ARTICLE I DEFINITIONS Section 1.01...Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. 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) $150,000 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) (i) if the aggregate principal balance of the Non-Primary Residence Loans as of the Relevant Anniversary is less than 10% of the Stated Principal Balance of the Mortgage Loans as of the Relevant Anniversary, $0.00, or (ii) if the aggregate principal balance of the Non-Primary Residence Loans as of the Relevant Anniversary is equal to or greater than 10% of the Stated Principal Balance of the Mortgage Loans as of the Relevant Anniversary, the sum of (I) the aggregate principal balance of the Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than 80.00% but less than or equal to 90.00% (other than Additional Collateral Loans), times 0.25%, (II) the aggregate principal balance of the Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than 90.00% but less than or equal to 95.00% (other than Additional Collateral Loans), times 0.50%, and (III) the aggregate principal balance of the Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than 95.00% (other than Additional Collateral Loans) times 0.75%, in each case as of the Relevant Anniversary; 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) 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 4 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 below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Certificate: Any Class A, Class M, Class B or Class R Certificate. Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01 of the Standard Terms, which shall be entitled "Deutsche Bank Trust Company Americas, as trustee, in trust for the registered holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2003-QS14" and which must be an Eligible Account. Certificate Policy: None. Class A Certificate: Any one of the Class A-1, Class A-V or Class A-P Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A. Class A-P Principal Distribution Amount: With respect to any Distribution Date, an amount equal to the aggregate of: (A) the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan due during the related Due Period, whether or not received on or prior to the related Determination Date, minus the Discount Fraction of the principal portion of any related Debt Service Reduction which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (B) the related Discount Fraction of the principal portion of all unscheduled collections on each Discount Mortgage Loan received during the preceding calendar month or, in the case of Principal Prepayments in Full, during the related Prepayment Period (other than amounts received in connection with a Cash Liquidation or REO Disposition of a Discount Mortgage Loan described in clause (C) below), including Principal Prepayments in Full, Curtailments, Subsequent Recoveries and repurchases (including deemed repurchases under Section 3.07(b)) of Discount Mortgage Loans (or, in the case of a substitution of a Deleted Mortgage 5 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 occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b)) that did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (1) the applicable Discount Fraction of the Stated Principal Balance of such Discount Mortgage Loan immediately prior to such Distribution Date and (2) the aggregate amount of the collections on such Mortgage Loan to the extent applied as recoveries of principal; (D) any amounts allocable to principal for any previous Distribution Date (calculated pursuant to clauses (A) through (C) above) that remain undistributed; and (E) the amount of any Class A-P Collection Shortfalls for such Distribution Date and 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 Notwithstanding the foregoing, with respect to any Distribution Date on and after the Credit Support Depletion Date, the Class A-P Principal Distribution Amount shall equal the sum of (i) the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan received or advanced prior to the related Determination Date and not previously distributed minus the Discount Fraction of the principal portion of any related Debt Service Reduction which together with other Bankruptcy Losses exceeds the Bankruptcy Amount and (ii) the aggregate amount calculated pursuant to clauses (B) through (C) above. Class R Certificate: Any one of the Class R Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest" in the REMIC for purposes of the REMIC Provisions. Closing Date: July 30, 2003. Corporate Trust Office: The principal office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this instrument is located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Residential Funding Corporation Series 2003-QS14. Cut-off Date: July 1, 2003. 6 Determination Date: With respect to any Distribution Date, the second Business Day prior to each Distribution Date. Discount Net Mortgage Rate: 5.00% per annum. Due Period: With respect to each Distribution Date, the calendar month in which such Distribution Date occurs. 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) hereof), (iii) the Class A-P Principal Distribution Amount (determined without regard to clause (E) of the definition of Class A-P Principal Distribution Amount) and (iv) the aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates. Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the first anniversary of the Cut-off Date an amount equal to 2.25% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement since the Cut-off Date up to such date of determination, (Y) from the first to, but not including, the second anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.50% 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 since the most recent anniversary of the Cut-off Date up to such date of determination, and (Z) from the second to, but not including, the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero. The Fraud Loss Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Fraud Losses: Realized Losses on Mortgage Loans as to which there was fraud in the origination of such Mortgage Loan. 7 Initial Monthly Payment Fund: $115,435, representing scheduled principal amortization and interest at the Net Mortgage Rate payable during the August 2003 Due Period, for those Mortgage Loans for which the Trustee will not be entitled to receive such payment. Initial Notional Amount: With respect to the Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), 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: 1.70% Class B-1: 0.15% Class M-2: 0.20% Class B-2: 0.10% Class M-3: 0.30% Class B-3: 0.15% Interest Accrual Period: With respect to any Class of Certificates and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. Interest Only Certificates: Any one of the Class A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Maturity Date: July 25, 2018, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan. Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One (as amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which list or lists shall set forth the following information as to each Mortgage Loan: (i) the Mortgage Loan identifying number ("RFC LOAN #"); (ii) the maturity of the Mortgage Note ("MATURITY DATE"); (iii) the Mortgage Rate ("ORIG RATE"); (iv) the Subservicer pass-through rate ("CURR NET"); (v) the Net Mortgage Rate ("NET MTG RT"); (vi) the Pool Strip Rate ("STRIP"); (vii) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL P & I"); (viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); 8 (ix) the Loan-to-Value Ratio at origination ("LTV"); (x) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE"); (xi) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation residence; and (xii) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner occupied residence. Such schedule may consist of multiple reports that collectively set forth all of the information required. Notional Amount: As of any Distribution Date, with respect to any Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass immediately prior to such date. Pass-Through Rate: With respect to the Senior Certificates (other than the Class A-V Certificates and Class A-P Certificates), Class M Certificates and Class B Certificates and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto. With respect to the Class A-V Certificates (other than any Subclass thereof) and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). With respect to the Class A-V Certificates and the initial Distribution Date the Pass-Through Rate is equal to 0.1625% per annum. With respect to any Subclass of Class A-V Certificates and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Subclass as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The Principal Only Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest. Prepayment Assumption: The prepayment assumption to be used for determining the accrual of original issue discount and premium and market discount on the Certificates for federal income tax purposes, which assumes a constant prepayment rate of 16.0% per annum. Prepayment Distribution Percentage: With respect to any Distribution Date and each Class of Subordinate Certificates, under the applicable circumstances set forth below, the respective percentages set forth below: 9 (i) For any Distribution Date prior to the Distribution Date in August 2008 (unless the Certificate Principal Balances of the Senior Certificates (other than the Class A-P Certificates), have been reduced to zero), 0%. (ii) For any Distribution Date not discussed in clause (i) above on which any Class of Subordinate Certificates are outstanding: (a) in the case of the Class of Subordinate Certificates then outstanding with the Highest Priority and each other Class of Subordinate Certificates for which the related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Class immediately prior to such date and the denominator of which is the sum of the Certificate Principal Balances immediately prior to such date of (1) the Class of Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of Subordinate Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%; and (iii)Notwithstanding the foregoing, if the application of the foregoing percentages on any Distribution Date as provided in Section 4.02 of this Series Supplement (determined without regard to the proviso to the definition of "Subordinate Principal Distribution Amount") would result in a distribution in respect of principal of any Class or Classes of Subordinate Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment Distribution Percentage of each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage of each other Class of Subordinate Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in accordance with the provisions in paragraph (ii) above, as if the Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c) the total amount of the reductions in the Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the Non-Maturing Classes in proportion to their respective Recalculated Percentages (the portion of such aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of such Distribution Date, the Prepayment Distribution Percentage of each Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution Percentage thereof, calculated in accordance with the provisions in paragraph (ii) above as if the Certificate Principal Balance of each Maturing Class had not been reduced to zero, plus (2) the related Adjustment Percentage. Principal Only Certificates: Any one of the Class A-P Certificates. 10 Senior Certificate: Any one of the Class A Certificates or Class R Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit D. Senior Percentage: As of any Distribution Date, the lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class A-P Certificates) immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Senior Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the balance of the Available Distribution Amount remaining after the distribution of all amounts required to be distributed pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) 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 Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and 4.02(a)(xvii) of this Series Supplement. Special Hazard Amount: As of any Distribution Date, an amount equal to $2,083,383 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greater of (i) the product of the Special Hazard Percentage for such anniversary multiplied by the outstanding principal balance of all the Mortgage Loans on the Distribution Date immediately preceding such anniversary and (ii) twice the outstanding principal balance of the Mortgage Loan with the largest outstanding principal balance as of the Distribution Date immediately preceding such anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans secured by Mortgaged Properties located in the State of California divided by the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans, expressed as a percentage, and the denominator of which is equal to 31.73% (which percentage is equal to the percentage of Mortgage Loans by aggregate principal balance initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) located in the State of California. The Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the 11 rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Special Hazard Percentage: As of each anniversary of the Cut-off Date, the greater of (i) 1.0% and (ii) the largest percentage obtained by dividing the aggregate outstanding principal balance (as of immediately preceding Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located in a single, five-digit zip code area in the State of California by the outstanding principal balance of all the Mortgage Loans as of the immediately preceding Distribution Date. Subordinate Principal Distribution Amount: With respect to any Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i) the product of (x) the related Subordinate Class Percentage for such Class and (y) the aggregate of the amounts calculated (without giving effect to the related Senior Percentages) for such Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of Subordinate Certificates then outstanding, of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) (without giving effect to the Senior Accelerated Distribution Percentage) to the extent such collections are not otherwise distributed to the Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan) to the extent not payable to the Senior Certificates; (iv) if such Class is the Class of Subordinate Certificates with the Highest Priority, any Excess Subordinate Principal Amount for such Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of Subordinate Certificates minus (b) the sum of (i) with respect to the Class of Subordinate Certificates with the Lowest Priority, any Excess Subordinate Principal Amount for such Distribution Date, and (ii) the Capitalization Reimbursement Amount for such distribution date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for such Class of Subordinate Certificates, without giving effect to this clause (b)(ii), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates other than the Class A-P Certificates, without giving effect to any reductions for the Capitalization Reimbursement Amount. Uncertificated Class A-V REMIC Regular Interests or Uncertificated REMIC Regular Interests: Each of the 1,283 uncertificated partial undivided beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 1,283, each relating to the particular Mortgage Loan identified by such sequential number on the Mortgage Loan Schedule, each having no principal balance, and each bearing interest at the respective Pool Strip Rate on the Stated Principal Balance of the related Mortgage Loan. Underwriters: Citigroup Global Markets Inc. and Banc of America Securities LLC. 12 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. 13 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) 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 15 years; (iv) To the best of the Company's knowledge, if a Mortgage Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures (a) at least 30% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 100.00% and 95.01%, (b) at least 25% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (c) at least 12% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (d) at least 6% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits thereunder; (v) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are currently acceptable to each Rating Agency; 14 (vi) No more than 0.8% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area in California and no more than 0.5% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside California; (vii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from the Mortgagor; (viii) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such assignment validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; (ix) Approximately 67.63% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, approximately 19.02% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income program, and approximately 3.46% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no income/no asset program; (x) Except with respect to approximately 13.01% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date, the Mortgagor represented in its loan application with respect to the related Mortgage Loan that the Mortgaged Property would be owner-occupied; (xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan; (xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1); (xiii) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and binding and remains in full force and effect, unless the Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been provided as described in the Program Guide; (xiv) None of the Mortgage Loans is a Cooperative Loan; with respect to a Mortgage Loan that is a Cooperative Loan, the Cooperative Stock that is pledged as security for the Mortgage Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a cooperative housing corporation (as defined in Section 216 of the Code); 15 (xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property as of the date the Mortgage Loan was originated was not less than the appraised value of such property at the time of origination of the refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's underwriting guidelines; (xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; (xvii) None of the Mortgage Loans contain in the related Mortgage File a Destroyed Mortgage Note; (xviii) None of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date will have been made to International Borrowers, and no such Mortgagor is a member of a foreign diplomatic mission with diplomatic rank; (xix) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any foreign (non-United States) sovereign government; and (xx) None of the Mortgage Loans are Additional Collateral Loans and none of the Mortgage Loans are Pledged Asset Loans. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by any of the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties set forth in this Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided, however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(xii), the party discovering such breach shall give such notice within five days of discovery. Within 90 days of its discovery or its receipt of notice of breach, the Company shall either (i) cure such breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that the Company shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Company under the same terms and conditions as provided in 16 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 applicable to a Mortgage Loan. Insofar as the Assignment Agreement or the Company's rights under such Seller's Agreement relate to the representations and warranties made by Residential Funding or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement that have been assigned to the Trustee pursuant to this Section 2.04 or of a breach of any of the representations and warranties made in the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the related Seller or Residential Funding, as the case may be, of such breach and request that such Seller or Residential Funding, as the case may be, either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that in the case of a breach under the Assignment Agreement Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement was the representation and warranty set forth in clause (k) 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 or the Custodian for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, if required pursuant to Section 2.01, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, the related Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the related Seller's Agreement as of the date of substitution, insofar as Residential Funding's rights in respect of such representations and warranties are assigned to the Company pursuant to the Assignment Agreement, and the Company and the Master Servicer shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in this Section 2.04, in 17 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 (k) 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 18 or warranty made by Residential Funding in the Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by Residential Funding, the Trustee shall assign to Residential Funding all of the Trustee's right, title and interest in respect of the Seller's Agreement and the Assignment Agreement applicable to such Mortgage Loan. Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the Trust Fund and/or the applicable REMIC, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written request of the Company executed by an officer of the Company, has executed and caused to be authenticated and delivered to or upon the order of the Company the Certificates in authorized denominations that evidence ownership of the Trust Fund. Section 2.06. [Reserved]. Section 2.07. [Reserved]. Section 2.08. Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms) 19 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01. Master Servicer to Act as Servicer. (See Section 3.01 of the Standard Terms) Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (See Section 3.02 of the Standard Terms) Section 3.03. Successor Subservicers. (See Section 3.03 of the Standard Terms) Section 3.04. Liability of the Master Servicer. (See Section 3.04 of the Standard Terms) Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders. (See Section 3.05 of the Standard Terms) Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee. (See Section 3.06 of the Standard Terms) 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. 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 20 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 rates at which the Servicing Fee and the Subservicing Fee with respect to such Mortgage Loan accrue, (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. In addition, any amounts owing on a Mortgage Loan added to the outstanding principal balance of such Mortgage Loan must be fully amortized over the remaining term of such Mortgage Loan, and such amounts may be added to the outstanding principal balance of a Mortgage Loan only once during the life of such Mortgage Loan. Also, the addition of such amounts described in the preceding sentence shall be implemented in accordance with the Program Guide and may be implemented only by Subservicers that have been approved by the Master Servicer for such purpose. In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the terms of the Mortgage Note and local law and practice, may permit the Mortgage Loan to be reamortized such that the Monthly Payment is recalculated as an amount that will fully amortize the remaining Stated Principal Balance thereof by the original Maturity Date based on the original Mortgage Rate; provided, that such re-amortization shall not be permitted if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes, except if such reissuance is described in Treasury Regulation Section 1.860G-2(b)(3). (b) The Master Servicer shall establish and maintain a Custodial Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the following payments and collections remitted by Subservicers or received by it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date): (i) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage Loans and the principal component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred; 21 (ii) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including Buydown Funds, if any, and the interest component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred; (iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net of any related expenses of the Subservicer); (iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04 or 4.07 (including amounts received from Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause 4(k) of the Assignment Agreement) 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 (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) - (d). (See Section 3.07(c) -(d) of the Standard Terms) 22 Section 3.08. Subservicing Accounts; Servicing Accounts. (See Section 3.08 of the Standard Terms) Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans. (See Section 3.09 of the Standard Terms) Section 3.10. Permitted Withdrawals from the Custodial Account. (See Section 3.10 of the Standard Terms) Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder. (See Section 3.11 of the Standard Terms) Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (See Section 3.12 of the Standard Terms) Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments. (See Section 3.13 of the Standard Terms) Section 3.14. Realization Upon Defaulted Mortgage Loans. (See Section 3.14 of the Standard Terms) Section 3.15. Trustee to Cooperate; Release of Mortgage Files. (See Section 3.15 of the Standard Terms) Section 3.16. Servicing and Other Compensation; Compensating Interest. (See Section 3.16 of the Standard Terms) Section 3.17. Reports to the Trustee and the Company. (See Section 3.17 of the Standard Terms) Section 3.18. Annual Statement as to Compliance. (See Section 3.18 of the Standard Terms) Section 3.19. Annual Independent Public Accountants' Servicing Report. (See Section 3.19 of the Standard Terms) Section 3.20. Rights of the Company in Respect of the Master Servicer. (See Section 3.20 of the Standard Terms) Section 3.21. Administration of Buydown Funds (See Section 3.21 of the Standard Terms) 23 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account. (See Section 4.01 of the Standard Terms) Section 4.02. Distributions. (a) On each Distribution Date the Master Servicer on behalf of the Trustee (or the Paying Agent appointed by the Trustee) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c) and (e) below), in each case to the extent of the Available Distribution Amount remaining: (i) to the Senior Certificates (other than the Class A-P Certificates), 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); and (ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution Amount (applied to reduce the Certificate Principal Balances of such Senior Certificates); and (Y) to the Senior Certificates (other than the Class A-P Certificates and Class A-V Certificates), in the priorities and amounts set forth in Section 4.02(b) and (c), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan), whether or not received on or 24 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)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the preceding calendar month (other than the related Discount Fraction of such Stated Principal Balance or shortfall with respect to each Discount Mortgage Loan); and (3) the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(Y)(B) of this Series Supplement, including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds), including Subsequent Recoveries, received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b)) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (other than the related Discount Fraction of the principal portion of such unscheduled collections, with respect to each Discount Mortgage Loan); (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b)) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance, with respect to each Discount Mortgage Loan) and (b) the Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan, included in clause (C) of the definition of Class A-P Principal Distribution Amount); 25 (C) the Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage Loan); (D) any Excess Subordinate Principal Amount for such Distribution Date; and (E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; minus (F) the Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (F), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates other than the Class A-P Certificates, without giving effect to any reductions for the Capitalization Reimbursement Amount; (iii) if the Certificate Principal Balances of the Subordinate Certificates have not been reduced to zero, to the Master Servicer or a Sub-Servicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Sub-Servicer Advances previously made with respect to any Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses; (iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; 26 (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a) (ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; (viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; 27 (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a) (xv) are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Senior Certificates, on a pro rata basis in accordance with their respective outstanding Certificate Principal Balances, the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the Available Distribution Amount remaining after the Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xvii) to the Class R Certificates, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Subordinate Certificates are no longer outstanding, the Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to 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: 28 (i) first, an amount equal to the Class A-P Principal Distribution Amount shall be distributed to the Class A-P Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (ii) second, the Senior Principal Distribution Amount shall be distributed in the following manner and priority: (A) first, to the Class R Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (B) second, the Senior Principal Distribution Amount remaining after the payments of principal made in accordance with Section 4.02(b)(ii)(A) above, shall be distributed to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (c) Notwithstanding Section 4.02(b)(ii), on or after the Credit Support Depletion Date, the Senior Principal Distribution Amount will be distributed to the remaining Senior Certificates (other than the Class A-P Certificates and Class A-V Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances. (d) After the reduction of the Certificate Principal Balances of the Senior Certificates (other than the Class A-P Certificates) to zero but prior to the Credit Support Depletion Date, the Senior Certificates (other than the Class A-P Certificates) will be entitled to no further distributions of principal thereon and the Available Distribution Amount will be paid solely to the holders of the Class A-P, Class A-V and Subordinate Certificates, in each case as described herein. (e) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Subordinate Certificates with a Certificate Principal Balance greater than zero with the highest payment priority to which Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses, have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be applied to increase from zero the Certificate Principal Balance of the Class of Certificates with the next lower payment priority, up to the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase from zero the Certificate Principal Balance of the Class of Certificates with the next lower payment priority up to the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Interest Accrual Period that relates to the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. 29 (f) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be solely responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor. (g) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) Business Days after such Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in Section 9.01(d). Section 4.03. Statements to Certificateholders; Exchange Act Reporting. (See Section 4.03 of the Standard Terms) Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. (See Section 4.04 of the Standard Terms) Section 4.05. Allocation of Realized Losses. Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that resulted from any Cash Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in the interest portion of the Monthly Payment due during the related Due Period. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. All Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized 30 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 will be allocated among all Senior Certificates (other than the Class A-P Certificates) on a pro rata basis, as described below. The principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses on 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 the principal portion of such Realized Losses on 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. The interest portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses will be allocated to all the Certificates on a pro rata basis. 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. 31 Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms) Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms) Section 4.08. Surety Bond. (See Section 4.08 of the Standard Terms) 32 ARTICLE V THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD TERMS) 33 ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD TERMS) 34 ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD TERMS) 35 ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD TERMS) 36 ARTICLE IX TERMINATION Section 9.01...Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Company to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) the purchase by the Master Servicer of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to 100% of the unpaid principal balance of each Mortgage Loan or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance (net of any unreimbursed Advances attributable to principal) on the day of repurchase plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan) to, but not including, the first day of the month in which such repurchase price is distributed, provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof and provided further that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any portion of any REMIC formed under the Series Supplement as a REMIC. The purchase price paid by the Master Servicer shall also include any amounts owed by Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (k) of such Section, that remain unpaid on the date of such purchase. The right of the Master Servicer to purchase all the assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. 37 If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15 and the Trustee and any Custodian shall, promptly following payment of the purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased. In addition to the foregoing, on any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Master Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. If the Master Servicer exercises this right to purchase the outstanding Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of the Certificates pursuant to this Article IX. (b) - (e). (See Section 9.01(b) - (e) 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) 38 ARTICLE X REMIC PROVISIONS Section 10.01. REMIC Administration. (See Section 10.01 of the Standard Terms) Section 10.02. Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms) Section 10.03. Designation of REMIC. The REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund, and subject to this Agreement (including the Mortgage Loans) as a REMIC for federal income tax purposes. The Class A-1, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the Uncertificated Class A-V REMIC Regular Interests, the rights in and to which will be represented by the Class A-V Certificates, will be "regular interests" in the REMIC, and the Class R Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. On and after the date of issuance of any Subclass of Class A-V Certificates pursuant to Section 5.01(c), any such Subclass will represent the Uncertificated Class A-V REMIC Regular Interest or Interests specified by the initial Holder of the Class A-V Certificates pursuant to said Section. Section 10.04. [Reserved] Section 10.05. Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Trustee or any Paying Agent, as applicable, shall comply with all federal withholding requirements respecting payments to Certificateholders, including interest or original issue discount payments or advances thereof that the Trustee or any Paying Agent, as applicable, reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or any Paying Agent, as applicable, does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or any Paying Agent, as applicable, shall indicate the amount withheld to such Certificateholder pursuant to the terms of such requirements. 39 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 Corporate Trust Office 1761 East St. Andrew Place Santa Ana, California 92705-4934, Attention: Residential Accredit Loans, Inc. Series 2003-QS14 The Trustee designates its offices located at c/o DTC Transfer Services, 55 Water Street, Jeanette Street Park Entrance, New York, New York 10041, for the purposes of Section 8.12 of the Standard Terms - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Moody's Investors Service, Inc.99 Church Street, 4th Floor New York, New York 10004 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Fitch Ratings One State Street Plaza New York, New York 10004 - -------------------------------------------------------------------------------- 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. 40 Section 11.06. Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms) Section 11.07. Severability of Provisions. (See Section 11.07 of the Standard Terms) Section 11.08. Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms) Section 11.09. Allocation of Voting Rights. 98.0% of all of the Voting Rights shall be allocated among Holders of Certificates, other than the Interest Only Certificates and Class R Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1.0% of all Voting Rights shall be allocated among the Holders of the Class A-V Certificates, in accordance with their respective Percentage Interests; and 1.0% of all Voting Rights shall be allocated among the Holders of the Class R Certificates, in accordance with their respective Percentage Interests. Section 11.10. No Petition. The Depositor, Master Servicer and the Trustee, by entering into this Agreement, and each Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute against the Trust Fund, or join in any institution against the Trust Fund of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligation with respect to the Certificates or this Agreement. 41 IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written. RESIDENTIAL ACCREDIT LOANS, INC. [Seal] By://s/ Joseph Orning Name: Joseph Orning Title: Vice President Attest: //s/ Benita Bjorgo______ Name: Benita Bjorgo Title: Vice President RESIDENTIAL FUNDING CORPORATION [Seal] By: //s/ Benita Bjorgo Name: Benita Bjorgo Title: Associate Attest: //s/ Joseph Orning______ Name: Joseph Orning Title: Associate DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee [Seal] By://s/ Ronaldo Reyes Name: Ronaldo Reyes Title: Assistant Vice President By: //s/ Jeremy Conyers Name: Jeremy Conyers Title: Associate Attest: //s/ James F. Noriega____________________ Name: James F. Noriega Title: Associate 42 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On 30th day of July, 2003 before me, a notary public in and for said State, personally appeared Joseph Orning, known to me to be a Vice President of Residential Accredit Loans, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. //s/ Brian S. Bangerter Notary Public [Notarial Seal] 43 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 30th day of July, 2003 before me, a notary public in and for said State, personally appeared Benita Bjorgo, 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. //s/ Brian S. Bangerter Notary Public [Notarial Seal] STATE OF CALIFORNIA ) ) ss.: COUNTY OF ORANGE ) On the 30th day of July, 2003 before me, a notary public in and for said State, personally appeared Ronaldo Reyes, known to me to be an Assistant Vice President of Deutsche Bank Trust Company Americas, the New York banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first, above written. //s/ Brent Wayne Hoyler Notary Public [Notarial Seal] 44 STATE OF CALIFORNIA ) ) ss.: COUNTY OF ORANGE ) On the 30th day of July, 2003 before me, a notary public in and for said State, personally appeared Jeremy Conyers, known to me to be an Associate of Deutsche Bank Trust Company Americas, the New York banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. //s/ Brent Wayne Hoyler Notary Public [Notarial Seal] 45 EXHIBIT ONE MORTGAGE LOAN SCHEDULE RUN ON : 07/25/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 08.56.06 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RALI 2003-QS14 CUTOFF : 07/01/03 POOL : 0004720 : : POOL STATUS: F RFC LOAN NUMBER SUB SERV FEE PRINCIPAL BALANCE MSTR SERV FEE CURR NOTE RATE ALL EXP RFC NET RATE MISC EXP NET MTG RATE(INVSTR RATE) SPREAD POST STRIP RATE STRIP ------------------------------------------------------------------------ 7690797 .2500 89,506.68 .0800 6.3750 .0000 6.1250 .0000 6.0450 .0000 5.0000 1.0450 8215437 .2500 97,505.67 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8277237 .2500 31,242.08 .0800 6.3750 .0000 6.1250 .0000 6.0450 .0000 5.0000 1.0450 8305187 .2500 109,087.55 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8358412 .2500 102,944.36 .0800 6.2500 .0000 6.0000 .0000 5.9200 .0000 5.0000 .9200 8361874 .2500 632,994.96 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8368834 .2500 206,257.39 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8369088 .2500 206,257.39 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8369272 .2500 195,024.33 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8370032 .2500 206,257.39 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8370192 .2500 206,257.39 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8371298 .2500 136,997.11 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8371468 .2500 83,402.88 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8371910 .2500 133,509.05 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 1 8372042 .2500 499,183.62 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8372524 .2500 71,243.50 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8372540 .2500 487,824.96 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8372686 .2500 222,182.98 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8373122 .2500 292,934.11 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8373832 .2500 169,409.19 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 8374042 .2500 161,412.68 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8374614 .2500 428,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8374728 .2500 173,369.17 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8374918 .2500 133,638.89 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8374942 .2500 121,557.69 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8375524 .2500 278,984.87 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8376718 .2500 157,750.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8376786 .2500 72,735.34 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8377530 .2500 58,500.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8377532 .2500 64,300.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 1 8377534 .2500 62,000.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8377562 .2500 58,500.00 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 8377740 .2500 133,800.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8377744 .2500 33,685.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8377910 .2500 466,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8377924 .2500 117,000.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8378006 .2500 38,105.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8378008 .2500 72,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 1 8378026 .2500 75,712.68 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8378052 .2500 305,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8378108 .2500 130,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8378124 .2500 63,758.05 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8378150 .2500 154,500.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8378164 .2500 68,102.95 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8378168 .2500 87,200.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8378188 .2500 120,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8378202 .2500 321,700.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8378206 .2500 65,000.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8378210 .2500 138,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8378296 .2500 81,600.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8378320 .2500 106,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8378580 .2500 196,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8378680 .2500 206,099.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8379418 .2500 41,925.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 1 8379428 .2500 212,600.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8379540 .2500 496,000.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8379558 .2500 30,000.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8379648 .2500 77,600.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8379702 .2500 105,865.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8379760 .2500 83,371.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8379788 .2500 81,700.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8379790 .2500 176,384.86 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 1 8379822 .2500 144,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8379910 .2500 300,700.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8379932 .2500 114,400.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8379936 .2500 106,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8379938 .2500 69,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8379966 .2500 219,717.26 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8380380 .2500 782,400.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8380486 .2500 264,350.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 1 8380512 .2500 56,300.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8380560 .2500 115,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8380566 .2500 204,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8380608 .2500 85,688.21 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8380610 .2500 70,000.00 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 8380728 .2500 131,500.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8380734 .2500 226,226.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8380814 .2500 111,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8380836 .2500 144,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8380844 .2500 89,600.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8380918 .2500 83,371.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8380932 .2500 157,900.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8380974 .2500 100,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8380976 .2500 235,000.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8381044 .2500 159,200.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8381410 .2500 90,100.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8381462 .2500 109,600.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8381464 .2500 125,500.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8381470 .2500 99,900.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8381492 .2500 301,800.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8381500 .2500 136,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8382620 .2500 175,500.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8382670 .2500 91,200.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8382776 .2500 32,300.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 1 8382780 .2500 200,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8382970 .2500 84,309.10 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8383092 .2500 185,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8383378 .2500 174,200.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8383388 .2500 42,100.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8383486 .2500 251,047.32 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8384332 .2500 117,600.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8384338 .2500 75,600.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 1 8384344 .2500 173,200.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8384346 .2500 154,250.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8384348 .2500 146,400.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8384354 .2500 161,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8384380 .2500 62,200.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8384662 .2500 233,142.68 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8384728 .2500 188,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8384744 .2500 122,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 1 8384754 .2500 176,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8384774 .2500 116,640.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8384780 .2500 116,910.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8384792 .2500 112,410.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8385346 .2500 373,611.61 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8386172 .2500 50,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8386332 .2500 435,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8387343 .2500 143,029.20 .0800 6.6250 .0000 6.3750 .0000 6.2950 .0000 5.0000 1.2950 1 8388574 .2500 115,500.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8389770 .2500 36,000.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8389776 .2500 91,200.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8389830 .2500 530,400.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8389884 .2500 260,000.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8389950 .2500 116,000.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8389976 .2500 54,200.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8390074 .2500 650,000.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 1 8390080 .2500 120,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8390084 .2500 72,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8390092 .2500 72,300.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8390096 .2500 74,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8390104 .2500 206,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8390150 .2500 66,800.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8390154 .2500 69,700.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8390170 .2500 93,500.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 1 8390172 .2500 82,500.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8390204 .2500 204,300.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8390210 .2500 273,400.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8390216 .2500 141,500.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8390218 .2500 141,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8393640 .2500 156,000.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8393748 .2500 74,000.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8393796 .2500 95,100.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8393862 .2500 235,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8393872 .2500 86,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8397926 .2500 260,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8398114 .2500 350,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8398130 .2500 173,500.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8398156 .2500 79,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8398180 .2500 96,363.79 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 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.0000 5.0000 .5450 8786147 .2500 71,730.63 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8786157 .2500 400,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8786265 .2500 205,253.15 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8786297 .2500 85,405.31 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8786371 .2500 90,474.26 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8786395 .2500 51,869.10 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 8786637 .2500 188,307.55 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 1 8786659 .2500 171,349.76 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8786775 .2500 127,526.10 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8786777 .2500 214,228.69 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8787211 .2500 51,300.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8787243 .2500 129,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8787271 .2500 101,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8787273 .2500 64,250.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8787275 .2500 105,000.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 1 8787283 .2500 187,150.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8787461 .2500 444,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8787515 .2500 561,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8787599 .2500 45,000.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8787615 .2500 51,000.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8787619 .2500 41,250.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8787631 .2500 45,000.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8787637 .2500 68,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 1 8787685 .2500 201,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8787689 .2500 242,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8787719 .2500 123,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8787727 .2500 168,500.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8787735 .2500 78,500.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8787759 .2500 102,000.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8787787 .2500 40,050.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8787817 .2500 184,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 1 8787857 .2500 129,800.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8788025 .2500 338,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8788109 .2500 121,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8788713 .2500 69,743.54 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8788829 .2500 210,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8788947 .2500 61,786.81 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8789111 .2500 378,607.76 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8789115 .2500 189,289.16 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 1 8789157 .2500 39,806.68 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8789585 .2500 53,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8789745 .2500 79,300.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8789781 .2500 570,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8790501 .2500 80,457.24 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8790679 .2500 232,137.34 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8791135 .2500 64,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8791161 .2500 79,950.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 1 8791185 .2500 78,218.38 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8791189 .2500 137,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8791191 .2500 81,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8791195 .2500 102,400.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8791203 .2500 140,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8791331 .2500 308,000.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8791371 .2500 90,659.55 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8791537 .2500 60,100.00 .0800 6.1250 .0000 5.8750 .0000 5.7950 .0000 5.0000 .7950 1 8791549 .2500 180,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8791647 .2500 65,250.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8791723 .2500 53,600.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8791731 .2500 58,400.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8792053 .2500 102,132.28 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8792105 .2500 166,419.61 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 8792177 .2500 85,206.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8792179 .2500 136,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8792217 .2500 81,718.04 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8792251 .2500 55,646.55 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8792423 .2500 354,197.52 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8792663 .2500 267,495.47 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8793125 .2500 94,075.40 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8793267 .2500 192,783.59 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8793507 .2500 54,800.59 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8793565 .2500 194,776.18 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 1 8793691 .2500 147,510.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8794145 .2500 105,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8794189 .2500 150,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8794191 .2500 342,752.83 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8794703 .2500 108,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8794839 .2500 93,257.07 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8795701 .2500 64,400.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8795707 .2500 109,400.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8795719 .2500 64,700.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8795859 .2500 107,595.94 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8796147 .2500 90,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8796253 .2500 179,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8796263 .2500 322,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8796379 .2500 216,000.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8796383 .2500 210,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8796393 .2500 163,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 1 8796407 .2500 59,200.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8796423 .2500 131,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8796501 .2500 52,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8796503 .2500 47,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8796545 .2500 168,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8796549 .2500 98,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8796679 .2500 485,751.09 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8796863 .2500 158,933.81 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 1 8796875 .2500 259,077.05 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8797333 .2500 167,378.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8797387 .2500 304,000.00 .0300 4.7500 .0000 4.5000 .0000 4.4700 .0000 4.4700 .0000 8797477 .2500 206,000.00 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8797637 .2500 121,900.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8797747 .2500 257,343.68 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8798291 .2500 294,140.97 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8798891 .2500 85,196.49 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 1 8798939 .2500 135,000.00 .0300 4.7500 .0000 4.5000 .0000 4.4700 .0000 4.4700 .0000 8798975 .2500 157,000.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8798985 .2500 84,700.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8798987 .2500 89,250.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8798997 .2500 105,500.00 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 8799831 .2500 372,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8799863 .2500 113,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8799869 .2500 299,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 1 8799973 .2500 122,500.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8800005 .2500 471,000.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8800021 .2500 198,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8800031 .2500 148,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8800045 .2500 161,520.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8800149 .2500 134,000.00 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 8800165 .2500 132,500.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8800189 .2500 66,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8800193 .2500 89,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8800269 .2500 87,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8800333 .2500 73,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8800335 .2500 72,000.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8800393 .2500 123,200.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8800407 .2500 260,000.00 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8800415 .2500 310,000.00 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 8800461 .2500 248,500.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 1 8800483 .2500 154,000.00 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 8800551 .2500 318,815.24 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 8800563 .2500 42,000.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8800649 .2500 180,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8800661 .2500 53,600.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8800681 .2500 134,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8801657 .2500 117,350.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8801671 .2500 30,801.70 .0300 5.1250 .0000 4.8750 .0000 4.8450 .0000 4.8450 .0000 1 8801737 .2500 95,200.00 .0800 5.7500 .0000 5.5000 .0000 5.4200 .0000 5.0000 .4200 8801897 .2500 200,000.00 .0800 5.8750 .0000 5.6250 .0000 5.5450 .0000 5.0000 .5450 8802035 .2500 149,461.87 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 8802183 .2500 260,301.85 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8802391 .2500 97,463.71 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.0000 .6700 8802455 .2500 213,190.98 .0300 4.8750 .0000 4.6250 .0000 4.5950 .0000 4.5950 .0000 8802463 .2500 182,300.94 .0300 4.7500 .0000 4.5000 .0000 4.4700 .0000 4.4700 .0000 8802771 .2500 129,523.71 .0300 5.2500 .0000 5.0000 .0000 4.9700 .0000 4.9700 .0000 1 8803685 .2500 300,905.10 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8803929 .2500 375,000.00 .0800 5.3750 .0000 5.1250 .0000 5.0450 .0000 5.0000 .0450 8804007 .2500 177,000.00 .0800 5.6250 .0000 5.3750 .0000 5.2950 .0000 5.0000 .2950 8804395 .2500 133,000.00 .0300 5.0000 .0000 4.7500 .0000 4.7200 .0000 4.7200 .0000 8808179 .2500 95,500.00 .0800 5.5000 .0000 5.2500 .0000 5.1700 .0000 5.0000 .1700 TOTAL NUMBER OF LOANS: 1283 TOTAL BALANCE........: 208,338,317.90 RUN ON : 07/25/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 08.56.06 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RALI 2003-QS14 FIXED SUMMARY REPORT CUTOFF : 07/01/03 POOL : 0004720 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO --------------------------------------------------------------------------- CURR NOTE RATE 5.4062 4.2500 7.2500 RFC NET RATE 5.1562 4.0000 7.0000 NET MTG RATE(INVSTR RATE) 5.0953 3.9700 6.9200 POST STRIP RATE 4.9328 3.9700 5.0000 SUB SERV FEE .2500 .2500 .2500 MSTR SERV FEE .0609 .0300 .0800 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .1625 .0000 1.9200 TOTAL NUMBER OF LOANS: 1283 TOTAL BALANCE........: 208,338,317.90 *************************** * END OF REPORT * *************************** RUN ON : 07/25/03 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 08.56.06 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RALI 2003-QS14 CUTOFF : 07/01/03 POOL : 0004720 : : POOL STATUS: F RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE ORIG TERM PRINCIPAL BAL # OF UNITS ORIG RATE ORIGINAL P+I LTV CURR NET CURRENT P+I CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG SELLER LOAN # OCCP CODE MATURITY DATE INVESTOR LOAN # ______________________________________________________________________________ 7690797 S25/G02 F 98,000.00 ZZ 120 89,506.68 1 6.375 1,106.55 78 6.125 1,106.55 DURHAM NC 27707 5 05/02/02 00 0434075586 05 06/08/02 0 270362192 O 05/08/12 0 8215437 E22/G02 F 100,000.00 ZZ 180 97,505.67 1 5.750 830.41 79 5.500 830.41 HOLLYWOOD FL 33021 5 11/13/02 00 0415222983 05 01/01/03 0 0415222983 O 12/01/17 0 8277237 K60/G02 F 32,000.00 ZZ 180 31,242.08 1 6.375 276.56 80 6.125 276.56 DETROIT MI 48215 5 11/13/02 00 0435112271 05 01/01/03 0 71646 O 12/01/17 0 8305187 E82/G02 F 114,500.00 ZZ 180 109,087.55 1 5.750 950.82 51 5.500 950.82 MACOMB TWP MI 48044 2 12/19/02 00 0400747853 05 02/01/03 0 1 1739419 O 01/01/18 0 8358412 168/168 F 104,000.00 ZZ 180 102,944.36 1 6.250 891.72 80 6.000 891.72 AMITYVILLE NY 11701 1 03/18/03 00 0319484289 05 05/01/03 0 0319484289 N 04/01/18 0 8361874 134/G02 F 640,250.00 T 180 632,994.96 1 5.375 5,189.01 65 5.125 5,189.01 BOCA RATON FL 33432 1 03/31/03 00 0435762711 06 05/01/03 0 13092101 O 04/01/18 0 8368834 R68/G02 F 207,000.00 ZZ 180 206,257.39 4 5.500 1,691.36 90 5.250 1,691.36 FORT LAUDERDALE FL 33315 1 05/28/03 01 0435974001 05 07/01/03 25 20030832 N 06/01/18 0 8369088 R68/G02 F 207,000.00 ZZ 180 206,257.39 4 5.500 1,691.36 90 5.250 1,691.36 FT LAUDERDALE FL 33315 1 05/28/03 04 0435943998 05 07/01/03 25 20030833 N 06/01/18 0 8369272 Q51/G02 F 196,000.00 ZZ 180 195,024.33 1 5.125 1,562.75 80 4.875 1,562.75 LA PUENTE CA 91744 1 05/06/03 00 0435894688 05 07/01/03 0 0710657 O 06/01/18 0 1 8370032 R68/G02 F 207,000.00 ZZ 180 206,257.39 4 5.500 1,691.36 90 5.250 1,691.36 FORT LAUDERDALE FL 33315 1 05/28/03 04 0435970579 05 07/01/03 25 20030834 N 06/01/18 0 8370192 R68/G02 F 207,000.00 ZZ 180 206,257.39 4 5.500 1,691.36 90 5.250 1,691.36 FORT LAUDERDALE FL 33315 1 05/28/03 01 0435979281 05 07/01/03 25 20030831 N 06/01/18 0 8371298 N16/G02 F 138,000.00 ZZ 180 136,997.11 1 5.375 1,118.45 40 5.125 1,118.45 LA CRECENTA CA 91214 2 05/16/03 00 0435917877 05 06/26/03 0 566339832 N 05/26/18 0 8371468 K15/G02 F 83,700.00 ZZ 180 83,402.88 1 5.625 689.46 62 5.375 689.46 IDABEL OK 74745 5 05/14/03 00 0435918289 05 07/01/03 0 032605507681 O 06/01/18 0 8371910 W98/G02 F 134,000.00 ZZ 180 133,509.05 1 5.250 1,077.20 80 5.000 1,077.20 RICHMOND VA 23294 5 05/21/03 00 0435909213 05 07/01/03 0 RC030502 O 06/01/18 0 8372042 253/253 F 501,000.00 ZZ 180 499,183.62 1 5.375 4,060.44 66 5.125 4,060.44 1 LITTLETON CO 80124 2 05/14/03 00 459526 03 07/01/03 0 459526 O 06/01/18 0 8372524 U05/G02 F 71,500.00 ZZ 180 71,243.50 1 5.500 584.21 73 5.250 584.21 HOUSTON TX 77067 2 05/23/03 00 0435924626 03 07/01/03 0 3358473 O 06/01/18 0 8372540 E23/G02 F 489,600.00 ZZ 180 487,824.96 1 5.375 3,968.04 80 5.125 3,968.04 CAMPBELL CA 95008 5 05/23/03 00 0435919592 05 07/01/03 0 62008158 O 06/01/18 0 8372686 Q51/G02 F 223,000.00 ZZ 180 222,182.98 1 5.250 1,792.65 51 5.000 1,792.65 CHINO HILLS CA 91709 2 05/02/03 00 0436015630 05 07/01/03 0 0709052 O 06/01/18 0 8373122 X67/G02 F 294,000.00 ZZ 180 292,934.11 1 5.375 2,382.77 52 5.125 2,382.77 PASADENA CA 91104 5 05/15/03 00 0435962774 05 07/01/03 0 00286386 O 06/01/18 0 8373832 E23/G02 F 170,000.00 ZZ 180 169,409.19 1 5.875 1,423.10 74 5.625 1,423.10 TULARE CA 93274 5 05/16/03 00 0435951967 05 07/01/03 0 64001430 O 06/01/18 0 1 8374042 F34/G02 F 162,000.00 ZZ 180 161,412.68 1 5.375 1,312.95 39 5.125 1,312.95 HERNDON VA 20171 1 05/29/03 00 0435934674 03 07/01/03 0 13304039 O 06/01/18 0 8374614 E23/G02 F 428,000.00 ZZ 180 428,000.00 1 5.375 3,468.79 80 5.125 3,468.79 CHINO HILLS CA 91709 5 06/02/03 00 0435985411 05 08/01/03 0 51030084 O 07/01/18 0 8374728 E23/G02 F 174,000.00 ZZ 180 173,369.17 1 5.375 1,410.21 37 5.125 1,410.21 VALLEY CENTER CA 92082 5 05/13/03 00 0435955414 05 07/01/03 0 11019994 O 06/01/18 0 8374918 N74/G02 F 134,100.00 ZZ 180 133,638.89 1 6.000 1,131.61 90 5.750 1,131.61 HIGH POINT NC 27265 5 05/28/03 10 0435955521 05 07/02/03 25 0032476010 O 06/02/18 0 8374942 E23/G02 F 122,000.00 ZZ 180 121,557.69 1 5.375 988.77 47 5.125 988.77 SPRING VALLEY CA 91977 5 05/21/03 00 0435965967 05 07/01/03 0 11020559 N 06/01/18 0 8375524 E23/G02 F 280,000.00 ZZ 180 278,984.87 1 1 5.375 2,269.30 80 5.125 2,269.30 LOS ANGELOS CA 91042 5 05/29/03 00 0435974803 05 07/01/03 0 51030360 O 06/01/18 0 8376718 L68/G02 F 157,750.00 ZZ 180 157,750.00 1 5.500 1,288.95 77 5.250 1,288.95 HEMET CA 92544 2 06/03/03 00 0436018717 05 08/01/03 0 7365118 O 07/01/18 0 8376786 W98/G02 F 73,000.00 ZZ 180 72,735.34 1 5.375 591.64 58 5.125 591.64 ANNANDALE VA 22003 2 05/30/03 00 0436030639 01 07/01/03 0 L0305001 N 06/01/18 0 8377530 E82/G02 F 58,500.00 ZZ 180 58,500.00 2 5.750 485.79 65 5.500 485.79 TAMPA FL 33609 2 06/18/03 00 0400848685 05 08/01/03 0 0400848685 N 07/01/18 0 8377532 E82/G02 F 64,300.00 ZZ 180 64,300.00 1 5.500 525.38 54 5.250 525.38 TAMPA FL 33609 2 06/18/03 00 0400848693 05 08/01/03 0 0400848693 N 07/01/18 0 8377534 E82/G02 F 62,000.00 ZZ 180 62,000.00 1 5.750 514.85 80 5.500 514.85 DALLAS TX 75227 2 06/17/03 00 0400835815 05 08/01/03 0 1 0400835815 N 07/01/18 0 8377562 E82/G02 F 58,500.00 ZZ 180 58,500.00 1 5.875 489.71 43 5.625 489.71 WATERFORD CT 06385 2 06/16/03 00 0400838991 05 08/01/03 0 0400838991 N 07/01/18 0 8377740 U05/G02 F 133,800.00 TX 180 133,800.00 1 5.375 1,084.40 59 5.125 1,084.40 EL PASO TX 79936 2 06/06/03 00 0436031140 05 08/01/03 0 3351093 O 07/01/18 0 8377744 U42/G02 F 33,685.00 ZZ 180 33,685.00 1 5.500 275.23 75 5.250 275.23 NASHVILLE AR 71852 2 06/09/03 00 0436049381 05 08/01/03 0 35300247 N 07/01/18 0 8377910 E22/G02 F 466,000.00 ZZ 180 466,000.00 1 5.250 3,746.07 43 5.000 3,746.07 LOS ALTOS CA 94024 2 06/04/03 00 0416551612 05 08/01/03 0 0416551612 O 07/01/18 0 8377924 E22/G02 F 117,000.00 ZZ 180 117,000.00 1 4.875 917.63 49 4.625 917.63 ROUGH AND READY CA 95975 5 06/04/03 00 0416825297 05 08/01/03 0 0416825297 O 07/01/18 0 1 8378006 U42/G02 F 38,105.00 ZZ 180 38,105.00 2 5.500 311.35 75 5.250 311.35 NASHVILLE AR 71852 2 06/09/03 00 0436049571 05 08/01/03 0 35300248 N 07/01/18 0 8378008 E22/G02 F 72,000.00 ZZ 180 72,000.00 1 5.250 578.79 47 5.000 578.79 COLLINSVILLE TX 76233 2 06/11/03 00 0417081270 05 08/01/03 0 0417081270 O 07/01/18 0 8378026 N74/G02 F 76,000.00 ZZ 180 75,712.68 1 4.875 596.07 80 4.625 596.07 MONCKS CORNER SC 29461 2 06/10/03 00 0436015036 05 07/16/03 0 0032591010 O 06/16/18 0 8378052 E22/G02 F 305,000.00 ZZ 180 305,000.00 1 5.250 2,451.83 39 5.000 2,451.83 TULSA OK 74137 5 06/12/03 00 0417216009 03 08/01/03 0 0417216009 O 07/01/18 0 8378108 E22/G02 F 130,000.00 ZZ 180 130,000.00 1 5.375 1,053.61 70 5.125 1,053.61 SOUTHWICK MA 01077 5 06/12/03 00 0417474715 05 08/01/03 0 0417474715 O 07/01/18 0 8378124 N74/G02 F 64,000.00 ZZ 180 63,758.05 1 4.875 501.95 64 4.625 501.95 1 LADSON SC 29456 5 06/11/03 00 0436016307 05 07/16/03 0 0032586010 O 06/16/18 0 8378150 E22/G02 F 154,500.00 ZZ 180 154,500.00 1 4.875 1,211.74 74 4.625 1,211.74 MILWAUKIE OR 97222 2 06/05/03 00 0417123049 05 08/01/03 0 0417123049 O 07/01/18 0 8378164 253/253 F 68,343.00 ZZ 180 68,102.95 1 5.750 567.53 49 5.500 567.53 PRESCOTT AZ 86303 2 06/02/03 00 476088 05 07/01/03 0 476088 N 06/01/18 0 8378168 E22/G02 F 87,200.00 TX 180 87,200.00 1 5.250 700.98 58 5.000 700.98 ROCKDALE TX 76567 5 06/12/03 00 0417153194 05 08/01/03 0 0417153194 O 07/01/18 0 8378188 E22/G02 F 120,000.00 ZZ 180 120,000.00 1 5.375 972.56 48 5.125 972.56 SCOTTSDALE AZ 85260 5 06/09/03 00 0417236031 05 08/01/03 0 0417236031 O 07/01/18 0 8378202 E22/G02 F 321,700.00 ZZ 180 321,700.00 1 5.500 2,628.56 74 5.250 2,628.56 ATLANTA GA 30345 2 06/11/03 00 0417257896 03 08/01/03 0 0417257896 O 07/01/18 0 1 8378206 E22/G02 F 65,000.00 ZZ 180 65,000.00 1 5.125 518.26 38 4.875 518.26 SPOKANE WA 99204 5 06/10/03 00 0417262367 05 08/01/03 0 0417262367 O 07/01/18 0 8378210 E22/G02 F 138,000.00 ZZ 180 138,000.00 1 5.000 1,091.30 57 4.750 1,091.30 LOS ANGELES CA 90034 2 06/04/03 00 0417271145 05 08/01/03 0 0417271145 O 07/01/18 0 8378296 E22/G02 F 81,600.00 ZZ 180 81,600.00 1 5.375 661.34 80 5.125 661.34 HOUSTON TX 77099 5 06/12/03 00 0417359577 03 08/01/03 0 0417359577 O 07/01/18 0 8378320 E22/G02 F 106,000.00 T 180 106,000.00 1 5.000 838.24 59 4.750 838.24 DANA POINT CA 92679 2 06/12/03 00 0417374477 01 08/01/03 0 0417374477 O 07/01/18 0 8378580 532/G02 F 196,000.00 ZZ 180 196,000.00 1 5.000 1,549.96 80 4.750 1,549.96 CHICO CA 95928 5 06/09/03 00 0436051338 05 08/01/03 0 PF03115 O 07/01/18 0 8378680 P09/G02 F 206,099.00 ZZ 180 206,099.00 1 1 5.125 1,643.27 70 4.875 1,643.27 SILVER SPRING MD 20902 2 06/09/03 00 0436047138 05 08/01/03 0 3005210122 O 07/01/18 0 8379418 U42/G02 F 41,925.00 ZZ 180 41,925.00 1 5.500 342.56 75 5.250 342.56 NASHVILLE AR 71852 2 06/09/03 00 0436061055 05 08/01/03 0 35300233 N 07/01/18 0 8379428 U05/G02 F 212,600.00 TX 180 212,600.00 1 5.375 1,723.05 75 5.125 1,723.05 PLANO TX 75093 5 06/10/03 00 0436035463 03 08/01/03 0 3357579 O 07/01/18 0 8379540 X51/G02 F 496,000.00 ZZ 180 496,000.00 1 5.125 3,954.71 39 4.875 3,954.71 FREMONT CA 94539 2 06/12/03 00 0436031710 05 08/01/03 0 0030513011 O 07/01/18 0 8379558 K15/G02 F 30,000.00 ZZ 180 30,000.00 1 6.000 253.16 37 5.750 253.16 SHELBY OH 44875 5 06/06/03 00 0436031231 05 08/01/03 0 028605509322 O 07/01/18 0 8379648 K15/G02 F 77,600.00 ZZ 180 77,600.00 2 6.000 654.83 80 5.750 654.83 NEWSTEAD NY 14001 2 06/06/03 00 0436030134 05 08/01/03 0 1 029505517029 O 07/01/18 0 8379702 Q31/G02 F 105,865.00 ZZ 180 105,865.00 1 5.000 837.18 53 4.750 837.18 FOUNTAIN VALLEY CA 92708 5 06/13/03 00 0436045587 01 08/01/03 0 SD896709 N 07/01/18 0 8379760 F34/G02 F 83,371.00 ZZ 180 83,371.00 1 5.750 692.32 90 5.500 692.32 ARLINGTON TX 76017 1 06/16/03 14 0436032668 09 08/01/03 30 39303024 N 07/01/18 0 8379788 940/G02 F 81,700.00 ZZ 180 81,700.00 1 5.375 662.15 54 5.125 662.15 VICTORVILLE ARE CA 92392 5 06/02/03 00 0436067714 03 08/01/03 0 40030656 O 07/01/18 0 8379790 W82/G02 F 177,000.00 ZZ 180 176,384.86 1 5.875 1,481.70 89 5.625 1,481.70 WATERTOWN CT 06795 5 05/23/03 10 0436030647 05 07/01/03 25 910003855 O 06/01/18 0 8379822 Y23/G02 F 144,000.00 TX 180 144,000.00 1 5.625 1,186.17 80 5.375 1,186.17 EULESS TX 76040 5 06/13/03 00 0436106116 05 08/01/03 0 1000231645 O 07/01/18 0 1 8379910 P01/G02 F 300,700.00 ZZ 180 300,700.00 1 5.375 2,437.07 85 5.125 2,437.07 FORT EDWARD NY 12828 5 06/13/03 10 0436115489 05 08/01/03 12 03005156 O 07/01/18 0 8379932 S27/G02 F 114,400.00 ZZ 180 114,400.00 1 5.750 949.99 80 5.500 949.99 WEST PALM BEACH FL 33411 2 06/05/03 00 0436044366 05 08/01/03 0 1010030483 O 07/01/18 0 8379936 S27/G02 F 106,000.00 ZZ 180 106,000.00 1 5.250 852.12 64 5.000 852.12 CLAYTON NC 27520 2 06/02/03 00 0436043319 03 08/01/03 0 1900004344 O 07/01/18 0 8379938 G27/G02 F 69,000.00 ZZ 180 69,000.00 1 5.500 563.79 41 5.250 563.79 PALM SPRINGS CA 92264 5 06/10/03 00 0436052880 01 08/01/03 0 70403200 N 07/01/18 0 8379966 624/G02 F 220,500.00 ZZ 180 219,717.26 2 5.625 1,816.33 77 5.375 1,816.33 CITRUS HEIGHTS CA 95610 2 05/15/03 00 0436067227 05 07/01/03 0 1000032557 N 06/01/18 0 8380380 U19/G02 F 782,400.00 ZZ 180 782,400.00 1 5.375 6,341.08 63 5.125 6,341.08 1 CONIFER CO 80433 2 06/17/03 00 0436044028 05 08/01/03 0 15150441 O 07/01/18 0 8380486 E82/G02 F 264,350.00 ZZ 180 264,350.00 1 5.125 2,107.72 59 4.875 2,107.72 COLORADO SPRING CO 80907 2 06/16/03 00 0400852828 05 08/01/03 0 0400852828 O 07/01/18 0 8380512 E82/G02 F 56,300.00 ZZ 180 56,300.00 1 5.375 456.29 32 5.125 456.29 WINNETKA CA 91306 2 06/13/03 00 0400813002 05 08/01/03 0 0400813002 O 07/01/18 0 8380560 E82/G02 F 115,500.00 ZZ 180 115,500.00 1 5.375 936.09 39 5.125 936.09 CHINO CA 91710 2 06/13/03 00 0400841169 05 08/01/03 0 0400841169 O 07/01/18 0 8380566 E82/G02 F 204,000.00 ZZ 180 204,000.00 1 5.250 1,639.91 80 5.000 1,639.91 MODESTO CA 95350 2 06/13/03 00 0400841631 05 08/01/03 0 0400841631 O 07/01/18 0 8380608 E84/G02 F 86,000.00 ZZ 180 85,688.21 1 5.375 697.00 35 5.125 697.00 KELSEYVILLE CA 95451 2 05/08/03 00 0436053318 05 07/01/03 0 1101047968 O 06/01/18 0 1 8380610 E22/G02 F 70,000.00 ZZ 180 70,000.00 1 5.875 585.98 69 5.625 585.98 HOUSTON TX 77084 2 06/13/03 00 0416709186 03 08/01/03 0 0416709186 O 07/01/18 0 8380728 E22/G02 F 131,500.00 ZZ 180 131,500.00 1 5.250 1,057.10 72 5.000 1,057.10 CANTONMENT FL 32533 5 06/13/03 00 0417092913 05 08/01/03 0 0417092913 O 07/01/18 0 8380734 E22/G02 F 226,226.00 ZZ 180 226,226.00 1 5.750 1,878.60 88 5.500 1,878.60 FLORISSANT CO 80816 2 06/13/03 01 0417104379 03 08/01/03 25 0417104379 O 07/01/18 0 8380814 E22/G02 F 111,500.00 ZZ 180 111,500.00 1 5.375 903.67 80 5.125 903.67 COLUMBIA SC 29210 5 06/13/03 00 0417230794 05 08/01/03 0 0417230794 O 07/01/18 0 8380836 E22/G02 F 144,000.00 ZZ 180 144,000.00 1 5.250 1,157.58 79 5.000 1,157.58 LACY TOWNSHIP NJ 08731 5 06/13/03 00 0417261583 05 08/01/03 0 0417261583 O 07/01/18 0 8380844 E22/G02 F 89,600.00 ZZ 180 89,600.00 1 1 5.375 726.18 80 5.125 726.18 RENO NV 89509 2 06/05/03 00 0417269503 05 08/01/03 0 0417269503 N 07/01/18 0 8380918 F34/G02 F 83,371.00 ZZ 180 83,371.00 1 5.750 692.32 90 5.500 692.32 ARLINGTON TX 76017 1 06/16/03 10 0436032791 09 08/01/03 30 39303025 N 07/01/18 0 8380932 E22/G02 F 157,900.00 ZZ 180 157,900.00 1 5.250 1,269.32 46 5.000 1,269.32 HAYWARD CA 94541 5 06/09/03 00 0417369063 05 08/01/03 0 0417369063 O 07/01/18 0 8380974 E22/G02 F 100,000.00 ZZ 180 100,000.00 1 5.000 790.79 56 4.750 790.79 LAKEWOOD CO 80226 5 06/13/03 00 0417378205 01 08/01/03 0 0417378205 O 07/01/18 0 8380976 E22/G02 F 235,000.00 ZZ 180 235,000.00 1 4.875 1,843.10 54 4.625 1,843.10 TRABUCO CANYON CA 92679 2 06/12/03 00 0417378817 03 08/01/03 0 0417378817 O 07/01/18 0 8381044 E22/G02 F 159,200.00 ZZ 180 159,200.00 1 5.125 1,269.33 80 4.875 1,269.33 POMONA CA 91767 5 06/11/03 00 0417485745 05 08/01/03 0 1 0417485745 O 07/01/18 0 8381410 E82/G02 F 90,100.00 ZZ 180 90,100.00 1 5.375 730.23 70 5.125 730.23 DAYTONA BEACH FL 32127 2 06/10/03 00 0400840336 05 08/01/03 0 0400840336 O 07/01/18 0 8381462 E82/G02 F 109,600.00 ZZ 180 109,600.00 1 5.375 888.27 31 5.125 888.27 WILMINGTON MA 01887 5 06/11/03 00 0400842688 05 08/01/03 0 0400842688 O 07/01/18 0 8381464 E82/G02 F 125,500.00 ZZ 180 125,500.00 1 4.875 984.29 55 4.625 984.29 IRVINE CA 92604 2 06/10/03 00 0400848750 03 08/01/03 0 0400848750 O 07/01/18 0 8381470 E82/G02 F 99,900.00 ZZ 180 99,900.00 1 5.375 809.65 77 5.125 809.65 STOUGHTON MA 02072 2 06/11/03 00 0400843264 05 08/01/03 0 0400843264 O 07/01/18 0 8381492 E82/G02 F 301,800.00 ZZ 180 301,800.00 1 5.375 2,445.98 62 5.125 2,445.98 NEW ORLEANS LA 70124 2 06/10/03 00 0400846432 05 08/01/03 0 0400846432 O 07/01/18 0 1 8381500 E82/G02 F 136,000.00 ZZ 180 136,000.00 1 5.375 1,102.23 80 5.125 1,102.23 CHARLOTTE NC 28217 2 06/09/03 00 0400834347 05 08/01/03 0 0400834347 O 07/01/18 0 8382620 K15/G02 F 175,500.00 ZZ 180 175,500.00 1 5.250 1,410.81 69 5.000 1,410.81 BRISTOL RI 02809 5 06/10/03 00 0436035612 05 08/01/03 0 029705509627 O 07/01/18 0 8382670 Y23/G02 F 91,200.00 TX 180 91,200.00 1 5.750 757.33 80 5.500 757.33 LEWISVILLE TX 75077 5 06/16/03 00 0436113955 05 08/01/03 0 1000237686 O 07/01/18 0 8382776 K15/G02 F 32,300.00 ZZ 120 32,300.00 1 6.000 358.60 95 5.750 358.60 MILLINOCKET ME 04462 5 06/06/03 41 0436033393 05 08/01/03 25 007005515203 O 07/01/13 0 8382780 E47/G02 F 200,000.00 ZZ 180 200,000.00 1 5.250 1,607.76 55 5.000 1,607.76 COLUMBIA MD 21044 1 06/04/03 00 0436039598 05 08/01/03 0 7338511249 O 07/01/18 0 8382970 K15/G02 F 84,600.00 ZZ 180 84,309.10 1 6.000 713.90 90 5.750 713.90 1 OLIVEHURST CA 95961 5 05/27/03 41 0436035695 05 07/01/03 12 039005509655 O 06/01/18 0 8383092 X71/G02 F 185,000.00 ZZ 180 185,000.00 1 5.250 1,487.17 50 5.000 1,487.17 SAN LEANDRO CA 94577 2 06/12/03 00 0436070312 05 08/01/03 0 8025544 O 07/01/18 0 8383378 E82/G02 F 174,200.00 ZZ 180 174,200.00 1 5.250 1,400.35 44 5.000 1,400.35 ENCINO CA 91436 2 06/12/03 00 0400841987 05 08/01/03 0 0400841987 O 07/01/18 0 8383388 E82/G02 F 42,100.00 ZZ 180 42,100.00 1 5.375 341.21 32 5.125 341.21 BELLEVILLE NJ 07109 2 06/12/03 00 0400853966 05 08/01/03 0 0400853966 O 07/01/18 0 8383486 W02/G02 F 252,000.00 ZZ 180 251,047.32 1 4.875 1,976.43 80 4.625 1,976.43 TALLAHASSEE FL 32312 2 05/27/03 00 0436071138 05 07/01/03 0 1002405032 O 06/01/18 0 8384332 E82/G02 F 117,600.00 ZZ 180 117,600.00 1 5.500 960.89 37 5.250 960.89 CORONA CA 92879 2 06/10/03 00 0400829370 03 08/01/03 0 0400829370 N 07/01/18 0 1 8384338 E82/G02 F 75,600.00 ZZ 180 75,600.00 1 5.500 617.72 63 5.250 617.72 GURLEY AL 35748 2 06/18/03 00 0400820528 05 08/01/03 0 0400820528 O 07/01/18 0 8384344 E82/G02 F 173,200.00 ZZ 180 173,200.00 1 5.375 1,403.73 67 5.125 1,403.73 PLANO TX 75093 2 06/20/03 00 0400846127 03 08/01/03 0 0400846127 N 07/01/18 0 8384346 E82/G02 F 154,250.00 ZZ 180 154,250.00 1 5.375 1,250.14 61 5.125 1,250.14 PLANO TX 75025 2 06/20/03 00 0400846135 03 08/01/03 0 0400846135 N 07/01/18 0 8384348 E82/G02 F 146,400.00 ZZ 180 146,400.00 1 5.375 1,186.52 60 5.125 1,186.52 PLANO TX 75025 2 06/18/03 00 0400846176 03 08/01/03 0 0400846176 N 07/01/18 0 8384354 E82/G02 F 161,500.00 ZZ 180 161,500.00 1 5.375 1,308.90 64 5.125 1,308.90 PLANO TX 75025 2 06/20/03 00 0400846150 03 08/01/03 0 0400846150 N 07/01/18 0 8384380 E82/G02 F 62,200.00 ZZ 180 62,200.00 1 1 5.250 500.01 43 5.000 500.01 WILLIAMSBURG MI 49690 2 06/17/03 00 0400850590 05 08/01/03 0 0400850590 O 07/01/18 0 8384662 E22/G02 F 234,000.00 ZZ 180 233,142.68 1 5.250 1,881.07 39 5.000 1,881.07 REDONDO BEACH CA 90278 2 05/30/03 00 0417204559 05 07/01/03 0 0417204559 O 06/01/18 0 8384728 E22/G02 F 188,000.00 ZZ 180 188,000.00 2 5.625 1,548.62 26 5.375 1,548.62 REDONDO BEACH CA 90278 2 06/02/03 00 0417255122 05 08/01/03 0 0417255122 N 07/01/18 0 8384744 E22/G02 F 122,000.00 ZZ 180 122,000.00 1 5.250 980.73 78 5.000 980.73 BAT CAVE NC 28710 2 06/13/03 00 0417292133 05 08/01/03 0 0417292133 O 07/01/18 0 8384754 E22/G02 F 176,000.00 ZZ 180 176,000.00 1 5.375 1,426.42 77 5.125 1,426.42 BAKERSFIELD CA 93311 5 06/10/03 00 0417324266 05 08/01/03 0 0417324266 O 07/01/18 0 8384774 E22/G02 F 116,640.00 ZZ 180 116,640.00 1 5.625 960.80 90 5.375 960.80 KALAMAZOO MI 49008 1 06/20/03 04 0417339579 05 08/01/03 12 1 0417339579 N 07/01/18 0 8384780 E22/G02 F 116,910.00 ZZ 180 116,910.00 1 5.625 963.02 90 5.375 963.02 KALAMAZOO MI 49008 1 06/20/03 04 0417339751 05 08/01/03 12 0417339751 N 07/01/18 0 8384792 E22/G02 F 112,410.00 ZZ 180 112,410.00 1 5.625 925.96 90 5.375 925.96 KALAMAZOO MI 49008 1 06/20/03 04 0417357134 05 08/01/03 12 0417357134 N 07/01/18 0 8385346 144/144 F 375,000.00 ZZ 180 373,611.61 1 5.125 2,989.95 67 4.875 2,989.95 CIRCLEVILLE NY 10919 2 05/22/03 00 160724781 05 07/01/03 0 160724781 O 06/01/18 0 8386172 Q31/G02 F 50,000.00 ZZ 180 50,000.00 1 5.625 411.87 80 5.375 411.87 TUCSON AZ 85711 5 06/13/03 00 0436091698 09 08/01/03 0 HS892264 N 07/01/18 0 8386332 825/G02 F 435,000.00 ZZ 180 435,000.00 1 5.000 3,439.95 55 4.750 3,439.95 FRISCO CO 80443 5 06/11/03 00 0436083364 05 08/01/03 0 VANDUINEN16703 O 07/01/18 0 1 8387343 Q31/G02 F 146,250.00 ZZ 180 143,029.20 1 6.625 1,284.07 90 6.375 1,284.07 LAS VEGAS NV 89131 1 01/14/03 10 0435332846 03 03/01/03 12 NV698 O 02/01/18 0 8388574 X47/G02 F 115,500.00 TX 180 115,500.00 1 5.125 920.91 70 4.875 920.91 HUMBLE TX 77346 5 06/12/03 00 0436044044 05 08/01/03 0 K11940 O 07/01/18 0 8389770 E22/G02 F 36,000.00 ZZ 180 36,000.00 1 6.000 303.79 89 5.750 303.79 MIDWEST CITY OK 73110 5 06/16/03 01 0417311602 05 08/01/03 25 0417311602 O 07/01/18 0 8389776 E22/G02 F 91,200.00 ZZ 180 91,200.00 1 5.375 739.14 80 5.125 739.14 BULLHEAD CITY AZ 86442 5 06/10/03 00 0417322948 05 08/01/03 0 0417322948 O 07/01/18 0 8389830 E22/G02 F 530,400.00 ZZ 180 530,400.00 1 4.875 4,159.91 80 4.625 4,159.91 DAVIS CA 95616 5 06/16/03 00 0417412988 05 08/01/03 0 0417412988 O 07/01/18 0 8389884 E22/G02 F 260,000.00 ZZ 180 260,000.00 1 5.125 2,073.03 79 4.875 2,073.03 1 CHICAGO IL 60631 5 06/16/03 00 0417238748 05 08/01/03 0 0417238748 O 07/01/18 0 8389950 E22/G02 F 116,000.00 ZZ 180 116,000.00 1 4.875 909.79 46 4.625 909.79 PLAINSBORO NJ 08536 2 06/16/03 00 0416667376 03 08/01/03 0 0416667376 O 07/01/18 0 8389976 E22/G02 F 54,200.00 ZZ 180 54,200.00 1 5.500 442.86 67 5.250 442.86 NEWPORT NEWS VA 23607 2 06/18/03 00 0416934941 05 08/01/03 0 0416934941 N 07/01/18 0 8390074 E22/G02 F 650,000.00 ZZ 180 650,000.00 1 4.875 5,097.93 41 4.625 5,097.93 SANTA BARBARA CA 93103 2 06/10/03 00 0417139920 05 08/01/03 0 0417139920 O 07/01/18 0 8390080 E22/G02 F 120,000.00 TX 180 120,000.00 1 5.375 972.56 61 5.125 972.56 HOUSTON TX 77095 5 06/10/03 00 0417142767 03 08/01/03 0 0417142767 O 07/01/18 0 8390084 E22/G02 F 72,000.00 ZZ 180 72,000.00 1 5.250 578.79 49 5.000 578.79 IRVINGTON AL 36544 5 06/16/03 00 0417147659 05 08/01/03 0 0417147659 O 07/01/18 0 1 8390092 E82/G02 F 72,300.00 ZZ 180 72,300.00 1 6.000 610.11 66 5.750 610.11 HICKORY NC 28601 2 06/23/03 00 0400828968 05 08/01/03 0 0400828968 N 07/01/18 0 8390096 E82/G02 F 74,000.00 ZZ 180 74,000.00 1 5.375 599.74 69 5.125 599.74 LEMOORE CA 93245 2 06/16/03 00 0400838389 03 08/01/03 0 0400838389 O 07/01/18 0 8390104 E82/G02 F 206,000.00 ZZ 180 206,000.00 1 5.375 1,669.56 78 5.125 1,669.56 PHOENIX AZ 85050 5 06/18/03 00 0400841672 05 08/01/03 0 0400841672 O 07/01/18 0 8390150 E82/G02 F 66,800.00 ZZ 180 66,800.00 2 6.000 563.70 67 5.750 563.70 OWASSO OK 74055 2 06/23/03 00 0400832630 05 08/01/03 0 0400832630 N 07/01/18 0 8390154 E82/G02 F 69,700.00 ZZ 180 69,700.00 2 6.000 588.17 67 5.750 588.17 OWASSO OK 74055 2 06/23/03 00 0400832887 05 08/01/03 0 0400832887 N 07/01/18 0 8390170 E82/G02 F 93,500.00 ZZ 180 93,500.00 1 1 5.625 770.19 66 5.375 770.19 TEMPE AZ 85284 2 06/17/03 00 0400829636 05 08/01/03 0 0400829636 O 07/01/18 0 8390172 E82/G02 F 82,500.00 ZZ 180 82,500.00 1 5.625 679.58 33 5.375 679.58 KITTERY ME 03905 2 06/18/03 00 0400827168 05 08/01/03 0 0400827168 N 07/01/18 0 8390204 E82/G02 F 204,300.00 ZZ 180 204,300.00 1 5.375 1,655.78 89 5.125 1,655.78 ARVADA CO 80005 2 06/19/03 10 0400843389 05 08/01/03 12 0400843389 O 07/01/18 0 8390210 E82/G02 F 273,400.00 ZZ 180 273,400.00 1 5.500 2,233.91 59 5.250 2,233.91 ARLINGTON VA 22201 2 06/19/03 00 0400853917 05 08/01/03 0 0400853917 N 07/01/18 0 8390216 E82/G02 F 141,500.00 ZZ 180 141,500.00 1 5.500 1,156.17 50 5.250 1,156.17 ARLINGTON VA 22201 2 06/19/03 00 0400853875 05 08/01/03 0 0400853875 N 07/01/18 0 8390218 E82/G02 F 141,000.00 ZZ 180 141,000.00 1 5.500 1,152.09 50 5.250 1,152.09 ARLINGTON VA 22201 2 06/19/03 00 0400853941 05 08/01/03 0 1 0400853941 N 07/01/18 0 8393640 X67/G02 F 156,000.00 ZZ 180 156,000.00 1 5.125 1,243.82 63 4.875 1,243.82 VAN NUYS CA 91401 5 06/04/03 00 0436052120 05 08/01/03 0 00287181 O 07/01/18 0 8393748 K15/G02 F 74,000.00 ZZ 180 74,000.00 1 5.750 614.50 70 5.500 614.50 FAIRFAX MN 55332 5 06/16/03 00 0436044374 05 08/01/03 0 013205517292 O 07/01/18 0 8393796 K15/G02 F 95,100.00 ZZ 180 95,100.00 1 5.375 770.75 72 5.125 770.75 LANCASTER NH 03584 5 06/09/03 00 0436040364 05 08/01/03 0 033105516726 O 07/01/18 0 8393862 Q31/G02 F 235,000.00 ZZ 180 235,000.00 1 5.000 1,858.37 57 4.750 1,858.37 WOODLAND HILLS CA 91367 2 06/18/03 00 0436076434 05 08/01/03 0 SD892832 O 07/01/18 0 8393872 R84/G02 F 86,000.00 ZZ 180 86,000.00 1 5.250 691.33 65 5.000 691.33 BATON ROUGE LA 70816 5 06/10/03 00 0436077135 05 08/01/03 0 R305140005 O 07/01/18 0 1 8397926 U05/G02 F 260,000.00 TX 180 260,000.00 1 5.375 2,107.21 80 5.125 2,107.21 MAGNOLIA TX 77355 5 06/05/03 00 0436038483 05 08/01/03 0 3338590 O 07/01/18 0 8398114 E22/G02 F 350,000.00 ZZ 180 350,000.00 1 5.375 2,836.63 80 5.125 2,836.63 WEST BLOOMFIELD MI 48324 2 06/18/03 00 0417382124 05 08/01/03 0 0417382124 O 07/01/18 0 8398130 E22/G02 F 173,500.00 ZZ 180 173,500.00 1 5.250 1,394.73 80 5.000 1,394.73 HILLSBORO OR 97124 5 06/16/03 00 0417400041 05 08/01/03 0 0417400041 O 07/01/18 0 8398156 E82/G02 F 79,000.00 ZZ 180 79,000.00 1 5.625 650.75 40 5.375 650.75 KILL DEVIL HILL NC 27948 2 06/24/03 00 0400848420 05 08/01/03 0 0400848420 N 07/01/18 0 8398180 E82/G02 F 96,500.00 ZZ 180 96,363.79 2 5.375 782.10 57 5.125 782.10 RICHARDSON TX 75081 2 06/23/03 00 0400845483 05 08/01/03 0 0400845483 N 07/01/18 0 8398238 E82/G02 F 99,700.00 ZZ 180 99,700.00 1 5.250 801.47 68 5.000 801.47 1 METARIE LA 70001 2 06/17/03 00 0400844502 05 08/01/03 0 0400844502 O 07/01/18 0 8398294 E82/G02 F 83,000.00 ZZ 180 83,000.00 1 5.375 672.69 35 5.125 672.69 MODESTO CA 95351 2 06/18/03 00 0400844510 05 08/01/03 0 0400844510 O 07/01/18 0 8398324 E22/G02 F 342,400.00 ZZ 180 342,400.00 1 5.375 2,775.03 80 5.125 2,775.03 RENO NV 89509 2 06/06/03 00 0417056918 05 08/01/03 0 0417056918 O 07/01/18 0 8398328 E22/G02 F 200,000.00 ZZ 180 200,000.00 1 5.375 1,620.93 58 5.125 1,620.93 PLANO TX 75024 5 06/17/03 00 0417061223 03 08/01/03 0 0417061223 O 07/01/18 0 8398336 E82/G02 F 199,500.00 ZZ 180 199,500.00 1 5.375 1,616.88 95 5.125 1,616.88 OAKTON VA 22124 2 06/20/03 04 0400845632 01 08/01/03 25 0400845632 O 07/01/18 0 8398360 E22/G02 F 588,000.00 ZZ 180 588,000.00 1 5.250 4,726.80 52 5.000 4,726.80 LOS GATOS CA 95033 2 06/11/03 00 0417096211 05 08/01/03 0 0417096211 O 07/01/18 0 1 8398364 E82/G02 F 197,400.00 ZZ 180 197,400.00 1 5.250 1,586.85 64 5.000 1,586.85 GAINESVILLE FL 32606 2 06/18/03 00 0400841540 05 08/01/03 0 0400841540 O 07/01/18 0 8398372 E22/G02 F 322,700.00 ZZ 180 322,700.00 1 4.875 2,530.93 50 4.625 2,530.93 MILLBURN NJ 07041 5 06/18/03 00 0417107232 05 08/01/03 0 0417107232 O 07/01/18 0 8398430 E22/G02 F 62,500.00 T 180 62,500.00 1 5.500 510.68 64 5.250 510.68 MABANK TX 75147 5 06/23/03 00 0417146099 05 08/01/03 0 0417146099 O 07/01/18 0 8398458 E22/G02 F 89,700.00 ZZ 180 89,700.00 1 5.375 726.99 78 5.125 726.99 CEDAR HILL TX 75104 2 06/13/03 00 0417236577 05 08/01/03 0 0417236577 O 07/01/18 0 8398470 E22/G02 F 142,500.00 ZZ 180 142,500.00 1 5.500 1,164.34 51 5.250 1,164.34 AUSTIN TX 78731 2 06/16/03 00 0417245420 05 08/01/03 0 0417245420 O 07/01/18 0 8398476 E22/G02 F 199,500.00 ZZ 180 199,500.00 1 1 5.375 1,616.88 73 5.125 1,616.88 BOCA RATON FL 33428 2 06/17/03 00 0417254851 03 08/01/03 0 0417254851 O 07/01/18 0 8398518 E22/G02 F 77,000.00 ZZ 180 77,000.00 1 6.000 649.77 70 5.750 649.77 WEST PALM BEACH FL 33415 5 06/23/03 00 0417309606 03 08/01/03 0 0417309606 N 07/01/18 0 8398612 E22/G02 F 55,000.00 TX 120 55,000.00 1 5.875 607.17 50 5.625 607.17 HOUSTON TX 77085 5 06/18/03 00 0417364445 05 08/01/03 0 0417364445 O 07/01/13 0 8398632 E22/G02 F 136,000.00 ZZ 180 136,000.00 1 5.000 1,075.48 80 4.750 1,075.48 BEAVERTON OR 97007 5 06/17/03 00 0417561610 05 08/01/03 0 0417561610 O 07/01/18 0 8398788 M27/G02 F 100,000.00 ZZ 180 100,000.00 1 4.875 784.30 72 4.625 784.30 WILMINGTON NC 28403 1 06/16/03 00 0436123558 09 08/01/03 0 0100156016 O 07/01/18 0 8398934 T29/G02 F 108,000.00 ZZ 180 108,000.00 1 5.375 875.30 70 5.125 875.30 SHOW LOW AZ 85901 5 06/09/03 00 0436040810 05 08/01/03 0 1 1537944 O 07/01/18 0 8399010 X31/G02 F 115,750.00 ZZ 180 115,750.00 1 5.375 938.11 46 5.125 938.11 AZUSA CA 91702 2 06/09/03 00 0436052062 05 08/01/03 0 80001089 O 07/01/18 0 8399052 B23/G02 F 167,500.00 ZZ 180 167,500.00 1 4.875 1,313.70 55 4.625 1,313.70 ANAHEIM CA 92802 2 06/02/03 00 0436121305 05 08/01/03 0 80000990 O 07/01/18 0 8399092 W17/G02 F 113,600.00 ZZ 180 113,600.00 1 6.000 958.62 80 5.750 958.62 NORTH LAUDERDAL FL 33068 5 06/20/03 00 0436080329 05 08/01/03 0 030665 N 07/01/18 0 8400673 E22/G02 F 80,000.00 ZZ 180 78,581.48 1 5.750 664.33 54 5.500 664.33 SAYLORSBURG PA 18353 1 01/30/03 00 0415889336 05 03/01/03 0 0415889336 O 02/01/18 0 8400862 N47/G02 F 205,000.00 ZZ 180 205,000.00 1 5.125 1,634.51 60 4.875 1,634.51 LOS ANGELES CA 91316 5 06/12/03 00 0436118301 05 08/01/03 0 30505428 O 07/01/18 0 1 8400936 B43/G02 F 90,400.00 TX 180 90,400.00 1 5.750 750.69 76 5.500 750.69 BURLESON TX 76028 5 06/13/03 00 0436069397 05 08/01/03 0 36399 O 07/01/18 0 8400972 K60/G02 F 129,597.00 ZZ 180 129,597.00 1 4.875 1,016.43 63 4.625 1,016.43 ARLINGTON TX 76006 2 06/13/03 00 0436061824 05 08/01/03 0 0001059054 O 07/01/18 0 8401244 W68/G02 F 288,000.00 ZZ 180 286,977.65 1 5.625 2,372.35 80 5.375 2,372.35 VISTA CA 92084 1 05/15/03 00 0436087076 05 07/01/03 0 3043073 N 06/01/18 0 8401290 W68/G02 F 272,000.00 ZZ 180 271,034.45 1 5.625 2,240.55 80 5.375 2,240.55 OCEANSIDE CA 92054 1 05/15/03 00 0436086862 05 07/01/03 0 3043076 N 06/01/18 0 8401332 N74/G02 F 55,800.00 ZZ 180 55,800.00 1 4.875 437.64 83 4.625 437.64 JUNCTION CITY KS 66441 2 06/19/03 10 0436038277 09 08/01/03 12 0032649010 O 07/01/18 0 8401386 P44/G02 F 60,000.00 ZZ 180 60,000.00 1 5.250 482.32 15 5.000 482.32 1 SALEM MA 01970 5 06/05/03 00 0436049050 01 08/01/03 0 142607579 O 07/01/18 0 8401402 E82/G02 F 153,000.00 ZZ 180 153,000.00 1 5.500 1,250.14 54 5.250 1,250.14 ARLINGTON VA 22201 2 06/19/03 00 0400853883 05 08/01/03 0 0400853883 N 07/01/18 0 8401408 X78/G02 F 540,000.00 ZZ 180 540,000.00 1 5.500 4,412.25 80 5.250 4,412.25 ATLANTA GA 30309 5 06/18/03 00 0436087456 05 08/01/03 0 990492 O 07/01/18 0 8401456 U97/G02 F 200,000.00 ZZ 180 200,000.00 1 5.125 1,594.64 37 4.875 1,594.64 SAN FRANCISCO CA 94112 5 06/10/03 00 0436093041 05 08/01/03 0 8105582 O 07/01/18 0 8401550 X47/G02 F 70,000.00 TX 180 70,000.00 1 5.375 567.33 43 5.125 567.33 HOUSTON TX 77073 5 06/17/03 00 0436105910 03 08/01/03 0 11977 O 07/01/18 0 8402032 E22/G02 F 322,700.00 ZZ 180 322,700.00 1 5.500 2,636.73 76 5.250 2,636.73 OLYMPIA WA 98512 5 06/16/03 00 0416977478 05 08/01/03 0 0416977478 O 07/01/18 0 1 8402066 E22/G02 F 65,000.00 ZZ 180 65,000.00 1 5.500 531.10 57 5.250 531.10 NINETY SIX SC 29666 5 06/24/03 00 0417014024 05 08/01/03 0 0417014024 N 07/01/18 0 8402070 E22/G02 F 195,000.00 ZZ 180 195,000.00 1 5.000 1,542.05 54 4.750 1,542.05 CAMARILLO CA 93010 2 06/13/03 00 0417016045 05 08/01/03 0 0417016045 O 07/01/18 0 8402072 E82/G02 F 98,500.00 ZZ 180 98,500.00 1 5.250 791.82 60 5.000 791.82 ASHBURN VA 20147 2 06/21/03 00 0400846606 03 08/01/03 0 0400846606 O 07/01/18 0 8402080 E82/G02 F 110,200.00 ZZ 180 110,200.00 1 5.375 893.13 51 5.125 893.13 MIAMI FL 33172 2 06/19/03 00 0400838900 03 08/01/03 0 0400838900 O 07/01/18 0 8402104 E82/G02 F 600,000.00 ZZ 180 600,000.00 1 5.500 4,902.50 75 5.250 4,902.50 LOS ANGELES CA 91342 2 06/19/03 00 0400840757 05 08/01/03 0 0400840757 O 07/01/18 0 8402118 E82/G02 F 165,900.00 ZZ 180 165,900.00 1 1 5.375 1,344.56 51 5.125 1,344.56 BIRMINGHAM AL 35205 2 06/17/03 00 0400850822 08 08/01/03 0 0400850822 O 07/01/18 0 8402136 E22/G02 F 92,000.00 TX 180 92,000.00 1 5.375 745.63 80 5.125 745.63 SPRING TX 77373 5 06/17/03 00 0417151917 03 08/01/03 0 0417151917 O 07/01/18 0 8402144 E82/G02 F 176,700.00 ZZ 180 176,700.00 1 5.250 1,420.45 79 5.000 1,420.45 GRAND TERRACE CA 92313 2 06/19/03 00 0400841938 05 08/01/03 0 0400841938 O 07/01/18 0 8402146 E22/G02 F 98,000.00 ZZ 180 98,000.00 1 5.125 781.37 64 4.875 781.37 PUYALLUP WA 98372 5 06/17/03 00 0417162245 05 08/01/03 0 0417162245 O 07/01/18 0 8402176 E82/G02 F 187,800.00 ZZ 180 187,800.00 4 5.500 1,534.48 74 5.250 1,534.48 BAKERSFIELD CA 93311 2 06/23/03 00 0400827036 05 08/01/03 0 0400827036 N 07/01/18 0 8402180 E82/G02 F 197,000.00 ZZ 180 197,000.00 4 5.500 1,609.65 62 5.250 1,609.65 BAKERSFIELD CA 93312 2 06/23/03 00 0400827044 05 08/01/03 0 1 0400827044 N 07/01/18 0 8402218 E22/G02 F 196,000.00 ZZ 180 196,000.00 4 5.500 1,601.48 72 5.250 1,601.48 BELVIDERE IL 61008 2 06/24/03 00 0417215712 05 08/01/03 0 0417215712 N 07/01/18 0 8402224 E22/G02 F 94,400.00 ZZ 180 94,400.00 1 5.000 746.51 80 4.750 746.51 SPRING HILL KS 66083 2 06/19/03 00 0417218989 05 08/01/03 0 0417218989 O 07/01/18 0 8402248 E22/G02 F 571,245.00 ZZ 180 571,245.00 1 5.125 4,554.65 56 4.875 4,554.65 SEAL BEACH CA 90740 2 06/13/03 00 0417242096 05 08/01/03 0 0417242096 O 07/01/18 0 8402316 E22/G02 F 87,000.00 ZZ 180 87,000.00 1 5.375 705.10 95 5.125 705.10 SAND SPRINGS OK 74063 2 06/19/03 01 0417341211 05 08/01/03 30 0417341211 O 07/01/18 0 8402374 E22/G02 F 60,000.00 TX 180 60,000.00 1 5.250 482.33 56 5.000 482.33 GARLAND TX 75042 5 06/19/03 00 0417371366 05 08/01/03 0 0417371366 O 07/01/18 0 1 8402384 E22/G02 F 175,000.00 TX 180 175,000.00 1 5.375 1,418.31 50 5.125 1,418.31 LAREDO TX 78041 5 06/19/03 00 0417377983 05 08/01/03 0 0417377983 O 07/01/18 0 8402392 E22/G02 F 79,700.00 TX 120 79,700.00 1 5.250 855.11 65 5.000 855.11 ROWLETT TX 75089 5 06/19/03 00 0417402211 05 08/01/03 0 0417402211 O 07/01/13 0 8402502 E22/G02 F 230,800.00 TX 180 230,800.00 1 5.250 1,855.35 80 5.000 1,855.35 ARLINGTON TX 76016 5 06/12/03 00 0417427218 05 08/01/03 0 0417427218 O 07/01/18 0 8402544 E22/G02 F 120,000.00 ZZ 180 120,000.00 1 5.250 964.65 62 5.000 964.65 TROY MI 48083 5 06/19/03 00 0417469863 05 08/01/03 0 0417469863 O 07/01/18 0 8402558 E22/G02 F 300,000.00 ZZ 180 300,000.00 1 5.125 2,391.96 70 4.875 2,391.96 CANTON TWP. MI 48187 2 06/19/03 00 0417481694 05 08/01/03 0 0417481694 O 07/01/18 0 8402938 X51/G02 F 409,000.00 ZZ 180 409,000.00 1 5.375 3,314.80 77 5.125 3,314.80 1 YAKIMA WA 98908 5 05/28/03 00 0436108971 05 08/01/03 0 0030416005 O 07/01/18 0 8402972 X51/G02 F 339,000.00 ZZ 180 339,000.00 1 5.250 2,725.15 60 5.000 2,725.15 PASADENA CA 91107 5 06/20/03 00 0436046304 05 08/01/03 0 0030514000 O 07/01/18 0 8403068 X51/G02 F 460,000.00 ZZ 180 460,000.00 1 5.125 3,667.67 80 4.875 3,667.67 REDDING CA 96001 5 06/14/03 00 0436045389 05 08/01/03 0 0030508011 O 07/01/18 0 8403168 K15/G02 F 76,500.00 ZZ 180 76,500.00 1 6.000 645.55 90 5.750 645.55 LIMON CO 80828 5 06/10/03 41 0436046650 05 08/01/03 12 023405510302 O 07/01/18 0 8403464 U05/G02 F 145,000.00 ZZ 180 145,000.00 1 4.875 1,137.23 52 4.625 1,137.23 COCKEYSVILLE MD 21030 5 06/13/03 00 0436042170 03 08/01/03 0 3370535 O 07/01/18 0 8403694 E76/G02 F 62,250.00 TX 180 62,250.00 1 5.375 504.51 75 5.125 504.51 GRAND PRAIRIE TX 75051 5 06/23/03 00 0436047807 05 08/01/03 0 10025124 N 07/01/18 0 1 8405274 T63/G02 F 277,000.00 ZZ 120 277,000.00 1 5.200 2,965.17 64 4.950 2,965.17 FALLS CHURCH VA 22046 5 06/10/03 00 0436096424 05 08/01/03 0 11243109 O 07/01/13 0 8405328 A39/G02 F 300,000.00 ZZ 180 300,000.00 1 5.375 2,431.40 39 5.125 2,431.40 AGOURA HILLS CA 91301 2 06/08/03 00 0436051957 05 08/01/03 0 2300950 O 07/01/18 0 8405330 964/G02 F 62,000.00 ZZ 180 61,535.12 1 5.000 490.29 51 4.750 490.29 HOUSTON TX 77083 2 04/14/03 00 0436124689 03 06/01/03 0 391305 O 05/01/18 0 8405382 T63/G02 F 80,100.00 ZZ 180 80,100.00 1 5.125 638.65 90 4.875 638.65 JACKSON MS 39212 5 06/12/03 11 0436096481 05 08/01/03 12 10411418 O 07/01/18 0 8405512 X67/G02 F 135,000.00 ZZ 180 135,000.00 3 5.500 1,103.06 54 5.250 1,103.06 CHICAGO IL 60651 5 06/12/03 00 0436060917 05 08/01/03 0 00241996 O 07/01/18 0 8405548 313/G02 F 200,000.00 ZZ 180 200,000.00 1 1 5.250 1,607.76 61 5.000 1,607.76 ALHAMBRA CA 91801 5 06/11/03 00 0436048888 05 08/01/03 0 0009574617 O 07/01/18 0 8405614 313/G02 F 90,000.00 ZZ 180 90,000.00 1 5.750 747.37 60 5.500 747.37 CHANDLER AZ 85226 2 06/17/03 00 0436044788 05 08/01/03 0 0009653981 N 07/01/18 0 8405928 U81/G02 F 81,700.00 ZZ 180 81,700.00 1 6.000 689.43 95 5.750 689.43 SOMERSET KY 42501 5 06/02/03 04 0436107718 05 08/01/03 25 1800006013 O 07/01/18 0 8405968 Q14/G02 F 78,000.00 ZZ 180 78,000.00 1 4.875 611.75 32 4.625 611.75 LOMBARD IL 60148 2 06/06/03 00 0436061477 05 08/01/03 0 0000313375 O 07/01/18 0 8406138 E47/G02 F 92,000.00 ZZ 180 91,662.93 1 5.250 739.57 71 5.000 739.57 MAPLE PARK IL 60151 5 05/30/03 00 0436050041 05 07/01/03 0 7360515763 O 06/01/18 0 8406303 P34/G02 F 100,700.00 ZZ 180 98,951.28 1 6.000 849.77 95 5.750 849.76 NEW BRITAIN CT 06053 5 01/15/03 10 0435333026 05 03/01/03 25 1 15709 O 02/01/18 0 8406448 W68/G02 F 100,800.00 ZZ 180 100,800.00 1 5.375 816.95 80 5.125 816.95 PLANO TX 75023 2 06/06/03 00 0436094155 05 08/01/03 0 3051589 O 07/01/18 0 8407306 E82/G02 F 61,200.00 ZZ 180 61,200.00 1 5.375 496.00 74 5.125 496.00 FRESNO CA 93703 2 06/20/03 00 0400845863 05 08/01/03 0 0400845863 O 07/01/18 0 8407316 E82/G02 F 104,900.00 ZZ 180 104,900.00 1 5.250 843.27 35 5.000 843.27 TAVARES FL 32778 2 06/20/03 00 0400857132 05 08/01/03 0 0400857132 O 07/01/18 0 8407344 E82/G02 F 165,400.00 ZZ 180 165,400.00 4 5.750 1,373.50 77 5.500 1,373.50 LAS VEGAS NV 89115 2 06/25/03 00 0400842936 05 08/01/03 0 0400842936 N 07/01/18 0 8407352 E82/G02 F 48,500.00 ZZ 180 48,500.00 1 5.750 402.75 61 5.500 402.75 NEWARK DE 19702 2 06/24/03 00 0400846580 05 08/01/03 0 0400846580 N 07/01/18 0 1 8407376 E82/G02 F 97,300.00 ZZ 180 97,300.00 1 5.250 782.17 60 5.000 782.17 CAPITOL HEIGHTS MD 20743 2 06/20/03 00 0400844874 05 08/01/03 0 0400844874 O 07/01/18 0 8407426 E82/G02 F 152,000.00 ZZ 180 152,000.00 1 5.125 1,211.93 44 4.875 1,211.93 VALLEY SPRINGS CA 95252 2 06/20/03 00 0400847158 05 08/01/03 0 0400847158 O 07/01/18 0 8407528 E22/G02 F 88,000.00 TX 180 88,000.00 1 5.625 724.88 80 5.375 724.88 KATY TX 77449 5 06/17/03 00 0417297678 03 08/01/03 0 0417297678 O 07/01/18 0 8407534 E22/G02 F 113,000.00 ZZ 180 113,000.00 1 5.000 893.60 76 4.750 893.60 VANCOUVER WA 98685 2 06/19/03 00 0417306289 05 08/01/03 0 0417306289 O 07/01/18 0 8407542 E22/G02 F 100,000.00 TX 180 100,000.00 1 5.375 810.47 74 5.125 810.47 ARLINGTON TX 76017 5 06/17/03 00 0417317799 05 08/01/03 0 0417317799 O 07/01/18 0 8407598 E22/G02 F 125,000.00 ZZ 180 125,000.00 1 5.250 1,004.85 66 5.000 1,004.85 1 MARGATE FL 33063 5 06/20/03 00 0417453842 03 08/01/03 0 0417453842 O 07/01/18 0 8407610 E22/G02 F 89,000.00 ZZ 180 89,000.00 1 5.250 715.45 58 5.000 715.45 ELKRIDGE MD 21075 2 06/20/03 00 0417469665 01 08/01/03 0 0417469665 O 07/01/18 0 8407652 E22/G02 F 380,000.00 ZZ 180 380,000.00 1 5.375 3,079.77 76 5.125 3,079.77 SAN FRANCISCO CA 94122 5 06/19/03 00 0417504990 05 08/01/03 0 0417504990 O 07/01/18 0 8407660 E22/G02 F 33,750.00 ZZ 180 33,750.00 1 6.000 284.80 75 5.750 284.80 BALTIMORE MD 21218 5 06/25/03 00 0417511441 07 08/01/03 0 0417511441 N 07/01/18 0 8407672 E22/G02 F 124,000.00 ZZ 180 124,000.00 1 5.000 980.58 80 4.750 980.58 PORT SAINT LUCI FL 34983 1 06/25/03 00 0417537487 05 08/01/03 0 0417537487 O 07/01/18 0 8407674 E22/G02 F 41,250.00 ZZ 180 41,250.00 1 6.000 348.09 75 5.750 348.09 BALTIMORE MD 21213 5 06/25/03 00 0417537586 07 08/01/03 0 0417537586 N 07/01/18 0 1 8407768 E22/G02 F 222,000.00 T 180 222,000.00 1 5.250 1,784.61 78 5.000 1,784.61 SALT LAKE UT 84103 2 06/18/03 00 0417271046 05 08/01/03 0 0417271046 O 07/01/18 0 8407796 E22/G02 F 50,000.00 ZZ 180 50,000.00 1 5.250 401.94 74 5.000 401.94 SOUTH BEND IN 46613 5 06/20/03 00 0417201209 05 08/01/03 0 0417201209 O 07/01/18 0 8407832 E22/G02 F 54,000.00 ZZ 180 54,000.00 1 5.250 434.09 60 5.000 434.09 SACRAMENTO CA 95842 2 06/16/03 00 0417238698 01 08/01/03 0 0417238698 N 07/01/18 0 8408332 Q14/G02 F 101,500.00 ZZ 180 101,500.00 1 5.125 809.28 74 4.875 809.28 OLATHE KS 66061 2 06/09/03 00 0436054639 05 08/01/03 0 0000313315 O 07/01/18 0 8408334 Q14/G02 F 168,000.00 T 180 168,000.00 1 5.250 1,350.51 80 5.000 1,350.51 FLAGSTAFF AZ 86004 1 06/11/03 00 0436054860 03 08/01/03 0 313543 O 07/01/18 0 8408370 S11/G02 F 466,000.00 ZZ 180 466,000.00 1 1 5.125 3,715.51 80 4.875 3,715.51 LOMA LAR CA 94021 5 06/18/03 00 0436044853 05 08/01/03 0 10211976 O 07/01/18 0 8408492 Q87/G02 F 45,000.00 ZZ 180 44,836.85 1 5.375 364.71 63 5.125 364.71 MADISONVILLE TN 37354 5 06/20/03 00 0436060438 05 07/25/03 0 MCDA01 O 06/25/18 0 8408500 Q87/G02 F 87,000.00 ZZ 180 87,000.00 1 6.000 734.16 75 5.750 734.16 BAY MINETTE AL 36507 5 06/18/03 00 0436071153 05 08/01/03 0 JAAU01 O 07/01/18 0 8408938 T63/G02 F 49,500.00 ZZ 180 49,500.00 1 5.625 407.75 90 5.375 407.75 PICAYUNE MS 39466 5 06/21/03 11 0436105860 05 08/01/03 12 10414099 O 07/01/18 0 8409252 A06/G02 F 120,000.00 ZZ 180 120,000.00 1 5.625 988.48 43 5.375 988.48 DEARBORN HEIGHT MI 48127 5 06/17/03 00 0436060784 05 08/01/03 0 021000020312938 O 07/01/18 0 8409320 E47/G02 F 77,000.00 ZZ 180 76,732.40 1 5.875 644.58 63 5.625 644.58 FORT MYERS FL 33905 5 05/23/03 00 0436064356 05 07/01/03 0 1 7361014265 O 06/01/18 0 8409332 H81/G02 F 119,000.00 ZZ 180 119,000.00 1 5.375 964.45 46 5.125 964.45 WESTMONT IL 60559 5 06/23/03 00 0436094858 05 08/01/03 0 WH19453 O 07/01/18 0 8409544 B23/G02 F 134,000.00 ZZ 180 134,000.00 1 5.375 1,086.02 52 5.125 1,086.02 PICO RIVERA CA 90660 2 06/13/03 00 0436121008 05 08/01/03 0 80000974 O 07/01/18 0 8409622 313/G02 F 279,800.00 ZZ 180 279,800.00 1 4.875 2,194.47 79 4.625 2,194.47 PHOENIX AZ 85023 2 06/23/03 00 0436048789 03 08/01/03 0 0009557851 O 07/01/18 0 8411142 E22/G02 F 86,400.00 ZZ 180 86,400.00 2 6.000 729.09 80 5.750 729.09 AUBURN IN 46706 5 06/26/03 00 0417120755 05 08/01/03 0 0417120755 N 07/01/18 0 8411162 E22/G02 F 143,450.00 ZZ 180 143,450.00 2 5.375 1,162.61 63 5.125 1,162.61 HOUSTON TX 77006 2 06/26/03 00 0417278215 05 08/01/03 0 0417278215 N 07/01/18 0 1 8411180 E82/G02 F 110,850.00 ZZ 180 110,850.00 1 4.875 869.39 62 4.625 869.39 STRATFORD CT 06497 2 06/24/03 00 0400854311 05 08/01/03 0 0400854311 O 07/01/18 0 8411238 E82/G02 F 84,200.00 ZZ 180 84,200.00 1 6.000 710.53 41 5.750 710.53 BASKING RIDGE NJ 07920 2 06/25/03 00 0400843306 01 08/01/03 0 0400843306 N 07/01/18 0 8411378 E22/G02 F 263,000.00 ZZ 180 263,000.00 1 5.250 2,114.20 57 5.000 2,114.20 HAYWARD CA 94541 2 06/17/03 00 0417393964 03 08/01/03 0 0417393964 O 07/01/18 0 8411938 W68/G02 F 52,500.00 ZZ 180 52,500.00 1 6.000 443.02 84 5.750 443.02 SAN ANTONIO TX 78237 1 06/03/03 04 0436094213 05 08/01/03 25 3042307 O 07/01/18 0 8412044 U85/G02 F 143,000.00 ZZ 180 143,000.00 1 5.250 1,149.55 70 5.000 1,149.55 MENOMONEE FALLS WI 53051 2 06/16/03 00 0436049688 05 08/01/03 0 TQS265 O 07/01/18 0 8412066 P44/G02 F 170,000.00 ZZ 180 170,000.00 1 5.000 1,344.35 41 4.750 1,344.35 1 CANTON MA 02021 5 06/12/03 00 0436069454 05 08/01/03 0 112607291 O 07/01/18 0 8412106 M24/G02 F 90,000.00 ZZ 180 90,000.00 1 5.625 741.36 63 5.375 741.36 SAINT ANTHONY ID 83445 2 06/11/03 00 0436062277 05 08/01/03 0 266213513 O 07/01/18 0 8412118 U05/G02 F 368,000.00 ZZ 180 368,000.00 1 5.375 2,982.51 80 5.125 2,982.51 LIVERMORE CA 94551 5 06/06/03 00 0436051049 05 08/01/03 0 3356208 O 07/01/18 0 8412134 W40/G02 F 235,000.00 ZZ 180 235,000.00 1 5.125 1,873.70 79 4.875 1,873.70 PORTGAGE MI 49024 5 06/20/03 00 0436094643 05 08/01/03 0 102019571 O 07/01/18 0 8412136 U05/G02 F 96,000.00 TX 180 96,000.00 1 5.500 784.40 80 5.250 784.40 ROWLETT TX 75088 5 06/13/03 00 0436062962 05 08/01/03 0 3373621 O 07/01/18 0 8412920 E77/G02 F 100,000.00 ZZ 180 100,000.00 1 5.000 790.79 48 4.750 790.79 RIVERDALE MD 20737 2 06/13/03 00 0436095095 05 08/01/03 0 1080003977 O 07/01/18 0 1 8412934 H93/G02 F 105,000.00 ZZ 180 105,000.00 1 5.625 864.92 46 5.375 864.92 MERRIAM KS 66202 2 06/16/03 00 0436063598 05 08/01/03 0 2003000687 N 07/01/18 0 8413148 U19/G02 F 82,000.00 ZZ 180 82,000.00 1 5.375 664.58 76 5.125 664.58 PHOENIX AZ 85051 2 06/17/03 00 0436107189 05 08/01/03 0 11001054 O 07/01/18 0 8413170 253/253 F 604,000.00 ZZ 180 604,000.00 1 5.250 4,855.43 80 5.000 4,855.43 AUSTIN TX 78738 2 06/05/03 00 995483 05 08/01/03 0 995483 O 07/01/18 0 8413546 E82/G02 F 95,900.00 ZZ 180 95,900.00 1 5.250 770.92 57 5.000 770.92 KALISPELL MT 59901 2 06/24/03 00 0400845558 05 08/01/03 0 0400845558 O 07/01/18 0 8413550 E82/G02 F 55,000.00 ZZ 180 55,000.00 1 5.375 445.76 43 5.125 445.76 BILLINGS MT 59101 2 06/25/03 00 0400839841 05 08/01/03 0 0400839841 O 07/01/18 0 8413568 E82/G02 F 86,000.00 ZZ 180 86,000.00 1 1 5.375 697.00 22 5.125 697.00 UPPER MARLBORO MD 20774 2 06/24/03 00 0400814661 05 08/01/03 0 0400814661 O 07/01/18 0 8413582 E82/G02 F 144,000.00 ZZ 180 144,000.00 1 5.250 1,157.58 80 5.000 1,157.58 SEATAC WA 98188 2 06/24/03 00 0400847794 05 08/01/03 0 0400847794 O 07/01/18 0 8413590 E82/G02 F 65,400.00 ZZ 180 65,400.00 1 6.000 551.88 41 5.750 551.88 BELTSVILLE MD 20705 2 06/27/03 00 0400828943 05 08/01/03 0 0400828943 N 07/01/18 0 8413816 E22/G02 F 110,000.00 TX 180 110,000.00 1 5.625 906.10 67 5.375 906.10 MILLSAP TX 76066 5 06/23/03 00 0417104445 05 08/01/03 0 0417104445 O 07/01/18 0 8413820 E22/G02 F 717,000.00 T 180 717,000.00 1 5.000 5,669.99 44 4.750 5,669.99 BEAVER CREEK CO 80110 2 06/26/03 00 0417114683 20 08/01/03 0 0417114683 O 07/01/18 0 8413826 E22/G02 F 88,400.00 ZZ 180 88,400.00 1 5.375 716.45 89 5.125 716.45 ASHVILLE AL 35953 5 06/23/03 01 0417119732 05 08/01/03 25 1 0417119732 O 07/01/18 0 8413848 E22/G02 F 322,700.00 ZZ 180 322,700.00 1 5.125 2,572.95 59 4.875 2,572.95 FULLERTON CA 92833 5 06/19/03 00 0417161031 05 08/01/03 0 0417161031 O 07/01/18 0 8413868 E22/G02 F 93,000.00 TX 180 93,000.00 1 5.375 753.73 68 5.125 753.73 AUSTIN TX 78759 5 06/20/03 00 0417188067 05 08/01/03 0 0417188067 O 07/01/18 0 8413894 E22/G02 F 68,000.00 ZZ 180 68,000.00 1 5.250 546.64 31 5.000 546.64 HAGERSTOWN MD 21740 2 06/19/03 00 0417221298 05 08/01/03 0 0417221298 O 07/01/18 0 8413984 E22/G02 F 184,500.00 ZZ 180 184,500.00 1 5.750 1,532.11 65 5.500 1,532.11 COMMERCE TOWNSH MI 48382 2 06/27/03 00 0417310968 05 08/01/03 0 0417310968 N 07/01/18 0 8414020 E22/G02 F 155,000.00 ZZ 180 155,000.00 1 4.875 1,215.66 62 4.625 1,215.66 SOUTH JORDAN UT 84095 2 06/23/03 00 0417352622 05 08/01/03 0 0417352622 O 07/01/18 0 1 8414062 E22/G02 F 241,000.00 ZZ 180 241,000.00 1 5.250 1,937.35 64 5.000 1,937.35 FARMINGTON HILL MI 48331 2 06/23/03 00 0417406279 05 08/01/03 0 0417406279 O 07/01/18 0 8414828 X31/G02 F 110,500.00 ZZ 180 110,500.00 1 5.125 881.04 69 4.875 881.04 POMONA CA 91766 2 06/16/03 00 0436094221 05 08/01/03 0 80001327 O 07/01/18 0 8414852 W49/G02 F 560,000.00 ZZ 180 560,000.00 1 5.250 4,501.72 68 5.000 4,501.72 CAPISTRANO BEAC CA 92624 5 06/25/03 00 0436053912 05 08/01/03 0 2003043391 O 07/01/18 0 8414904 A50/G02 F 81,500.00 ZZ 180 81,500.00 1 6.000 687.74 57 5.750 687.74 ST MARYS GA 31558 2 06/24/03 00 0436072235 05 08/01/03 0 1092675 N 07/01/18 0 8414940 A50/G02 F 70,000.00 ZZ 180 70,000.00 1 5.375 567.33 73 5.125 567.33 SULLIGENT AL 35586 2 06/20/03 00 0436072219 05 08/01/03 0 1067974 O 07/01/18 0 8415024 X13/G02 F 54,000.00 ZZ 180 54,000.00 1 5.375 437.66 82 5.125 437.66 1 KENNEWICK WA 99336 5 06/12/03 04 0436106140 01 08/01/03 12 206856 O 07/01/18 0 8415292 Q30/G02 F 202,500.00 ZZ 180 202,500.00 1 5.250 1,627.86 73 5.000 1,627.86 MARLBOROUGH CT 06447 2 06/05/03 00 0436097133 05 08/01/03 0 21023008 O 07/01/18 0 8415302 Q30/G02 F 120,000.00 ZZ 180 120,000.00 3 5.875 1,004.54 53 5.625 1,004.54 LEOMINSTER MA 01453 5 06/13/03 00 0436091037 05 08/01/03 0 21023573 N 07/01/18 0 8415518 Q14/G02 F 90,000.00 ZZ 180 90,000.00 1 5.000 711.71 79 4.750 711.71 KANSAS CITY KS 66109 2 06/20/03 00 0436057640 05 08/01/03 0 00003-13877 O 07/01/18 0 8415590 940/G02 F 92,500.00 ZZ 180 92,500.00 1 5.750 768.13 55 5.500 768.13 ONTARIO CA 91764 5 06/23/03 00 0436097265 05 08/01/03 0 40030880 O 07/01/18 0 8415592 A06/G02 F 70,000.00 ZZ 180 70,000.00 1 5.500 571.96 59 5.250 571.96 BELLEVILLE MI 48111 2 06/23/03 00 0436060941 05 08/01/03 0 001000010301574 N 07/01/18 0 1 8415608 964/G02 F 100,000.00 T 180 100,000.00 1 5.250 803.88 16 5.000 803.88 ENCINITAS CA 92024 2 06/03/03 00 0436089171 01 08/01/03 0 404869 O 07/01/18 0 8415622 964/G02 F 250,000.00 ZZ 180 250,000.00 1 5.250 2,009.70 47 5.000 2,009.70 HUNTINGTON BEAC CA 92649 5 06/11/03 00 0436089056 05 08/01/03 0 413615 O 07/01/18 0 8415624 964/G02 F 114,000.00 ZZ 180 114,000.00 2 5.375 923.93 75 5.125 923.93 PORTLAND OR 97218 2 06/06/03 00 0436091243 05 08/01/03 0 418586 O 07/01/18 0 8415626 964/G02 F 182,250.00 ZZ 180 182,250.00 1 5.250 1,465.07 75 5.000 1,465.07 IRVING TX 75063 2 06/20/03 00 0436088843 03 08/01/03 0 419408 O 07/01/18 0 8415660 964/G02 F 300,000.00 ZZ 180 300,000.00 1 5.375 2,431.40 47 5.125 2,431.40 SAN JOSE CA 95133 2 06/13/03 00 0436086797 05 08/01/03 0 431074 O 07/01/18 0 8415682 964/G02 F 70,000.00 ZZ 180 70,000.00 1 1 5.000 553.56 35 4.750 553.56 SACRAMENTO CA 95820 2 06/13/03 00 0436084511 05 08/01/03 0 437909 O 07/01/18 0 8416008 X64/G02 F 99,000.00 ZZ 180 99,000.00 1 4.875 776.45 9 4.625 776.45 WEST BLOOMFIELD MI 48324 5 06/23/03 00 0436097505 05 08/01/03 0 0000008663 O 07/01/18 0 8416014 N74/G02 F 63,750.00 ZZ 180 63,750.00 1 5.750 529.39 85 5.500 529.39 CHINA GROVE NC 28023 5 06/19/03 10 0436084891 05 08/01/03 12 0032661010 O 07/01/18 0 8416242 E40/G02 F 316,000.00 ZZ 180 316,000.00 1 5.250 2,540.25 80 5.000 2,540.25 PELHAM NH 03076 1 06/26/03 00 0436114706 05 08/01/03 0 545000279 O 07/01/18 0 8417618 E82/G02 F 39,350.00 ZZ 180 39,350.00 1 5.750 326.77 57 5.500 326.77 POLLOCK PINES CA 95726 2 06/23/03 00 0400853347 05 08/01/03 0 0400853347 N 07/01/18 0 8417868 E82/G02 F 174,000.00 ZZ 180 174,000.00 1 5.250 1,398.75 40 5.000 1,398.75 STAMFORD CT 06902 2 06/24/03 00 0400842860 01 08/01/03 0 1 0400842860 O 07/01/18 0 8417932 E82/G02 F 215,400.00 ZZ 180 215,400.00 1 5.125 1,717.43 71 4.875 1,717.43 WOODSTOCK IL 60098 2 06/25/03 00 0400853503 05 08/01/03 0 0400853503 O 07/01/18 0 8417944 E82/G02 F 168,500.00 ZZ 180 168,500.00 1 5.000 1,332.49 50 4.750 1,332.49 FAIRFAX VA 22030 2 06/25/03 00 0400850962 05 08/01/03 0 0400850962 O 07/01/18 0 8417958 E82/G02 F 73,000.00 ZZ 180 73,000.00 1 5.250 586.83 54 5.000 586.83 SUNBURY NC 27979 2 06/23/03 00 0400847182 05 08/01/03 0 0400847182 O 07/01/18 0 8419216 E22/G02 F 55,800.00 ZZ 180 55,800.00 1 5.250 448.56 35 5.000 448.56 LEWISVILLE TX 75067 2 06/24/03 00 0416936037 05 08/01/03 0 0416936037 O 07/01/18 0 8419298 K15/G02 F 114,000.00 ZZ 180 114,000.00 1 6.000 962.00 95 5.750 962.00 CLEMENTON NJ 08201 2 06/19/03 41 0436124143 07 08/01/03 25 030805516719 O 07/01/18 0 1 8419320 E22/G02 F 130,000.00 ZZ 180 130,000.00 1 5.375 1,053.61 54 5.125 1,053.61 NORTH YARMOUTH ME 04097 5 06/23/03 00 0417162518 05 08/01/03 0 0417162518 O 07/01/18 0 8419472 E22/G02 F 50,100.00 ZZ 180 50,100.00 1 6.000 422.77 55 5.750 422.77 MIAMI SPRINGS FL 33166 5 06/24/03 00 0417262474 01 08/01/03 0 0417262474 N 07/01/18 0 8419492 E22/G02 F 51,300.00 ZZ 180 51,300.00 1 5.750 426.00 90 5.500 426.00 WASOLA MO 65773 1 06/30/03 04 0417280435 05 08/01/03 25 0417280435 O 07/01/18 0 8419494 E22/G02 F 95,000.00 ZZ 180 95,000.00 1 5.375 769.94 31 5.125 769.94 SANTA ROSA CA 95407 2 06/24/03 00 0417283348 05 08/01/03 0 0417283348 N 07/01/18 0 8419500 E22/G02 F 103,000.00 ZZ 180 103,000.00 2 5.875 862.23 80 5.625 862.23 ELSMERE KY 41018 2 06/30/03 00 0417285707 05 08/01/03 0 0417285707 N 07/01/18 0 8419502 E22/G02 F 103,000.00 ZZ 180 103,000.00 2 5.875 862.23 80 5.625 862.23 1 ELSMERE KY 41018 2 06/30/03 00 0417285962 05 08/01/03 0 0417285962 N 07/01/18 0 8419506 E22/G02 F 81,000.00 ZZ 180 81,000.00 1 6.000 683.52 90 5.750 683.52 HOUSTON TX 77017 2 06/24/03 01 0417286358 05 08/01/03 25 0417286358 O 07/01/18 0 8419590 E22/G02 F 265,000.00 ZZ 180 265,000.00 2 5.000 2,095.60 52 4.750 2,095.60 BELLFLOWER CA 90706 2 06/22/03 00 0417346723 05 08/01/03 0 0417346723 O 07/01/18 0 8419592 E22/G02 F 347,000.00 ZZ 180 347,000.00 1 4.875 2,721.51 26 4.625 2,721.51 NOVATO CA 94947 2 06/18/03 00 0417347002 03 08/01/03 0 0417347002 O 07/01/18 0 8419638 E22/G02 F 152,000.00 ZZ 180 152,000.00 1 4.875 1,192.13 80 4.625 1,192.13 SACRAMENTO CA 95841 5 06/20/03 00 0417367414 09 08/01/03 0 0417367414 O 07/01/18 0 8419660 E22/G02 F 78,000.00 ZZ 180 78,000.00 1 5.250 627.02 45 5.000 627.02 TOMBALL TX 77375 2 06/25/03 00 0417382603 05 08/01/03 0 0417382603 O 07/01/18 0 1 8419684 E22/G02 F 140,000.00 ZZ 180 140,000.00 1 5.375 1,134.65 69 5.125 1,134.65 COLORADO SPRING CO 80906 2 06/24/03 00 0417392826 05 08/01/03 0 0417392826 O 07/01/18 0 8419690 E22/G02 F 73,600.00 TX 180 73,600.00 1 5.625 606.27 80 5.375 606.27 BURLESON TX 76028 5 06/25/03 00 0417395399 05 08/01/03 0 0417395399 O 07/01/18 0 8419714 E22/G02 F 260,000.00 ZZ 180 260,000.00 1 5.500 2,124.42 79 5.250 2,124.42 SUMRALL MS 39482 5 06/23/03 00 0417404712 05 08/01/03 0 0417404712 O 07/01/18 0 8419786 E22/G02 F 87,500.00 ZZ 180 87,500.00 1 5.375 709.16 52 5.125 709.16 JERICHO VT 05465 5 06/24/03 00 0417436805 05 08/01/03 0 0417436805 O 07/01/18 0 8419888 E22/G02 F 140,000.00 ZZ 180 140,000.00 1 4.875 1,098.02 51 4.625 1,098.02 MINNEAPOLIS MN 55408 5 06/25/03 00 0417472529 05 08/01/03 0 0417472529 O 07/01/18 0 8420000 E22/G02 F 320,000.00 ZZ 180 320,000.00 1 1 5.250 2,572.41 80 5.000 2,572.41 BIRMINGHAM AL 35242 5 06/24/03 00 0417488723 03 08/01/03 0 0417488723 O 07/01/18 0 8420006 K15/G02 F 80,000.00 ZZ 180 80,000.00 1 5.125 637.86 42 4.875 637.86 BRENTWOOD NH 03833 5 06/16/03 00 0436070734 05 08/01/03 0 033605517162 O 07/01/18 0 8420076 E22/G02 F 79,000.00 ZZ 180 79,000.00 1 6.000 666.65 57 5.750 666.65 ALBANY OR 97321 5 06/19/03 00 0417514874 05 08/01/03 0 0417514874 N 07/01/18 0 8420140 X67/G02 F 182,500.00 ZZ 180 181,831.36 2 5.250 1,467.08 68 5.000 1,467.08 HUNTINGTON PARK CA 90255 5 05/22/03 00 0436105134 05 07/01/03 0 00285747 O 06/01/18 0 8420566 K15/G02 F 185,200.00 ZZ 180 185,200.00 1 5.000 1,464.55 76 4.750 1,464.55 WEST FAIRLEE VT 05083 5 06/21/03 00 0436070353 05 08/01/03 0 037105509386 O 07/01/18 0 8420688 X64/G02 F 118,000.00 ZZ 120 118,000.00 1 4.750 1,237.20 40 4.500 1,237.20 BEVERLY HILLS MI 48025 2 06/25/03 00 0436088421 05 08/01/03 0 1 0000009387 O 07/01/13 0 8420698 J40/G02 F 88,000.00 ZZ 180 88,000.00 1 4.875 690.18 60 4.625 690.18 JACKSON MS 39211 2 06/16/03 00 0436070072 05 08/01/03 0 7790011 O 07/01/18 0 8420848 E47/G02 F 159,300.00 ZZ 180 159,300.00 1 4.875 1,249.39 40 4.625 1,249.39 SACRAMENTO CA 95822 2 06/18/03 00 0436061295 05 08/01/03 0 7359514122 O 07/01/18 0 8420926 X43/G02 F 145,000.00 ZZ 180 145,000.00 1 5.500 1,184.77 16 5.250 1,184.77 POWAY CA 92064 2 06/09/03 00 0436096010 05 08/01/03 0 20503114 O 07/01/18 0 8420996 M24/G02 F 148,500.00 ZZ 180 148,500.00 1 5.250 1,193.76 53 5.000 1,193.76 SANTA ANA CA 92703 5 06/20/03 00 0436073159 05 08/01/03 0 288213867 O 07/01/18 0 8421952 952/G02 F 226,000.00 ZZ 180 226,000.00 1 5.250 1,816.76 65 5.000 1,816.76 NOKOMIS FL 34275 5 06/16/03 00 0436082051 05 08/01/03 0 03003229 O 07/01/18 0 1 8422374 L20/G02 F 96,800.00 ZZ 180 96,800.00 1 5.000 765.49 80 4.750 765.49 FALLON NV 89406 1 06/20/03 00 0436073118 05 08/01/03 0 1141140031 O 07/01/18 0 8422448 X67/G02 F 350,000.00 ZZ 180 350,000.00 1 5.375 2,836.63 59 5.125 2,836.63 CULVER CITY CA 90230 5 06/04/03 00 0436104376 05 08/01/03 0 00287034 O 07/01/18 0 8422500 E47/G02 F 71,000.00 ZZ 180 71,000.00 1 5.000 561.46 67 4.750 561.46 TAMPA FL 33612 5 06/17/03 00 0436084230 05 08/01/03 0 7361014188 O 07/01/18 0 8423102 E22/G02 F 83,000.00 ZZ 180 83,000.00 1 5.250 667.22 45 5.000 667.22 NEPTUNE NJ 07753 2 06/26/03 00 0417564986 05 08/01/03 0 0417564986 O 07/01/18 0 8423186 E22/G02 F 88,000.00 ZZ 180 88,000.00 1 5.250 707.41 80 5.000 707.41 GREENVILLE SC 29617 5 06/26/03 00 0417402666 05 08/01/03 0 0417402666 O 07/01/18 0 8423322 E82/G02 F 112,500.00 ZZ 180 112,500.00 2 5.375 911.77 45 5.125 911.77 1 BRIDGEPORT CT 06610 2 06/30/03 00 0400845442 05 08/01/03 0 0400845442 N 07/01/18 0 8423554 E22/G02 F 89,600.00 ZZ 180 89,600.00 1 5.375 726.18 80 5.125 726.18 LAS VEGAS NV 89015 2 06/19/03 00 0416964427 09 08/01/03 0 0416964427 O 07/01/18 0 8423608 E22/G02 F 68,000.00 ZZ 180 68,000.00 1 5.250 546.64 39 5.000 546.64 RENO NV 89506 5 06/25/03 00 0417094612 05 08/01/03 0 0417094612 O 07/01/18 0 8423610 E22/G02 F 52,250.00 ZZ 180 52,250.00 1 5.875 437.39 95 5.625 437.39 KANSAS CITY KS 66104 5 06/26/03 01 0417115144 05 08/01/03 25 0417115144 O 07/01/18 0 8423680 E22/G02 F 105,000.00 ZZ 180 105,000.00 1 5.500 857.94 70 5.250 857.94 UPLAND CA 91789 5 06/26/03 00 0417272473 01 08/01/03 0 0417272473 N 07/01/18 0 8424048 E84/G02 F 195,300.00 ZZ 180 194,584.47 1 5.250 1,569.97 67 5.000 1,569.97 LAKE OSWEGO OR 97035 5 05/21/03 00 0436101398 05 07/01/03 0 1101057085 O 06/01/18 0 1 8424062 E47/G02 F 204,000.00 ZZ 180 204,000.00 1 5.500 1,666.85 36 5.250 1,666.85 MARTINEZ CA 94553 5 06/11/03 00 0436060990 05 08/01/03 0 7359514621 N 07/01/18 0 8424098 738/G02 F 73,600.00 ZZ 180 73,330.34 1 5.250 591.66 80 5.000 591.66 MIAMI FL 33176 1 05/23/03 00 0436075568 01 07/01/03 0 41158148 N 06/01/18 0 8426214 967/G02 F 204,000.00 ZZ 180 204,000.00 1 5.000 1,613.22 41 4.750 1,613.22 WEST LINN OR 97068 2 06/23/03 00 0436086656 05 08/01/03 0 6758916 O 07/01/18 0 8426408 X13/G02 F 37,500.00 ZZ 180 37,500.00 1 6.000 316.45 69 5.750 316.45 PORT SAINT LUCI FL 34953 5 06/24/03 00 0436109615 05 08/01/03 0 1004598 N 07/01/18 0 8426654 G51/G02 F 93,000.00 ZZ 180 93,000.00 1 5.250 747.61 54 5.000 747.61 BOYNTON BEACH FL 33426 2 06/25/03 00 0436072433 05 08/01/03 0 25003280 O 07/01/18 0 8426704 477/G02 F 109,500.00 ZZ 180 109,500.00 1 1 4.875 858.81 63 4.625 858.81 AURORA OR 97002 5 06/17/03 00 0436119184 05 08/01/03 0 226404 O 07/01/18 0 8426710 P09/G02 F 134,000.00 ZZ 180 134,000.00 1 5.000 1,059.66 82 4.750 1,059.66 LAUREL MD 20724 2 06/30/03 10 0436112288 05 08/01/03 25 3002260475 O 07/01/18 0 8427450 E22/G02 F 166,400.00 ZZ 180 166,400.00 1 4.875 1,305.07 64 4.625 1,305.07 HOUSTON TX 77057 2 06/25/03 00 0416658813 09 08/01/03 0 0416658813 O 07/01/18 0 8427472 E22/G02 F 501,000.00 ZZ 180 501,000.00 1 5.125 3,994.58 42 4.875 3,994.58 CAMANO ISLAND WA 98282 2 06/23/03 00 0416898880 05 08/01/03 0 0416898880 O 07/01/18 0 8427576 E22/G02 F 639,000.00 ZZ 180 639,000.00 1 5.125 5,094.88 64 4.875 5,094.88 FREMONT CA 94539 2 06/20/03 00 0417254984 05 08/01/03 0 0417254984 O 07/01/18 0 8427672 E22/G02 F 532,000.00 ZZ 180 532,000.00 1 4.875 4,172.46 63 4.625 4,172.46 CINCINNATI OH 45236 2 06/27/03 00 0417408804 05 08/01/03 0 1 0417408804 O 07/01/18 0 8427684 E22/G02 F 142,200.00 TX 180 142,200.00 1 5.250 1,143.11 79 5.000 1,143.11 HARLINGEN TX 78552 5 06/27/03 00 0417427028 05 08/01/03 0 0417427028 O 07/01/18 0 8427820 E22/G02 F 206,000.00 ZZ 120 206,000.00 1 5.125 2,197.56 64 4.875 2,197.56 SIMI VALLEY CA 93063 2 06/20/03 00 0417593308 05 08/01/03 0 0417593308 O 07/01/13 0 8428854 964/G02 F 205,000.00 ZZ 180 205,000.00 1 4.375 1,555.17 66 4.125 1,555.17 EDMONDS WA 98026 2 06/17/03 00 0436085088 05 08/01/03 0 454783 O 07/01/18 0 8428880 964/G02 F 51,100.00 ZZ 180 51,100.00 1 5.375 414.15 70 5.125 414.15 PHOENIX AZ 85018 1 06/23/03 00 0436076400 01 08/01/03 0 474320 O 07/01/18 0 8428898 964/G02 F 145,800.00 ZZ 180 145,800.00 1 4.875 1,143.51 80 4.625 1,143.51 HOUSTON TX 77014 2 06/16/03 00 0436087779 03 08/01/03 0 380900 O 07/01/18 0 1 8428900 964/G02 F 193,500.00 ZZ 180 193,500.00 1 5.125 1,542.82 67 4.875 1,542.82 SANTA FE SPRING CA 90670 2 06/13/03 00 0436085476 05 08/01/03 0 382798 O 07/01/18 0 8428904 964/G02 F 200,000.00 ZZ 180 200,000.00 1 4.625 1,542.80 49 4.375 1,542.80 SAN DIEGO CA 92124 5 06/12/03 00 0436077143 05 08/01/03 0 388887 O 07/01/18 0 8428908 964/G02 F 51,800.00 ZZ 180 51,800.00 1 4.750 402.92 66 4.500 402.92 FRESNO CA 93703 5 06/10/03 00 0436091474 05 08/01/03 0 398427 O 07/01/18 0 8428926 964/G02 F 68,000.00 ZZ 180 68,000.00 1 5.375 551.12 80 5.125 551.12 SIMLA CO 80835 5 06/18/03 00 0436091219 05 08/01/03 0 408776 O 07/01/18 0 8428928 964/G02 F 176,800.00 ZZ 180 176,800.00 1 4.750 1,375.21 71 4.500 1,375.21 AZLE TX 76020 2 06/18/03 00 0436091458 03 08/01/03 0 408942 O 07/01/18 0 8428930 964/G02 F 375,000.00 ZZ 180 375,000.00 1 5.375 3,039.25 36 5.125 3,039.25 1 DANVILLE CA 94526 5 06/16/03 00 0436087522 05 08/01/03 0 427630 O 07/01/18 0 8428936 964/G02 F 165,000.00 ZZ 180 165,000.00 1 5.375 1,337.27 55 5.125 1,337.27 SARASOTA FL 34242 2 06/20/03 00 0436091532 05 08/01/03 0 428616 N 07/01/18 0 8428938 964/G02 F 265,000.00 ZZ 180 265,000.00 1 5.000 2,095.61 36 4.750 2,095.61 LOS GATOS CA 95032 2 06/13/03 00 0436077291 05 08/01/03 0 428985 O 07/01/18 0 8428944 964/G02 F 151,000.00 ZZ 180 151,000.00 1 4.875 1,184.29 69 4.625 1,184.29 PICO RIVERA CA 90660 2 06/02/03 00 0436088090 05 08/01/03 0 429333 O 07/01/18 0 8428956 964/G02 F 322,000.00 ZZ 180 322,000.00 1 4.875 2,525.44 70 4.625 2,525.44 SUN LAKES AZ 85248 5 06/17/03 00 0436090179 03 08/01/03 0 430322 O 07/01/18 0 8428960 964/G02 F 200,000.00 ZZ 180 200,000.00 1 5.250 1,607.76 42 5.000 1,607.76 WOODLAND HILLS CA 91367 5 06/10/03 00 0436093330 05 08/01/03 0 430626 O 07/01/18 0 1 8428964 964/G02 F 170,000.00 ZZ 180 170,000.00 1 4.500 1,300.49 36 4.250 1,300.49 SOUTH SAN FRANC CA 94080 2 06/13/03 00 0436083950 05 08/01/03 0 430876 O 07/01/18 0 8428978 964/G02 F 134,500.00 ZZ 180 134,500.00 1 5.125 1,072.40 33 4.875 1,072.40 FOUNTAIN VALLEY CA 92708 2 06/13/03 00 0436084586 05 08/01/03 0 432188 O 07/01/18 0 8428992 964/G02 F 98,300.00 ZZ 120 98,300.00 1 4.625 1,024.70 58 4.375 1,024.70 EULESS TX 76039 2 06/17/03 00 0436087662 05 08/01/03 0 438450 O 07/01/13 0 8429018 964/G02 F 200,000.00 ZZ 180 200,000.00 1 4.875 1,568.60 59 4.625 1,568.60 SAN LEANDRO CA 94577 2 06/17/03 00 0436087183 05 08/01/03 0 441917 O 07/01/18 0 8429048 964/G02 F 305,000.00 ZZ 180 305,000.00 1 5.000 2,411.92 40 4.750 2,411.92 CUPERTINO CA 95014 2 06/16/03 00 0436084628 05 08/01/03 0 442341 O 07/01/18 0 8429052 964/G02 F 187,600.00 ZZ 180 187,600.00 1 1 4.875 1,471.34 44 4.625 1,471.34 SOQUEL CA 95073 5 06/18/03 00 0436085948 05 08/01/03 0 413743 O 07/01/18 0 8429054 964/G02 F 350,000.00 ZZ 180 350,000.00 1 5.250 2,813.57 49 5.000 2,813.57 SAN ANSELMO CA 94903 5 06/06/03 00 0436088157 05 08/01/03 0 414774 O 07/01/18 0 8429056 964/G02 F 260,000.00 ZZ 180 260,000.00 1 5.375 2,107.21 55 5.125 2,107.21 IRVINE CA 92606 2 06/13/03 00 0436086722 03 08/01/03 0 415263 O 07/01/18 0 8429058 964/G02 F 215,000.00 ZZ 180 215,000.00 1 5.250 1,728.34 39 5.000 1,728.34 SAN LEANDRO CA 94579 2 05/28/03 00 0436091839 05 08/01/03 0 416486 O 07/01/18 0 8429088 964/G02 F 78,400.00 ZZ 180 78,400.00 1 5.250 630.24 80 5.000 630.24 PARLIER CA 93648 1 06/18/03 00 0436083612 05 08/01/03 0 423251 O 07/01/18 0 8429094 964/G02 F 200,000.00 ZZ 180 200,000.00 1 4.750 1,555.67 35 4.500 1,555.67 SAN FRANCISCO CA 94110 5 06/18/03 00 0436085146 05 08/01/03 0 1 424909 O 07/01/18 0 8429120 964/G02 F 205,000.00 ZZ 180 205,000.00 1 5.000 1,621.13 38 4.750 1,621.13 SAN FRANCISCO CA 94116 5 06/16/03 00 0436089106 05 08/01/03 0 427616 O 07/01/18 0 8429132 964/G02 F 50,000.00 ZZ 180 50,000.00 1 4.750 388.92 35 4.500 388.92 NORTH HIGHLANDS CA 95660 2 06/13/03 00 0436086425 05 08/01/03 0 433584 O 07/01/18 0 8429134 964/G02 F 284,106.00 ZZ 180 284,106.00 1 4.750 2,209.87 65 4.500 2,209.87 DENTON TX 76208 2 06/13/03 00 0436087738 05 08/01/03 0 433591 O 07/01/18 0 8429136 964/G02 F 195,000.00 ZZ 180 195,000.00 1 5.000 1,542.05 44 4.750 1,542.05 SAN JOSE CA 95132 2 06/09/03 00 0436088215 05 08/01/03 0 433886 O 07/01/18 0 8429152 964/G02 F 198,000.00 ZZ 180 198,000.00 1 5.000 1,565.77 42 4.750 1,565.77 WALNUT CA 91789 2 06/16/03 00 0436085104 05 08/01/03 0 436010 O 07/01/18 0 1 8429170 964/G02 F 300,000.00 ZZ 180 300,000.00 1 5.000 2,372.38 44 4.750 2,372.38 WALNUT CREEK CA 94596 5 06/13/03 00 0436091649 03 08/01/03 0 447687 O 07/01/18 0 8429176 964/G02 F 138,000.00 ZZ 180 138,000.00 1 4.250 1,038.15 26 4.000 1,038.15 SAN FRANCISCO CA 94116 2 06/13/03 00 0436085617 05 08/01/03 0 449437 O 07/01/18 0 8429428 A06/G02 F 288,000.00 ZZ 180 288,000.00 1 5.000 2,277.49 46 4.750 2,277.49 ROCHESTER HILLS MI 48306 2 06/25/03 00 0436112742 05 08/01/03 0 021000020309800 O 07/01/18 0 8429434 642/G02 F 150,000.00 ZZ 180 150,000.00 1 4.875 1,176.45 54 4.625 1,176.45 WAILUKU, MAUI HI 96793 5 06/27/03 00 0436086383 03 08/01/03 0 06153503 O 07/01/18 0 8429732 A21/G02 F 240,000.00 ZZ 180 240,000.00 1 5.500 1,961.01 80 5.250 1,961.01 RIDGEFIELD PARK NJ 07660 2 06/27/03 00 0436120919 05 08/01/03 0 7770000823 O 07/01/18 0 8429896 X63/G02 F 268,000.00 ZZ 180 268,000.00 1 4.875 2,101.92 56 4.625 2,101.92 1 PLEASANT HILL CA 94523 5 06/16/03 00 0436097687 05 08/01/03 0 90304239 O 07/01/18 0 8429928 N74/G02 F 137,500.00 ZZ 180 137,500.00 1 5.875 1,151.04 53 5.625 1,151.04 RANDALLSTOWN MD 21133 5 06/24/03 00 0436119564 05 08/01/03 0 0032704010 O 07/01/18 0 8430368 E22/G02 F 304,000.00 ZZ 180 304,000.00 1 5.375 2,463.81 80 5.125 2,463.81 WEST LINN OR 97068 2 06/24/03 00 0417246022 05 08/01/03 0 0417246022 O 07/01/18 0 8430534 E22/G02 F 79,000.00 ZZ 180 79,000.00 1 5.125 629.88 48 4.875 629.88 GLENVIEW IL 60025 2 06/30/03 00 0417429040 01 08/01/03 0 0417429040 O 07/01/18 0 8430672 E22/G02 F 47,500.00 ZZ 180 47,500.00 1 5.250 381.84 37 5.000 381.84 TACOMA WA 98409 2 06/27/03 00 0417695962 05 08/01/03 0 0417695962 N 07/01/18 0 8431216 M24/G02 F 101,500.00 ZZ 180 101,500.00 1 5.250 815.94 70 5.000 815.94 CORVALLIS OR 97330 1 06/26/03 00 0436119390 05 08/01/03 0 253213947 N 07/01/18 0 1 8431608 S11/G02 F 96,000.00 ZZ 180 96,000.00 1 5.375 778.05 34 5.125 778.05 SAN DIEGO CA 92105 2 06/23/03 00 0436084222 05 08/01/03 0 10212048 N 07/01/18 0 8432780 A52/G02 F 338,000.00 ZZ 180 338,000.00 1 5.375 2,739.37 83 5.125 2,739.37 STAFFORD VA 22554 2 06/25/03 11 0436112254 03 08/01/03 12 24198 O 07/01/18 0 8432932 975/G02 F 180,000.00 ZZ 180 180,000.00 1 5.375 1,458.84 72 5.125 1,458.84 SANTA ANA CA 92703 5 06/01/03 00 0436125520 03 08/01/03 0 2032471 O 07/01/18 0 8433000 964/G02 F 109,000.00 ZZ 180 108,613.07 1 5.625 897.87 56 5.375 897.87 GLADSTONE MO 64119 2 05/27/03 00 0436073480 03 07/01/03 0 416819 O 06/01/18 0 8433384 G27/G02 F 311,500.00 ZZ 180 311,500.00 1 5.375 2,524.60 62 5.125 2,524.60 LA MIRADA CA 90638 2 06/26/03 00 0436111181 03 08/01/03 0 20703040 O 07/01/18 0 8433396 X89/G02 F 178,000.00 ZZ 180 178,000.00 1 1 5.250 1,430.90 51 5.000 1,430.90 COCOA BEACH FL 32931 5 06/23/03 00 0436103220 05 08/01/03 0 2009849 O 07/01/18 0 8433644 G27/G02 F 74,500.00 ZZ 180 74,500.00 1 5.500 608.73 44 5.250 608.73 PALM SPRINGS CA 92264 2 06/10/03 00 0436073134 01 08/01/03 0 70403201 N 07/01/18 0 8434240 E22/G02 F 195,000.00 TX 180 195,000.00 1 5.250 1,567.56 70 5.000 1,567.56 DALLAS TX 75248 5 06/30/03 00 0417511607 05 08/01/03 0 0417511607 O 07/01/18 0 8434250 E22/G02 F 68,000.00 ZZ 180 68,000.00 1 5.375 551.12 80 5.125 551.12 WILMER AL 36587 5 06/30/03 00 0417528197 05 08/01/03 0 0417528197 O 07/01/18 0 8434710 E22/G02 F 211,850.00 ZZ 180 211,850.00 1 5.625 1,745.08 95 5.375 1,745.08 SPOTSYLVANIA VA 22553 5 06/30/03 04 0417572385 03 08/01/03 25 0417572385 O 07/01/18 0 8437442 K15/G02 F 135,000.00 ZZ 180 135,000.00 1 5.000 1,067.57 70 4.750 1,067.57 GROSSE POINTE MI 48236 2 06/24/03 00 0436104756 05 08/01/03 0 1 035205517764 O 07/01/18 0 8438872 K15/G02 F 132,000.00 ZZ 180 132,000.00 1 5.125 1,052.46 72 4.875 1,052.46 RIO RANCHO NM 87124 2 06/20/03 00 0436105175 05 08/01/03 0 033505517459 O 07/01/18 0 8438960 K15/G02 F 262,800.00 ZZ 180 262,800.00 1 5.625 2,164.77 90 5.375 2,164.77 GUILFORD CT 06437 5 06/25/03 41 0436113039 05 08/01/03 12 037405510404 O 07/01/18 0 8438976 K15/G02 F 75,600.00 ZZ 180 75,600.00 1 6.000 637.96 90 5.750 637.96 RUTLAND VT 05701 2 06/21/03 41 0436106454 05 08/01/03 12 033305515765 O 07/01/18 0 8439132 K15/G02 F 72,500.00 ZZ 180 72,500.00 1 4.750 563.93 74 4.500 563.93 MAPLE HEIGHTS OH 44137 2 06/23/03 00 0436098206 05 08/01/03 0 028605509868 O 07/01/18 0 8439196 K15/G02 F 87,400.00 ZZ 180 87,400.00 1 6.000 737.53 95 5.750 737.53 COLUMBUS OH 43223 2 06/23/03 41 0436099287 05 08/01/03 25 028205509281 O 07/01/18 0 1 8439340 K15/G02 F 205,600.00 ZZ 180 205,600.00 1 5.250 1,652.77 80 5.000 1,652.77 BURLINGTON NJ 08016 5 06/10/03 00 0436115687 05 08/01/03 0 030805517368 O 07/01/18 0 8439342 K15/G02 F 130,600.00 ZZ 180 130,600.00 1 4.875 1,024.29 70 4.625 1,024.29 ALBUQUERQUE NM 87107 5 06/24/03 00 0436099212 05 08/01/03 0 033505517891 O 07/01/18 0 8439726 K15/G02 F 54,400.00 ZZ 180 54,400.00 1 5.500 444.49 80 5.250 444.49 MILO ME 04463 5 06/24/03 00 0436105878 05 08/01/03 0 007005517008 O 07/01/18 0 8439888 E82/G02 F 86,400.00 ZZ 180 86,400.00 1 5.250 694.55 29 5.000 694.55 SENA NM 87560 2 06/18/03 00 0400847216 05 08/01/03 0 0400847216 O 07/01/18 0 8440262 964/G02 F 399,900.00 ZZ 180 399,900.00 1 5.375 3,241.06 73 5.125 3,241.06 KINGS BEACH CA 96143 5 06/24/03 00 0436101521 05 08/01/03 0 441972 O 07/01/18 0 8440584 E22/G02 F 245,000.00 ZZ 180 245,000.00 3 6.000 2,067.45 80 5.750 2,067.45 1 NEW ORLEANS LA 70118 5 07/02/03 00 0417159233 05 08/01/03 0 0417159233 O 07/01/18 0 8441454 Q14/G02 F 110,000.00 ZZ 180 110,000.00 1 5.500 898.79 80 5.250 898.79 CORALVILLE IA 52241 2 06/24/03 00 0436108682 05 08/01/03 0 062403 O 07/01/18 0 8445533 964/G02 F 72,000.00 ZZ 180 70,698.65 1 5.875 602.73 48 5.625 602.73 DURANGO CO 81301 2 01/28/03 00 0435427356 01 03/01/03 0 310119 N 02/01/18 0 8448156 E22/G02 F 226,500.00 ZZ 180 226,500.00 2 5.250 1,820.78 24 5.000 1,820.78 SAN FRANCISCO CA 94118 2 06/13/03 00 0417304987 05 08/01/03 0 0417304987 O 07/01/18 0 8449206 U85/G02 F 52,500.00 ZZ 180 52,500.00 2 6.000 443.02 80 5.750 443.02 MARSHALLTOWN IA 50158 2 07/01/03 00 0436118970 05 08/01/03 0 TQSROHRS N 07/01/18 0 8456422 E22/G02 F 323,500.00 ZZ 180 323,500.00 1 5.375 2,621.86 77 5.125 2,621.86 ELK GROVE CA 95758 5 06/24/03 00 0417210507 05 08/01/03 0 0417210507 O 07/01/18 0 1 8491775 286/286 F 100,000.00 ZZ 180 97,574.89 2 5.250 803.88 48 5.000 803.88 SHELTON CT 06484 2 12/27/02 00 1894625 05 02/01/03 0 1894625 N 01/01/18 0 8492403 286/286 F 226,000.00 T 120 216,073.17 1 5.750 2,480.78 76 5.500 2,480.78 STRAWN TX 76475 2 11/22/02 00 1761072 05 01/01/03 0 1761072 O 12/01/12 0 8530071 E22/G02 F 90,250.00 ZZ 180 89,304.43 1 5.875 755.50 95 5.625 755.50 JUNCTION CITY KS 66441 5 03/10/03 04 0416338879 05 05/01/03 25 0416338879 O 04/01/18 0 8587067 964/G02 F 68,500.00 ZZ 180 67,735.89 1 5.125 546.17 73 4.875 546.17 SAINT LOUIS MO 63104 5 03/21/03 00 0435643242 05 05/01/03 0 380877 O 04/01/18 0 8588821 E82/G02 F 110,000.00 ZZ 180 106,796.92 1 5.500 898.79 80 5.250 898.79 ANDERSON CA 96007 2 03/25/03 00 0400808614 05 05/01/03 0 0400808614 O 04/01/18 0 8589993 A52/G02 F 337,500.00 ZZ 180 333,888.95 1 1 5.625 2,780.09 75 5.375 2,780.09 MIDWAY GA 31320 5 03/31/03 00 0436039630 05 05/01/03 0 22349 O 04/01/18 0 8597337 808/G02 F 212,000.00 ZZ 180 208,849.47 1 6.000 1,788.98 80 5.750 1,788.98 LOS ANGELES CA 90247 5 02/26/03 00 0435617048 05 04/01/03 0 9506462 O 03/01/18 0 8597737 808/G02 F 160,000.00 ZZ 180 158,475.88 3 7.250 1,460.59 54 7.000 1,460.59 LOS ANGELES CA 90031 1 03/25/03 00 0435620950 05 05/01/03 0 9327451 N 04/01/18 0 8605619 U05/G02 F 170,300.00 ZZ 180 168,477.87 1 5.625 1,402.82 36 5.375 1,402.82 WOLFFORTH TX 79382 2 03/31/03 00 0435935150 05 05/01/03 0 3308874 O 04/01/18 0 8610391 144/144 F 221,600.00 ZZ 180 216,922.28 2 5.875 1,855.05 43 5.625 1,855.05 PORT WASHINGTON NY 11050 2 12/30/02 00 02SHIELDS K 05 02/01/03 0 02SHIELDS K O 01/01/18 0 8610899 X62/G02 F 259,000.00 ZZ 180 256,343.06 1 6.125 2,203.12 52 5.875 2,203.12 PETALUMA CA 94952 2 03/01/03 00 0435627872 05 05/01/03 0 1 03301220 O 04/01/18 0 8613701 E22/G02 F 67,000.00 TX 180 66,528.21 1 5.750 556.37 80 5.500 556.37 SAN MARCOS TX 78666 5 04/09/03 00 0416408102 05 06/01/03 0 0416408102 O 05/01/18 0 8622467 E82/G02 F 142,900.00 ZZ 180 141,883.09 1 5.625 1,177.11 61 5.375 1,177.11 PORTLAND OR 97212 2 04/14/03 00 0400810123 05 06/01/03 0 0400810123 O 05/01/18 0 8624595 286/286 F 349,000.00 ZZ 180 344,083.83 1 5.875 2,921.55 64 5.625 2,921.55 FLOSSMOOR IL 60422 2 02/24/03 00 2023858 05 04/01/03 0 2023858 O 03/01/18 0 8624911 286/286 F 393,000.00 ZZ 180 387,380.32 1 5.625 3,237.27 38 5.375 3,237.27 MARTINEZ CA 94553 2 02/24/03 00 2034415 05 04/01/03 0 2034415 O 03/01/18 0 8625185 286/286 F 70,200.00 ZZ 180 69,257.44 2 6.375 606.71 90 6.125 606.71 INDIANAPOLIS IN 46205 1 02/28/03 10 2040238 05 04/01/03 20 2040238 N 03/01/18 0 1 8625187 286/286 F 70,200.00 ZZ 180 69,257.44 2 6.375 606.71 90 6.125 606.71 INDIANAPOLIS IN 46205 1 02/28/03 10 2040244 05 04/01/03 20 2040244 N 03/01/18 0 8625295 286/286 F 40,000.00 ZZ 180 39,427.99 1 5.625 329.50 44 5.375 329.50 MESQUITE TX 75150 2 02/21/03 00 1899408 05 04/01/03 0 1899408 N 03/01/18 0 8625375 286/286 F 40,000.00 ZZ 180 38,914.60 1 5.375 324.19 80 5.125 324.19 BALTIMORE MD 21220 1 03/03/03 00 2013252 05 05/01/03 0 2013252 N 04/01/18 0 8625455 286/286 F 175,200.00 ZZ 180 172,720.73 3 5.750 1,454.88 80 5.500 1,454.88 NEWARK NJ 07112 5 02/24/03 00 234691 05 04/01/03 0 234691 O 03/01/18 0 8626889 E22/G02 F 79,000.00 ZZ 120 77,980.38 1 5.000 837.92 85 4.750 837.92 MIAMI FL 33174 5 04/09/03 01 0416434462 01 06/01/03 6 0416434462 O 05/01/13 0 8629671 E22/G02 F 68,400.00 ZZ 180 67,923.41 1 5.875 572.59 95 5.625 572.59 1 OAKDALE IL 62268 2 04/14/03 04 0416537611 05 06/01/03 30 0416537611 O 05/01/18 0 8630497 U05/G02 F 152,000.00 TX 180 150,918.33 1 5.625 1,252.07 76 5.375 1,252.07 MARBLE FALLS TX 78654 5 04/03/03 00 0436111611 03 06/01/03 0 3324571 O 05/01/18 0 8634805 E82/G02 F 55,900.00 ZZ 180 55,502.19 1 5.625 460.47 76 5.375 460.47 MEMPHIS TN 38141 2 04/23/03 00 0400789624 05 06/01/03 0 0400789624 N 05/01/18 0 8636343 N47/G02 F 132,000.00 ZZ 180 131,050.73 1 5.500 1,078.55 50 5.250 1,078.55 COLFAX CA 95736 2 04/16/03 00 0435892096 05 06/01/03 0 20504385 N 05/01/18 0 8639101 N74/G02 F 173,000.00 ZZ 180 171,647.22 1 5.125 1,379.36 88 4.875 1,379.36 STAR CITY AR 71667 2 04/17/03 10 0436043285 05 06/01/03 25 0032223010 O 05/01/18 0 8641953 E82/G02 F 86,900.00 ZZ 180 86,203.15 1 5.375 704.29 64 5.125 704.29 LAS VEGAS NV 89142 2 04/23/03 00 0400813705 05 06/01/03 0 0400813705 O 05/01/18 0 1 8645061 X64/G02 F 50,000.00 ZZ 180 49,647.11 1 5.750 415.21 80 5.500 415.21 DETROIT MI 48204 2 04/18/03 00 0435837398 05 06/01/03 0 0000006758 N 05/01/18 0 8652339 E82/G02 F 130,400.00 ZZ 180 129,481.77 4 5.750 1,082.85 63 5.500 1,082.85 COLLEGE PARK GA 30337 2 04/24/03 00 0400796330 05 06/01/03 0 0400796330 N 05/01/18 0 8657421 K15/G02 F 106,200.00 ZZ 180 105,475.56 1 6.125 903.36 85 5.875 903.36 GANSEVOORT NY 12831 5 04/15/03 41 0435748793 05 06/01/03 6 005005513102 O 05/01/18 0 8658953 E22/G02 F 94,500.00 TX 180 93,634.55 1 5.750 784.74 70 5.500 784.74 SEGUIN TX 78155 5 04/21/03 00 0416728871 05 06/01/03 0 0416728871 O 05/01/18 0 8658975 E22/G02 F 137,000.00 TX 180 136,004.39 1 5.375 1,110.34 48 5.125 1,110.34 FT.WORTH TX 76112 5 04/25/03 00 0416749414 05 06/01/03 0 0416749414 O 05/01/18 0 8666481 X44/G02 F 343,000.00 ZZ 180 340,481.16 1 1 5.250 2,757.30 51 5.000 2,757.30 TOWN OF HUNTING NY 11743 5 04/28/03 00 0435930565 05 06/01/03 0 0699849 O 05/01/18 0 8667681 E82/G02 F 95,000.00 ZZ 180 94,662.76 1 5.625 782.55 58 5.375 782.55 GROVE CITY OH 43123 5 05/01/03 00 0400774972 05 07/01/03 0 0400774972 O 06/01/18 0 8669115 B76/G02 F 108,360.00 ZZ 180 107,612.92 3 6.000 914.41 90 5.750 914.41 GRAND RAPIDS MI 49503 1 04/29/03 10 0435913611 05 06/01/03 20 0004739793 N 05/01/18 0 8669585 286/286 F 150,000.00 ZZ 180 148,411.81 1 5.750 1,245.62 40 5.500 1,245.62 OCONOMOWOC WI 53066 2 03/07/03 00 1986083 05 05/01/03 0 1986083 O 04/01/18 0 8669603 286/286 F 140,000.00 ZZ 180 138,475.20 1 5.875 1,171.97 70 5.625 1,171.97 SANTA FE NM 87505 5 03/12/03 00 2057749 05 05/01/03 0 2057749 O 04/01/18 0 8669621 286/286 F 160,000.00 ZZ 180 158,358.66 1 6.125 1,361.00 72 5.875 1,361.00 ROSEMEAD CA 91770 5 03/03/03 00 2010023 05 05/01/03 0 1 2010023 N 04/01/18 0 8669707 286/286 F 355,000.00 ZZ 180 349,020.87 1 5.625 2,924.25 40 5.375 2,924.25 SAN MATEO CA 94403 2 02/28/03 00 2004062 05 05/01/03 0 2004062 O 04/01/18 0 8669757 286/286 F 179,000.00 ZZ 180 176,815.56 1 5.625 1,474.48 56 5.375 1,474.48 COSTA MESA CA 92627 5 02/28/03 00 2004950 05 05/01/03 0 2004950 N 04/01/18 0 8669865 286/286 F 172,700.00 ZZ 180 170,611.84 1 5.375 1,399.68 41 5.125 1,399.68 GORDONSVILLE VA 22942 2 03/07/03 00 2038683 05 05/01/03 0 2038683 O 04/01/18 0 8669945 286/286 F 169,200.00 ZZ 180 167,370.61 1 5.500 1,382.51 68 5.250 1,382.51 MURPHY NC 28906 5 03/07/03 00 1970364 05 05/01/03 0 1970364 O 04/01/18 0 8669975 286/286 F 110,250.00 ZZ 180 109,082.68 1 5.750 915.53 75 5.500 915.53 MIAMI BEACH FL 33141 5 03/12/03 00 2014566 06 05/01/03 0 2014566 O 04/01/18 0 1 8669989 286/286 F 135,500.00 ZZ 180 134,034.98 1 5.500 1,107.15 34 5.250 1,107.15 SCOTTSDALE AZ 85258 2 02/28/03 00 2035152 05 05/01/03 0 2035152 O 04/01/18 0 8670001 286/286 F 600,000.00 ZZ 180 593,580.31 1 5.625 4,942.40 48 5.375 4,942.40 PIEDMONT CA 94611 2 03/03/03 00 1978645 05 05/01/03 0 1978645 O 04/01/18 0 8670013 286/286 F 109,000.00 ZZ 180 106,064.29 1 5.625 897.87 79 5.375 897.87 CLEARFIELD PA 16830 2 03/06/03 00 2054931 05 05/01/03 0 2054931 O 04/01/18 0 8670023 286/286 F 112,000.00 ZZ 180 110,776.35 1 5.375 907.73 79 5.125 907.73 ALBUQUERUQE NM 87113 5 03/10/03 00 1925694 05 05/01/03 0 1925694 O 04/01/18 0 8670121 286/286 F 90,000.00 ZZ 180 89,037.05 1 5.625 741.36 46 5.375 741.36 GAMBRILLS MD 21054 2 03/17/03 00 1949298 05 05/01/03 0 1949298 O 04/01/18 0 8670153 286/286 F 516,500.00 ZZ 180 508,406.09 1 5.625 4,254.58 39 5.375 4,254.58 1 BOULDER CO 80301 2 02/21/03 00 1967868 05 04/01/03 0 1967868 O 03/01/18 0 8670167 286/286 F 306,000.00 ZZ 180 302,691.54 1 5.500 2,500.28 44 5.250 2,500.28 HILLSDALE NJ 07642 2 03/10/03 00 1942162 05 05/01/03 0 1942162 O 04/01/18 0 8670177 286/286 F 190,000.00 ZZ 180 187,924.19 1 5.375 1,539.89 55 5.125 1,539.89 HUBBARD OH 44425 5 03/10/03 00 1998318 05 05/01/03 0 1998318 O 04/01/18 0 8670209 286/286 F 192,000.00 ZZ 180 189,945.46 1 5.625 1,581.57 79 5.375 1,581.57 LANCASTER OH 43130 2 03/03/03 00 1959830 05 05/01/03 0 1959830 O 04/01/18 0 8670257 286/286 F 101,000.00 ZZ 180 99,930.61 2 5.750 838.72 79 5.500 838.72 WEST SPRINGFIEL MA 01089 2 03/13/03 00 2002925 05 05/01/03 0 2002925 N 04/01/18 0 8670335 286/286 F 143,000.00 ZZ 180 141,469.96 1 5.625 1,177.94 58 5.375 1,177.94 MILFORD CT 06460 5 03/06/03 00 2013509 05 05/01/03 0 2013509 O 04/01/18 0 1 8670339 286/286 F 102,600.00 ZZ 180 101,490.69 1 5.500 838.33 90 5.250 838.33 ROCKFORD IL 61114 1 03/18/03 12 2140463 05 05/01/03 25 2140463 O 04/01/18 0 8672923 E22/G02 F 104,000.00 TX 180 103,259.91 1 5.625 856.68 80 5.375 856.68 SAN ANTONIO TX 78209 5 05/05/03 00 0416694131 05 06/01/03 0 0416694131 N 05/01/18 0 8673647 286/286 F 543,000.00 ZZ 180 535,235.39 1 5.625 4,472.87 39 5.375 4,472.87 WINNETKA IL 60093 2 02/20/03 00 1952445 05 04/01/03 0 1952445 O 03/01/18 0 8673673 286/286 F 430,500.00 ZZ 180 425,796.66 1 5.375 3,489.06 40 5.125 3,489.06 CHARLOTTE VT 05445 2 03/26/03 00 2059200 05 05/01/03 0 2059200 O 04/01/18 0 8673695 286/286 F 149,000.00 ZZ 180 147,438.89 1 5.875 1,247.31 42 5.625 1,247.31 NEWTON MA 02465 2 03/21/03 00 2127036 05 05/01/03 0 2127036 O 04/01/18 0 8673697 286/286 F 483,800.00 ZZ 180 477,564.62 1 1 5.500 3,953.05 36 5.250 3,953.05 PARADISE VALLEY AZ 85253 2 03/21/03 00 2059702 05 05/01/03 0 2059702 O 04/01/18 0 8673713 286/286 F 140,000.00 ZZ 180 138,486.32 1 5.500 1,143.92 80 5.250 1,143.92 PHILADELPHIA PA 19116 5 03/25/03 00 2101746 05 05/01/03 0 2101746 O 04/01/18 0 8673753 286/286 F 166,500.00 ZZ 180 164,680.93 2 5.375 1,349.43 58 5.125 1,349.43 CRANFORD NJ 07016 2 03/25/03 00 2128551 05 05/01/03 0 2128551 O 04/01/18 0 8673759 286/286 F 180,000.00 ZZ 180 178,083.59 1 5.750 1,494.74 52 5.500 1,494.74 CORAL SPRINGS FL 33067 5 03/26/03 00 1974717 05 05/01/03 0 1974717 O 04/01/18 0 8673779 286/286 F 188,500.00 ZZ 180 185,649.17 1 5.375 1,527.73 67 5.125 1,527.73 LAKE ELSINORE CA 92530 2 03/25/03 00 2148502 05 05/01/03 0 2148502 O 04/01/18 0 8673805 286/286 F 136,500.00 ZZ 180 132,994.00 1 5.875 1,142.67 78 5.625 1,142.67 MIAMI FL 33015 5 02/18/03 00 1967559 05 04/01/03 0 1 1967559 O 03/01/18 0 8673809 286/286 F 198,111.00 ZZ 180 195,571.52 1 5.375 1,605.63 75 5.125 1,605.63 LIBERTY HILL TX 78642 5 03/28/03 00 2160099 05 05/01/03 0 2160099 O 04/01/18 0 8673813 286/286 F 180,000.00 ZZ 180 178,033.45 1 5.375 1,458.84 56 5.125 1,458.84 LINCOLN CA 95648 5 03/18/03 00 2066867 05 05/01/03 0 2066867 O 04/01/18 0 8673829 286/286 F 137,000.00 ZZ 180 135,564.61 1 5.875 1,146.86 70 5.625 1,146.86 COLUMBUS IN 47203 5 03/26/03 00 2109681 05 05/01/03 0 2109681 O 04/01/18 0 8673841 286/286 F 108,600.00 ZZ 180 106,972.79 1 5.875 909.12 41 5.625 909.12 AUSTIN TX 78726 2 02/14/03 00 1999453 05 04/01/03 0 1999453 O 03/01/18 0 8673853 286/286 F 108,700.00 ZZ 180 107,573.04 1 6.000 917.28 78 5.750 917.28 PORTLAND OR 97220 2 03/18/03 00 2068290 05 05/01/03 0 2068290 N 04/01/18 0 1 8675673 286/286 F 140,000.00 ZZ 180 138,486.32 1 5.500 1,143.92 44 5.250 1,143.92 WARWICK RI 02818 5 03/31/03 00 2067311 05 05/01/03 0 2067311 N 04/01/18 0 8675691 286/286 F 105,000.00 ZZ 180 103,864.74 1 5.500 857.94 47 5.250 857.94 MIAMI FL 33183 2 03/10/03 00 2039629 05 05/01/03 0 2039629 O 04/01/18 0 8675697 286/286 F 187,400.00 ZZ 180 184,429.82 1 5.500 1,531.22 65 5.250 1,531.22 HONOLULU HI 96814 2 03/19/03 00 2180725 06 05/01/03 0 2180725 N 04/01/18 0 8675709 286/286 F 175,000.00 ZZ 180 173,166.48 1 5.875 1,464.96 15 5.625 1,464.96 RIBERA NM 87560 5 03/27/03 00 2205339 05 05/01/03 0 2205339 O 04/01/18 0 8675719 286/286 F 135,000.00 ZZ 180 132,710.97 4 6.000 1,139.21 26 5.750 1,139.21 REVERE MA 02151 2 03/28/03 00 2128034 05 05/01/03 0 2128034 N 04/01/18 0 8684501 B43/G02 F 88,000.00 ZZ 120 86,281.51 1 4.875 928.01 51 4.625 928.01 1 DENVER CO 80205 2 03/31/03 00 0435800305 05 05/01/03 0 0015179641 N 04/01/13 0 8684571 Q01/G02 F 140,500.00 ZZ 180 139,500.17 1 5.625 1,157.34 95 5.375 1,157.34 VALRICO FL 33594 2 04/29/03 12 0435883988 03 06/01/03 30 143402 O 05/01/18 0 8684939 E57/G02 F 148,500.00 ZZ 180 147,432.07 1 5.500 1,213.37 90 5.250 1,213.37 LOMA LINDA CA 92354 5 04/23/03 04 0436109706 05 06/01/03 25 17301336 O 05/01/18 0 8685757 E82/G02 F 47,500.00 T 180 47,329.60 1 5.500 388.11 60 5.250 388.11 SAN ANTONIO TX 78250 2 05/09/03 00 0400829578 03 07/01/03 0 0400829578 O 06/01/18 0 8686889 E22/G02 F 138,000.00 ZZ 180 137,520.40 1 5.875 1,155.22 58 5.625 1,155.22 PARAMOUNT CA 90723 2 04/29/03 00 0416668903 01 07/01/03 0 0416668903 N 06/01/18 0 8688595 W08/G02 F 36,000.00 ZZ 180 35,757.03 1 6.250 308.67 75 6.000 308.67 PALM BAY FL 32905 1 04/29/03 00 0435935747 07 06/01/03 0 032836MG N 05/01/18 0 1 8688839 E22/G02 F 86,400.00 ZZ 180 86,077.32 1 5.375 700.24 80 5.125 700.24 WALKER LA 70785 1 05/09/03 00 0416842243 05 07/01/03 0 0416842243 O 06/01/18 0 8695313 R84/G02 F 49,300.00 ZZ 180 48,949.16 1 5.625 406.10 47 5.375 406.10 TACOMA WA 98408 2 04/23/03 00 0435925961 05 06/01/03 0 WA303409 N 05/01/18 0 8697811 E22/G01 F 240,000.00 ZZ 180 239,157.02 1 5.750 1,992.98 80 5.500 1,992.98 JENSEN BEACH FL 34994 5 05/07/03 00 0416607315 03 07/01/03 0 0416607315 O 06/01/18 0 8698321 E82/G02 F 47,800.00 ZZ 180 47,537.38 1 6.125 406.60 63 5.875 406.60 MUSTANG OK 73064 2 05/08/03 00 0400815692 05 07/01/03 0 0400815692 N 06/01/18 0 8700657 E47/G02 F 42,750.00 ZZ 180 42,476.52 1 6.875 381.27 75 6.625 381.27 TAMPA FL 33613 1 05/05/03 00 0435811237 01 06/01/03 0 7361014071 N 05/01/18 0 8700983 G27/G02 F 232,000.00 ZZ 180 231,193.72 3 1 5.875 1,942.11 80 5.625 1,942.11 EL MONTE CA 91732 1 05/09/03 00 0436039853 05 07/01/03 0 20003082 O 06/01/18 0 8701287 742/G02 F 187,500.00 ZZ 180 186,834.41 3 5.625 1,544.50 67 5.375 1,544.50 BEACON NY 12508 5 05/07/03 00 0435889019 05 07/01/03 0 6631733 N 06/01/18 0 8702243 E82/G02 F 68,700.00 ZZ 180 68,456.13 1 5.625 565.90 68 5.375 565.90 BATON ROUGE LA 70806 2 05/14/03 00 0400835476 05 07/01/03 0 0400835476 N 06/01/18 0 8702267 E22/G02 F 108,750.00 TX 180 108,380.03 1 6.125 925.05 75 5.875 925.05 RICHARDSON TX 75081 5 05/13/03 00 0416448090 05 07/01/03 0 0416448090 N 06/01/18 0 8707027 E82/G02 F 108,050.00 ZZ 180 107,670.48 1 5.750 897.26 70 5.500 897.26 PHOENIX AZ 85023 2 05/13/03 00 0400819884 03 07/01/03 0 0400819884 N 06/01/18 0 8707693 E22/G02 F 125,000.00 ZZ 180 124,551.57 1 5.500 1,021.35 59 5.250 1,021.35 PLANO TX 75024 5 05/08/03 00 0416694248 03 07/01/03 0 1 0416694248 O 06/01/18 0 8709291 E76/G02 F 196,400.00 ZZ 180 195,680.43 1 5.250 1,578.82 76 5.000 1,578.82 SPRING TX 77381 2 05/07/03 00 0435878368 03 07/01/03 0 10023537 O 06/01/18 0 8712267 E22/G02 F 136,000.00 ZZ 180 135,517.22 1 5.625 1,120.28 80 5.375 1,120.28 CAPON BRIDGE WV 26711 5 05/01/03 00 0416654788 05 07/01/03 0 0416654788 O 06/01/18 0 8712273 E22/G02 F 80,500.00 ZZ 180 80,220.23 1 5.875 673.88 52 5.625 673.88 OCEAN PINES MD 21811 2 05/15/03 00 0416681104 03 07/01/03 0 0416681104 N 06/01/18 0 8712315 E22/G02 F 139,500.00 ZZ 180 138,999.54 1 5.500 1,139.83 90 5.250 1,139.83 NORTH BEACH MD 20714 1 05/15/03 10 0416776375 09 07/01/03 20 0416776375 N 06/01/18 0 8712803 E47/G02 F 132,000.00 ZZ 180 131,541.25 1 5.875 1,105.00 49 5.625 1,105.00 PITTSBURG CA 94565 5 05/02/03 00 0435859624 05 07/01/03 0 7331015065 O 06/01/18 0 1 8713625 E84/G02 F 203,000.00 T 180 200,157.22 1 5.875 1,699.35 36 5.625 1,699.35 SAN LUIS OBISPO CA 93401 2 02/03/03 00 0436118392 05 04/01/03 0 76820759 O 03/01/18 0 8714071 N74/G02 F 47,000.00 ZZ 120 46,701.36 1 5.250 504.27 65 5.000 504.27 JONESBORO AR 72401 2 05/06/03 00 0435984802 05 07/01/03 0 0032346010 N 06/01/13 0 8714579 A52/G02 F 90,700.00 ZZ 180 90,378.04 1 5.625 747.12 89 5.375 747.12 STOCKBRIDGE GA 30281 5 05/08/03 11 0435892922 05 07/01/03 25 24501 O 06/01/18 0 8714783 X67/G02 F 134,000.00 ZZ 180 133,493.42 1 4.875 1,050.96 55 4.625 1,050.96 BELLFLOWER CA 90706 2 05/01/03 00 0436093272 05 07/01/03 0 00286406 O 06/01/18 0 8715265 E82/G02 F 82,650.00 ZZ 180 82,356.61 1 5.625 680.81 57 5.375 680.81 LEVITTOWN NY 11756 2 05/13/03 00 0400807947 05 07/01/03 0 0400807947 O 06/01/18 0 8715555 Q01/G02 F 195,500.00 ZZ 180 194,813.32 1 5.750 1,623.45 85 5.500 1,623.45 1 SALT LAKE CITY UT 84106 5 05/13/03 12 0435876818 05 07/01/03 12 110117201 O 06/01/18 0 8715789 M24/G02 F 395,000.00 ZZ 180 393,567.93 1 5.375 3,201.34 48 5.125 3,201.34 SANTA ANA CA 92706 2 05/06/03 00 0436112106 05 07/01/03 0 800211742 O 06/01/18 0 8715819 E22/G02 F 35,800.00 ZZ 120 34,856.28 1 5.500 388.52 48 5.250 388.52 ELGIN OK 73538 2 05/12/03 00 0416897882 05 07/01/03 0 0416897882 O 06/01/13 0 8715947 K79/G02 F 170,500.00 ZZ 180 169,881.86 1 5.375 1,381.84 59 5.125 1,381.84 EASTON MA 02375 2 05/12/03 00 0436034250 05 07/01/03 0 16585 O 06/01/18 0 8717395 144/144 F 502,350.00 ZZ 180 496,918.64 1 5.500 4,104.62 72 5.250 4,104.62 WOODSTOCK NY 12498 5 03/28/03 00 160717751 05 05/01/03 0 160717751 O 04/01/18 0 8718579 624/G02 F 82,000.00 ZZ 180 81,702.71 1 5.375 664.58 38 5.125 664.58 TUCSON AZ 85749 2 05/08/03 00 0435886544 05 07/01/03 0 1000032403 O 06/01/18 0 1 8718669 E82/G02 F 47,250.00 ZZ 180 47,089.25 1 6.125 401.92 48 5.875 401.92 GARLAND TX 75043 2 05/15/03 00 0400817375 05 07/01/03 0 0400817375 N 06/01/18 0 8718677 E82/G02 F 37,500.00 ZZ 180 37,372.43 1 6.125 318.98 40 5.875 318.98 MESQUITE TX 75149 2 05/15/03 00 0400817383 05 07/01/03 0 0400817383 N 06/01/18 0 8718765 E82/G02 F 74,000.00 ZZ 180 73,745.55 2 6.000 624.45 71 5.750 624.45 OWASSO OK 74055 2 05/21/03 00 0400832671 05 07/01/03 0 0400832671 N 06/01/18 0 8718801 E82/G02 F 47,000.00 ZZ 180 46,829.60 1 5.375 380.92 40 5.125 380.92 CORVALLIS OR 97333 2 05/16/03 00 0400834222 05 07/01/03 0 0400834222 O 06/01/18 0 8719055 E22/G02 F 96,000.00 ZZ 180 95,666.37 1 5.875 803.63 80 5.625 803.63 THE COLONY TX 75056 1 05/19/03 00 0417001310 05 07/01/03 0 0417001310 O 06/01/18 0 8719137 E22/G02 F 141,000.00 ZZ 180 140,494.16 1 1 5.500 1,152.09 32 5.250 1,152.09 MANALAPAN NJ 07726 2 05/14/03 00 0416578300 05 07/01/03 0 0416578300 O 06/01/18 0 8719169 E22/G02 F 240,000.00 ZZ 180 239,139.00 1 5.500 1,961.00 80 5.250 1,961.00 SAN MARCOS TX 78666 1 05/19/03 00 0416918266 05 07/01/03 0 0416918266 O 06/01/18 0 8719297 E22/G02 F 56,650.00 ZZ 180 56,272.78 1 5.750 470.43 90 5.500 470.43 BAYTOWN TX 77520 2 05/13/03 01 0416825909 05 07/01/03 25 0416825909 O 06/01/18 0 8719327 E22/G02 F 132,000.00 ZZ 180 131,516.38 1 5.250 1,061.12 44 5.000 1,061.12 FESTUS MO 63028 2 05/14/03 00 0416834208 05 07/01/03 0 0416834208 O 06/01/18 0 8720059 N47/G02 F 300,000.00 ZZ 180 298,912.35 1 5.375 2,431.40 75 5.125 2,431.40 SAN JOSE CA 95121 1 05/12/03 00 0435937404 05 07/01/03 0 20505741 O 06/01/18 0 8720631 X80/G02 F 180,000.00 ZZ 180 179,354.25 1 5.500 1,470.75 57 5.250 1,470.75 SANTA ANA CA 92703 2 05/05/03 00 0435899695 05 07/01/03 0 1 1410170717 O 06/01/18 0 8721875 313/G02 F 127,000.00 ZZ 180 126,105.68 1 5.750 1,054.63 59 5.500 1,054.63 CHICAGO IL 60638 5 04/26/03 00 0435893722 05 06/01/03 0 9486671 O 05/01/18 0 8721877 313/G02 F 372,000.00 ZZ 180 369,268.18 1 5.250 2,990.43 80 5.000 2,990.43 ARCADIA CA 91006 1 04/30/03 00 0435894415 05 06/01/03 0 9525999 O 05/01/18 0 8721963 313/G02 F 75,000.00 ZZ 180 74,460.63 1 5.500 612.82 29 5.250 612.82 MELBOURNE BEACH FL 32951 1 04/30/03 00 0435871991 05 06/01/03 0 9479098 O 05/01/18 0 8721977 313/G02 F 96,000.00 ZZ 180 95,331.09 1 5.875 803.64 80 5.625 803.64 WINSTON SALEM NC 27104 1 04/30/03 00 0435897616 05 06/01/03 0 9472879 N 05/01/18 0 8722169 P21/G02 F 121,000.00 ZZ 180 120,547.31 1 5.000 956.86 70 4.750 956.86 HENDERSON NV 89014 2 05/05/03 00 0435914858 03 07/01/03 0 304093 O 06/01/18 0 1 8722823 624/G02 F 163,000.00 T 180 161,803.00 1 5.250 1,310.32 80 5.000 1,310.32 QUINCY CA 95971 2 04/24/03 00 0435883541 05 06/01/03 0 1000031145 O 05/01/18 0 8723541 E82/G02 F 72,500.00 ZZ 180 72,250.70 2 6.000 611.80 66 5.750 611.80 OWASSO OK 74055 2 05/21/03 00 0400832663 05 07/01/03 0 0400832663 N 06/01/18 0 8723545 E82/G02 F 69,300.00 ZZ 180 69,061.71 2 6.000 584.79 66 5.750 584.79 OWASSO OK 74055 2 05/21/03 00 0400832895 05 07/01/03 0 0400832895 N 06/01/18 0 8723879 E22/G02 F 65,000.00 ZZ 180 64,774.10 1 5.875 544.13 73 5.625 544.13 HOUSTON TX 77086 5 05/20/03 00 0416750149 03 07/01/03 0 0416750149 N 06/01/18 0 8723941 E22/G02 F 107,500.00 ZZ 180 107,110.26 1 5.375 871.25 77 5.125 871.25 ARVADA CO 80003 2 05/20/03 00 0416937944 09 07/01/03 0 0416937944 N 06/01/18 0 8723969 E22/G02 F 70,000.00 ZZ 180 69,754.13 1 5.750 581.29 80 5.500 581.29 1 MARRERO LA 70072 2 05/15/03 00 0416964799 05 07/01/03 0 0416964799 O 06/01/18 0 8723973 E22/G02 F 62,000.00 ZZ 180 61,786.81 1 6.000 523.19 53 5.750 523.19 MOBILE AL 36619 5 05/15/03 00 0416973550 05 07/01/03 0 0416973550 O 06/01/18 0 8724015 E22/G02 F 168,150.00 ZZ 180 167,533.94 1 5.250 1,351.72 94 5.000 1,351.72 LAS VEGAS NV 89134 2 05/13/03 04 0417016300 03 07/01/03 25 0417016300 O 06/01/18 0 8724411 286/286 F 99,000.00 ZZ 180 97,951.52 1 5.750 822.11 56 5.500 822.11 CHICAGO IL 60629 1 03/26/03 00 2220588 05 05/01/03 0 2220588 O 04/01/18 0 8724415 286/286 F 69,450.00 ZZ 180 68,960.95 1 5.750 576.72 79 5.500 576.72 CALIFORNIA MD 20619 2 04/16/03 00 1953131 01 06/01/03 0 1953131 N 05/01/18 0 8724419 286/286 F 150,000.00 ZZ 180 148,361.21 1 5.375 1,215.70 52 5.125 1,215.70 SAHUARITA AZ 85629 2 03/17/03 00 2165874 05 05/01/03 0 2165874 O 04/01/18 0 1 8724421 286/286 F 144,000.00 ZZ 180 142,964.41 1 5.500 1,176.61 80 5.250 1,176.61 BLOOMINGTON IL 61704 2 04/07/03 00 2098701 05 06/01/03 0 2098701 O 05/01/18 0 8724423 286/286 F 125,000.00 ZZ 180 123,690.35 1 5.875 1,046.40 57 5.625 1,046.40 DENVER CO 80223 5 03/24/03 00 2080083 05 05/01/03 0 2080083 O 04/01/18 0 8724427 286/286 F 285,000.00 ZZ 180 281,918.33 4 5.500 2,328.69 55 5.250 2,328.69 SANTA ANA CA 92701 5 03/24/03 00 2095509 05 05/01/03 0 2095509 O 04/01/18 0 8724429 286/286 F 420,000.00 ZZ 180 417,042.47 1 5.750 3,487.73 50 5.500 3,487.73 RANCHO PALOS VE CA 90275 2 03/28/03 00 2141824 05 06/01/03 0 2141824 O 05/01/18 0 8724431 286/286 F 40,000.00 ZZ 180 39,416.85 1 5.500 326.83 37 5.250 326.83 FAYETTEVILLE NC 28314 1 03/27/03 00 2136054 01 05/01/03 0 2136054 O 04/01/18 0 8724435 286/286 F 208,000.00 ZZ 180 205,548.26 1 1 5.875 1,741.21 80 5.625 1,741.21 GLENDALE AZ 85306 5 04/11/03 00 2241095 05 06/01/03 0 2241095 O 05/01/18 0 8724439 286/286 F 237,000.00 ZZ 180 234,490.66 1 5.750 1,968.08 79 5.500 1,968.08 WESTON FL 33327 2 03/31/03 00 2193418 05 05/01/03 0 2193418 O 04/01/18 0 8724441 286/286 F 78,000.00 ZZ 180 77,439.06 1 5.500 637.33 23 5.250 637.33 SEVERN MD 21144 5 04/16/03 00 2233650 05 06/01/03 0 2233650 O 05/01/18 0 8724443 286/286 F 137,250.00 ZZ 180 136,313.73 2 6.125 1,167.49 90 5.875 1,167.49 TOLEDO OH 43612 1 04/17/03 12 2208194 05 06/01/03 25 2208194 O 05/01/18 0 8724445 286/286 F 81,600.00 ZZ 180 81,025.39 1 5.750 677.62 60 5.500 677.62 WINTER PARK FL 32792 5 04/04/03 00 2094227 05 06/01/03 0 2094227 O 05/01/18 0 8724447 286/286 F 113,000.00 ZZ 180 111,778.24 1 5.500 923.31 80 5.250 923.31 SPRING TX 77373 1 03/25/03 00 2166427 05 05/01/03 0 1 2166427 O 04/01/18 0 8724449 286/286 F 337,062.00 ZZ 180 334,688.51 2 5.750 2,799.00 38 5.500 2,799.00 NAGS HEAD NC 27959 2 04/17/03 00 2228298 05 06/01/03 0 2228298 N 05/01/18 0 8724451 286/286 F 166,000.00 ZZ 180 164,793.63 1 5.375 1,345.38 48 5.125 1,345.38 LAKEVILLE MN 55044 5 04/14/03 00 2205657 05 06/01/03 0 2205657 O 05/01/18 0 8724453 286/286 F 68,000.00 ZZ 180 67,249.31 1 5.250 546.64 60 5.000 546.64 CINCINNATI OH 45217 5 03/31/03 00 2173933 05 05/01/03 0 2173933 O 04/01/18 0 8724455 286/286 F 210,000.00 ZZ 180 208,473.88 1 5.375 1,701.98 70 5.125 1,701.98 BOCA RATON FL 33496 2 04/07/03 00 2083576 03 06/01/03 0 2083576 O 05/01/18 0 8724457 286/286 F 72,000.00 ZZ 180 71,486.82 1 5.625 593.09 80 5.375 593.09 KALAMAZOO MI 49008 5 04/10/03 00 2036001 05 06/01/03 0 2036001 O 05/01/18 0 1 8724459 286/286 F 224,000.00 ZZ 180 222,250.39 1 5.625 1,845.16 80 5.375 1,845.16 BAY CITY MI 48706 5 04/16/03 00 2097041 05 06/01/03 0 2097041 O 05/01/18 0 8724461 286/286 F 204,000.00 ZZ 180 202,532.93 1 5.500 1,666.85 80 5.250 1,666.85 MIAMI FL 33186 5 04/10/03 00 2161147 05 06/01/03 0 2161147 O 05/01/18 0 8724463 286/286 F 124,400.00 ZZ 180 121,328.35 1 5.875 1,041.38 80 5.625 1,041.38 ORLANDO FL 32817 1 11/12/02 00 1758956 05 01/01/03 0 1758956 N 12/01/17 0 8724465 286/286 F 136,000.00 ZZ 180 134,469.49 1 5.750 1,129.36 38 5.500 1,129.36 DANBURY CT 06811 2 03/28/03 00 2004664 05 05/01/03 0 2004664 O 04/01/18 0 8724467 286/286 F 207,000.00 ZZ 180 205,146.49 1 6.125 1,760.80 68 5.875 1,760.80 MARENGO IL 60152 2 04/07/03 00 2143341 05 06/01/03 0 2143341 O 05/01/18 0 8724469 286/286 F 128,000.00 ZZ 180 127,136.07 1 6.250 1,097.51 80 6.000 1,097.51 1 DALLAS TX 75234 2 04/18/03 00 2240460 05 06/01/03 0 2240460 N 05/01/18 0 8724471 286/286 F 73,800.00 ZZ 180 73,285.77 2 5.875 617.80 56 5.625 617.80 ORLANDO FL 32806 2 04/22/03 00 2163786 05 06/01/03 0 2163786 N 05/01/18 0 8724473 286/286 F 103,600.00 ZZ 180 102,468.46 1 6.000 874.24 70 5.750 874.24 MARIETTA GA 30062 5 03/27/03 00 1899474 05 05/01/03 0 1899474 N 04/01/18 0 8724475 286/286 F 186,000.00 ZZ 180 184,009.91 1 5.625 1,532.14 73 5.375 1,532.14 CHICAGO IL 60639 2 03/31/03 00 2230238 05 05/01/03 0 2230238 O 04/01/18 0 8724477 286/286 F 105,000.00 ZZ 180 103,167.73 1 5.750 871.93 67 5.500 871.93 ALLEN PARK MI 48101 2 02/26/03 00 2098574 05 04/01/03 0 2098574 N 03/01/18 0 8724479 286/286 F 52,000.00 ZZ 180 51,225.11 1 5.500 424.89 28 5.250 424.89 MODESTO CA 95355 5 04/02/03 00 2146465 05 06/01/03 0 2146465 N 05/01/18 0 1 8724483 286/286 F 90,000.00 ZZ 180 89,352.76 1 5.500 735.38 42 5.250 735.38 STREAMWOOD IL 60107 2 04/10/03 00 2046268 05 06/01/03 0 2046268 O 05/01/18 0 8724485 286/286 F 152,100.00 ZZ 180 150,994.65 1 5.375 1,232.72 39 5.125 1,232.72 PARK RIDGE IL 60068 2 04/07/03 00 2158223 05 06/01/03 0 2158223 O 05/01/18 0 8724489 286/286 F 202,000.00 ZZ 180 200,516.58 4 5.250 1,623.84 41 5.000 1,623.84 WESTMINSTER CA 92683 2 04/01/03 00 2071089 05 06/01/03 0 2071089 O 05/01/18 0 8724491 286/286 F 210,000.00 ZZ 180 208,457.83 1 5.250 1,688.15 54 5.000 1,688.15 ORLAND PARK IL 60467 5 04/11/03 00 2136663 05 06/01/03 0 2136663 O 05/01/18 0 8724493 286/286 F 194,275.00 ZZ 180 192,891.33 1 5.875 1,626.32 95 5.625 1,626.32 SANTA FE NM 87501 1 04/09/03 12 2235937 05 06/01/03 30 2235937 O 05/01/18 0 8724495 286/286 F 142,500.00 ZZ 180 140,919.47 1 1 5.500 1,164.35 75 5.250 1,164.35 RED BANK NJ 07701 5 04/09/03 00 2176567 05 06/01/03 0 2176567 N 05/01/18 0 8724497 286/286 F 128,000.00 ZZ 180 126,644.73 1 5.750 1,062.92 74 5.500 1,062.92 AVON IN 46123 2 03/25/03 00 2102680 05 05/01/03 0 2102680 O 04/01/18 0 8724531 286/286 F 100,000.00 ZZ 180 96,303.96 1 6.000 843.86 50 5.750 843.86 SAN DIEGO CA 92117 2 04/08/03 00 1923040 01 06/01/03 0 1923040 N 05/01/18 0 8724533 286/286 F 98,400.00 ZZ 180 97,677.38 1 5.250 791.02 80 5.000 791.02 CLOVIS CA 93612 5 04/09/03 00 2158185 05 06/01/03 0 2158185 O 05/01/18 0 8724535 286/286 F 39,750.00 ZZ 180 39,320.20 1 5.500 324.80 75 5.250 324.80 HOUSTON TX 77057 1 03/19/03 00 2141540 01 05/01/03 0 2141540 N 04/01/18 0 8724537 286/286 F 350,000.00 ZZ 180 347,561.29 3 5.875 2,929.92 46 5.625 2,929.92 BERKELEY CA 94801 5 03/29/03 00 2161066 05 06/01/03 0 1 2161066 O 05/01/18 0 8724539 286/286 F 37,600.00 ZZ 180 36,663.75 1 6.375 324.96 80 6.125 324.96 INDIANAPOLIS IN 46201 1 04/04/03 00 2120857 05 05/01/03 0 2120857 N 04/01/18 0 8724541 286/286 F 50,650.00 ZZ 180 50,124.87 1 6.000 427.42 68 5.750 427.42 FORT WORTH TX 76112 2 03/06/03 00 2004346 05 05/01/03 0 2004346 N 04/01/18 0 8724543 286/286 F 52,500.00 ZZ 180 52,141.87 1 6.125 446.58 75 5.875 446.58 MARTINSVILLE IN 46151 5 04/14/03 00 2215223 05 06/01/03 0 2215223 N 05/01/18 0 8724545 286/286 F 63,000.00 ZZ 180 62,570.23 1 6.125 535.90 75 5.875 535.90 MARTINSVILLE IN 46151 5 04/14/03 00 2215226 05 06/01/03 0 2215226 N 05/01/18 0 8724547 286/286 F 234,400.00 ZZ 180 232,783.95 1 6.000 1,978.01 80 5.750 1,978.01 MARTINSVILLE IN 46151 5 04/16/03 00 2215720 05 06/01/03 0 2215720 O 05/01/18 0 1 8724549 286/286 F 56,000.00 ZZ 180 55,617.99 1 6.125 476.35 45 5.875 476.35 SUN CITY CA 92586 2 04/04/03 00 2117234 05 06/01/03 0 2117234 N 05/01/18 0 8724553 286/286 F 54,000.00 ZZ 180 53,635.53 2 6.250 463.01 75 6.000 463.01 ALBUQUERQUE NM 87105 2 04/07/03 00 2236490 05 06/01/03 0 2236490 N 05/01/18 0 8724555 286/286 F 65,000.00 ZZ 180 64,532.55 1 5.500 531.11 24 5.250 531.11 GLENN CA 95943 5 04/07/03 00 2105573 05 06/01/03 0 2105573 O 05/01/18 0 8724557 286/286 F 66,000.00 ZZ 180 65,530.32 1 5.625 543.67 80 5.375 543.67 BELEN NM 87002 2 04/11/03 00 2165644 05 06/01/03 0 2165644 N 05/01/18 0 8724559 286/286 F 48,800.00 ZZ 180 47,922.53 1 6.000 411.81 58 5.750 411.81 HOUSTON TX 77070 2 04/01/03 00 2069425 05 05/01/03 0 2069425 N 04/01/18 0 8724561 286/286 F 114,000.00 ZZ 180 113,180.17 1 5.500 931.48 63 5.250 931.48 1 PORTLAND OR 97211 2 04/15/03 00 2075798 05 06/01/03 0 2075798 N 05/01/18 0 8725511 Y23/G02 F 130,400.00 TX 180 129,932.19 1 5.500 1,065.48 80 5.250 1,065.48 AMARILLO TX 79109 5 05/12/03 00 0435882816 05 07/01/03 0 1000217545 O 06/01/18 0 8725535 X80/G02 F 164,000.00 ZZ 180 162,851.26 2 5.625 1,350.92 69 5.375 1,350.92 LOS ANGELES CA 90023 5 04/17/03 00 0436069462 05 06/01/03 0 1410144420 O 05/01/18 0 8726521 N47/G02 F 188,000.00 ZZ 180 187,311.21 1 5.250 1,511.29 32 5.000 1,511.29 MILPITAS CA 95035 2 05/12/03 00 0435908579 05 07/01/03 0 20505351 O 06/01/18 0 8727009 X67/G02 F 163,000.00 ZZ 180 162,415.23 1 5.500 1,331.85 59 5.250 1,331.85 GARDEN GROVE CA 92843 2 05/01/03 00 0435891536 05 07/01/03 0 00285781 O 06/01/18 0 8727099 X19/G02 F 130,000.00 ZZ 180 129,528.68 1 5.375 1,053.61 32 5.125 1,053.61 NEW CASTLE NY 10562 2 05/19/03 00 0435882659 05 07/01/03 0 23022703 O 06/01/18 0 1 8728041 E22/G02 F 100,000.00 ZZ 180 99,633.62 1 5.250 803.88 24 5.000 803.88 RANDOLPH NJ 07869 5 05/16/03 00 0416520385 05 07/01/03 0 0416520385 O 06/01/18 0 8728097 E22/G02 F 66,700.00 ZZ 180 66,458.18 1 5.375 540.58 76 5.125 540.58 PAYSON UT 84651 2 05/13/03 00 0416757664 05 07/01/03 0 0416757664 O 06/01/18 0 8728105 P09/G02 F 137,500.00 ZZ 180 136,892.77 1 5.200 1,101.72 55 4.950 1,101.72 ACCOKEEK MD 20607 2 05/16/03 00 0435884085 03 07/01/03 0 3002260101 O 06/01/18 0 8728109 E22/G02 F 178,000.00 ZZ 180 177,361.42 1 5.500 1,454.41 80 5.250 1,454.41 LOS ALAMOS NM 87544 5 05/16/03 00 0416863215 05 07/01/03 0 0416863215 O 06/01/18 0 8728173 E22/G02 F 209,000.00 ZZ 180 208,242.28 1 5.375 1,693.87 79 5.125 1,693.87 SACRAMENTO CA 95829 5 05/07/03 00 0417147196 05 07/01/03 0 0417000684 O 06/01/18 0 8728265 E22/G02 F 61,500.00 ZZ 180 61,290.78 1 1 6.125 523.13 54 5.875 523.13 ANNAPOLIS MD 21401 2 05/21/03 00 0416628097 05 07/01/03 0 0416628097 N 06/01/18 0 8728353 E22/G02 F 103,000.00 ZZ 180 102,622.64 1 5.250 827.99 43 5.000 827.99 KATY TX 77494 5 05/16/03 00 0416951333 03 07/01/03 0 0416951333 O 06/01/18 0 8728357 E22/G02 F 506,250.00 ZZ 180 504,395.21 1 5.250 4,069.63 75 5.000 4,069.63 DALY CITY CA 94014 2 05/12/03 00 0416965523 03 07/01/03 0 0416965523 O 06/01/18 0 8728371 E22/G02 F 223,000.00 ZZ 180 222,191.51 1 5.375 1,807.34 64 5.125 1,807.34 LYNDHURST NJ 07071 5 05/16/03 00 0416971315 05 07/01/03 0 0416971315 O 06/01/18 0 8728389 E22/G02 F 65,500.00 ZZ 180 65,254.95 1 5.000 517.97 56 4.750 517.97 GREENVILLE MI 48838 5 05/16/03 00 0417156171 05 07/01/03 0 0417156171 O 06/01/18 0 8728535 E82/G02 F 49,750.00 ZZ 180 49,049.14 1 5.500 406.50 50 5.250 406.50 KALISPELL MT 59901 2 05/19/03 00 0400834073 05 07/01/03 0 1 0400834073 O 06/01/18 0 8728549 E82/G02 F 70,500.00 ZZ 180 70,254.99 2 5.875 590.17 16 5.625 590.17 BROOKLYN NY 11214 2 05/19/03 00 0400793444 05 07/01/03 0 0400793444 O 06/01/18 0 8728813 B39/G02 F 110,000.00 ZZ 180 109,596.98 1 5.250 884.27 20 5.000 884.27 FOREST LAKE MN 55025 5 05/16/03 00 0435893441 05 07/01/03 0 20031986F O 06/01/18 0 8729501 T63/G02 F 109,600.00 ZZ 120 108,922.10 1 5.750 1,203.07 79 5.500 1,203.07 BEMIDJI MN 56601 5 05/12/03 00 0435915061 05 07/01/03 0 10490553 O 06/01/13 0 8729979 K15/G02 F 240,000.00 ZZ 180 239,120.69 1 5.250 1,929.31 75 5.000 1,929.31 HEWLETT NY 11557 5 05/09/03 00 0435885660 05 07/01/03 0 011205514919 O 06/01/18 0 8730305 Q30/G02 F 540,000.00 ZZ 180 536,157.21 1 5.625 4,448.15 59 5.375 4,448.15 BROOKLYN NY 11209 5 04/29/03 00 0435949227 05 06/01/03 0 21021778 O 05/01/18 0 1 8731441 E82/G02 F 112,900.00 ZZ 180 112,482.01 1 5.125 900.17 27 4.875 900.17 S GLASTONBURY CT 06073 2 05/20/03 00 0400836458 05 07/01/03 0 0400836458 O 06/01/18 0 8731545 E22/G02 F 140,000.00 ZZ 180 139,508.26 1 5.750 1,162.57 80 5.500 1,162.57 SANTA FE NM 87507 5 05/16/03 00 0416873693 03 07/01/03 0 0416873693 O 06/01/18 0 8731573 E22/G02 F 66,000.00 ZZ 180 65,753.06 1 5.250 530.56 48 5.000 530.56 MESA AZ 85203 2 05/13/03 00 0416937712 05 07/01/03 0 0416937712 O 06/01/18 0 8731583 E22/G02 F 155,000.00 ZZ 180 154,426.13 1 5.125 1,235.85 37 4.875 1,235.85 THOUSAND OAKS CA 91320 2 05/15/03 00 0416944395 05 07/01/03 0 0416944395 O 06/01/18 0 8731671 E22/G02 F 184,490.00 ZZ 180 183,821.13 1 5.375 1,495.23 95 5.125 1,495.23 MOUNT JULIET TN 37122 2 05/15/03 01 0416620425 03 07/01/03 30 0416620425 O 06/01/18 0 8731675 E22/G02 F 51,000.00 ZZ 180 50,637.07 1 5.625 420.10 38 5.375 420.10 1 WINTER HAVEN FL 33880 2 04/11/03 00 0416638336 05 06/01/03 0 0416638336 O 05/01/18 0 8731773 E22/G02 F 80,000.00 ZZ 180 79,664.22 3 6.000 675.09 80 5.750 675.09 WEST PALM BEACH FL 33405 1 05/21/03 00 0416961522 05 07/01/03 0 0416961522 N 06/01/18 0 8731913 952/G02 F 180,000.00 ZZ 180 179,367.76 1 5.750 1,494.74 42 5.500 1,494.74 FORT LEE NJ 07024 2 05/16/03 00 0435888862 06 07/01/03 0 03001846 N 06/01/18 0 8732025 883/G02 F 80,000.00 ZZ 180 79,724.91 1 6.000 675.09 42 5.750 675.09 EAST POINT GA 30344 5 05/12/03 00 0435888771 05 07/01/03 0 05021615 O 06/01/18 0 8732107 G34/G02 F 119,200.00 ZZ 180 118,772.37 1 5.500 973.96 90 5.250 973.96 LAS VEGAS NV 89113 1 05/21/03 10 0435923370 09 07/01/03 25 77301244 N 06/01/18 0 8733653 E47/G02 F 100,000.00 ZZ 180 99,637.45 1 5.375 810.47 51 5.125 810.47 MISSION VIEJO CA 92691 1 05/08/03 00 0435883061 01 07/01/03 0 7331015270 N 06/01/18 0 1 8733965 U28/G02 F 150,000.00 ZZ 180 149,478.69 1 5.875 1,255.68 46 5.625 1,255.68 ISLE OF PALMS SC 29451 2 05/15/03 00 0435893375 05 07/01/03 0 2000013989 O 06/01/18 0 8735433 N74/G02 F 322,500.00 ZZ 180 321,305.98 1 5.125 2,571.36 74 4.875 2,571.36 WINSTON SALEM NC 27106 2 05/19/03 00 0435896071 05 07/01/03 0 0032430011 O 06/01/18 0 8737189 M27/G02 F 235,700.00 ZZ 180 234,845.47 1 5.375 1,910.27 21 5.125 1,910.27 LANCASTER VA 22503 5 05/16/03 00 0435986807 05 07/01/03 0 600923745 O 06/01/18 0 8737201 M27/G02 F 145,850.00 ZZ 180 145,226.76 1 5.500 1,191.72 61 5.250 1,191.72 LAKELAND TN 38002 2 05/16/03 00 0435923214 05 07/01/03 0 5000031084 O 06/01/18 0 8737203 A52/G02 F 172,500.00 ZZ 180 171,894.10 1 5.750 1,432.46 75 5.500 1,432.46 TUCKER GA 30084 5 05/07/03 00 0435880331 05 07/01/03 0 25002 O 06/01/18 0 8737263 N74/G02 F 87,300.00 ZZ 180 86,983.49 1 1 5.375 707.54 90 5.125 707.54 RICHMOND VA 23225 5 05/19/03 10 0435891833 05 07/01/03 25 32418010 O 06/01/18 0 8737713 N74/G02 F 30,000.00 ZZ 120 29,275.24 1 4.875 316.37 50 4.625 316.37 NORTH WILKESBOR NC 28659 5 05/19/03 00 0435934146 05 06/23/03 0 0032433010 O 05/23/13 0 8737993 M07/G02 F 142,000.00 ZZ 180 141,479.74 1 5.250 1,141.51 56 5.000 1,141.51 SAN BERNARDINO CA 92404 2 05/14/03 00 0435890496 05 07/01/03 0 02303444 O 06/01/18 0 8738029 952/G02 F 120,000.00 ZZ 180 119,578.51 1 5.750 996.49 47 5.500 996.49 CLIFTON NJ 07012 5 05/20/03 00 0435954359 05 07/01/03 0 03001952 O 06/01/18 0 8739781 E22/G02 F 146,300.00 ZZ 180 145,802.28 1 6.125 1,244.46 95 5.875 1,244.46 BAKERSFIELD CA 93311 5 05/16/03 11 0416446862 05 07/01/03 25 0416446862 O 06/01/18 0 8739819 E82/G02 F 198,000.00 ZZ 180 197,326.39 1 6.125 1,684.24 88 5.875 1,684.24 ROCHESTER MI 48307 2 05/23/03 04 0400804878 05 07/01/03 12 1 0400804878 N 06/01/18 0 8739869 E82/G02 F 101,500.00 ZZ 180 101,147.25 2 5.875 849.68 75 5.625 849.68 PROVO UT 84606 2 05/21/03 00 0400819850 05 07/01/03 0 0400819850 N 06/01/18 0 8739925 E82/G02 F 93,900.00 ZZ 180 93,559.56 1 5.375 761.03 74 5.125 761.03 MIAMI FL 33184 2 05/19/03 00 0400837993 03 07/01/03 0 0400837993 O 06/01/18 0 8739927 E22/G02 F 205,000.00 TX 180 204,256.78 1 5.375 1,661.45 50 5.125 1,661.45 ARLINGTON TX 76006 5 05/19/03 00 0416981801 05 07/01/03 0 0416981801 O 06/01/18 0 8739937 E82/G02 F 69,400.00 ZZ 180 69,151.02 1 5.500 567.06 42 5.250 567.06 METAIRIE LA 70003 2 05/19/03 00 0400835435 05 07/01/03 0 0400835435 O 06/01/18 0 8739945 E82/G02 F 150,000.00 T 180 149,461.87 1 5.500 1,225.63 59 5.250 1,225.63 BRECKENRIDGE CO 80424 2 05/13/03 00 0400835682 08 07/01/03 0 0400835682 O 06/01/18 0 1 8739955 E82/G02 F 100,550.00 ZZ 180 100,193.07 1 5.625 828.26 68 5.375 828.26 EULESS TX 76039 2 05/20/03 00 0400820999 05 07/01/03 0 0400820999 O 06/01/18 0 8740209 E22/G02 F 136,400.00 ZZ 180 135,905.49 1 5.375 1,105.47 76 5.125 1,105.47 CLIMAX MI 49034 2 05/21/03 00 0417043528 05 07/01/03 0 0417043528 O 06/01/18 0 8740281 E22/G02 F 105,100.00 ZZ 180 104,722.96 2 5.500 858.75 63 5.250 858.75 KANSAS CITY MO 64118 2 05/22/03 00 0416753820 05 07/01/03 0 0416753820 N 06/01/18 0 8740289 E22/G02 F 110,000.00 ZZ 180 109,605.38 1 5.500 898.79 69 5.250 898.79 OPA LOCKA FL 33055 2 05/19/03 00 0416762615 05 07/01/03 0 0416762615 O 06/01/18 0 8740293 E22/G02 F 184,000.00 ZZ 180 183,339.90 1 5.500 1,503.43 80 5.250 1,503.43 AURORA IL 60504 5 05/19/03 00 0416773281 05 07/01/03 0 0416773281 O 06/01/18 0 8740315 E22/G02 F 85,000.00 ZZ 180 84,704.60 1 5.875 711.55 80 5.625 711.55 1 ORLANDO FL 32822 5 05/19/03 00 0416819662 05 07/01/03 0 0416819662 O 06/01/18 0 8740331 E22/G02 F 90,000.00 ZZ 180 89,687.21 1 5.875 753.41 72 5.625 753.41 IRVING TX 75063 5 05/19/03 00 0416825206 01 07/01/03 0 0416825206 O 06/01/18 0 8740355 E22/G02 F 170,000.00 ZZ 180 169,363.98 1 5.000 1,344.35 63 4.750 1,344.35 ARLINGTON HEIGH IL 60005 2 05/19/03 00 0417012879 01 07/01/03 0 0417012879 O 06/01/18 0 8740443 E22/G02 F 137,500.00 ZZ 180 137,017.04 1 5.750 1,141.81 72 5.500 1,141.81 MIAMI FL 33175 5 05/19/03 00 0416932853 05 07/01/03 0 0416932853 O 06/01/18 0 8740479 E22/G02 F 83,500.00 ZZ 180 83,197.27 1 5.375 676.74 88 5.125 676.74 CORDOVA TN 38016 2 05/23/03 04 0417078052 07 07/01/03 20 0417078052 N 06/01/18 0 8740931 T44/G02 F 106,000.00 ZZ 180 105,221.58 1 5.250 852.11 53 5.000 852.11 ELK GROVE CA 95624 2 04/25/03 00 0435908447 05 06/01/03 0 1070962 N 05/01/18 0 1 8740937 T44/G02 F 131,500.00 ZZ 180 130,534.31 1 5.250 1,057.10 51 5.000 1,057.10 RANCHO MURIETA CA 95683 2 04/25/03 00 0435915152 05 06/01/03 0 1070869 N 05/01/18 0 8740977 T44/G02 F 115,300.00 ZZ 180 114,453.29 1 5.250 926.87 61 5.000 926.87 SACRAMENTO CA 95823 2 04/25/03 00 0435915079 05 06/01/03 0 1071001 N 05/01/18 0 8741219 K15/G02 F 45,600.00 T 180 45,285.62 1 6.000 384.80 80 5.750 384.80 PEMBROKE PINES FL 33027 5 04/24/03 00 0435895297 01 06/01/03 0 009705508479 O 05/01/18 0 8741221 K15/G02 F 88,000.00 ZZ 180 87,694.17 1 5.875 736.66 80 5.625 736.66 SMALLWOOD NY 12778 5 05/15/03 00 0435885421 05 07/01/03 0 020605514055 O 06/01/18 0 8741251 K15/G02 F 162,000.00 ZZ 180 161,400.21 1 5.125 1,291.66 60 4.875 1,291.66 DOVER DE 19904 5 05/08/03 00 0435895461 05 07/01/03 0 013905515664 O 06/01/18 0 8741429 U28/G02 F 301,000.00 ZZ 180 299,908.73 1 1 5.375 2,439.50 43 5.125 2,439.50 HIAWASSEE GA 30546 2 05/19/03 00 0435904578 05 07/01/03 0 2000016133 O 06/01/18 0 8741493 P29/G02 F 180,000.00 ZZ 180 179,361.03 1 5.625 1,482.72 79 5.375 1,482.72 BLAINE MN 55434 5 05/21/03 00 0435900642 05 07/01/03 0 11913370 O 06/01/18 0 8741593 P09/G02 F 60,300.00 ZZ 180 60,092.65 1 6.000 508.85 76 5.750 508.85 BALTIMORE MD 21215 2 05/22/03 00 0435978622 02 07/01/03 0 03020163 O 06/01/18 0 8741663 L76/G02 F 95,200.00 ZZ 180 94,851.21 1 5.250 765.29 80 5.000 765.29 DODGE CENTER MN 55927 5 05/22/03 00 0435912266 05 07/01/03 0 9507767 O 06/01/18 0 8741779 W68/G02 F 70,000.00 ZZ 180 69,764.38 1 6.250 600.20 77 6.000 600.20 ARLINGTON TX 76001 5 05/07/03 00 0435937628 05 07/01/03 0 3032434 O 06/01/18 0 8741817 L76/G02 F 158,950.00 ZZ 180 158,373.73 1 5.375 1,288.23 85 5.125 1,288.23 MINNEAPOLIS MN 55406 5 05/20/03 11 0435906656 05 07/01/03 25 1 9507246 O 06/01/18 0 8741865 K15/G02 F 104,100.00 ZZ 180 103,742.05 1 6.000 878.45 85 5.750 878.45 GULF BREEZE FL 32563 5 05/07/03 41 0435884895 05 07/01/03 6 009305509207 O 06/01/18 0 8741983 G27/G02 F 100,000.00 ZZ 180 99,437.45 1 5.375 810.47 29 5.125 810.47 OCEANSIDE CA 92054 5 05/15/03 00 0435909684 03 07/01/03 0 70203059 O 06/01/18 0 8742537 E22/G02 F 60,500.00 TX 180 60,270.99 1 5.375 490.33 64 5.125 490.33 GALVESTON TX 77554 5 05/21/03 00 0416727253 05 07/01/03 0 0416727253 O 06/01/18 0 8742771 E22/G02 F 135,000.00 ZZ 180 134,510.56 1 5.375 1,094.13 56 5.125 1,094.13 LA (VAN NUYS) CA 91406 2 05/12/03 00 0417014768 05 07/01/03 0 0417014768 N 06/01/18 0 8742789 E22/G02 F 210,000.00 ZZ 180 209,246.62 1 5.500 1,715.88 49 5.250 1,715.88 DALY CITY CA 94014 5 05/15/03 00 0417070661 07 07/01/03 0 0417070661 O 06/01/18 0 1 8743037 E22/G02 F 138,000.00 ZZ 180 137,478.30 1 4.875 1,082.33 45 4.625 1,082.33 VAN NUYS (LA) CA 91405 2 05/19/03 00 0416981777 05 07/01/03 0 0416981777 O 06/01/18 0 8743043 E22/G02 F 62,000.00 ZZ 180 61,775.22 1 5.375 502.49 90 5.125 502.49 LAWTON OK 73505 2 05/21/03 01 0416985489 05 07/01/03 35 0416985489 O 06/01/18 0 8743085 E22/G02 F 178,000.00 ZZ 180 177,347.85 2 5.250 1,430.90 62 5.000 1,430.90 NORTH HOLLYWOOD CA 91601 5 05/19/03 00 0417027836 05 07/01/03 0 0417027836 O 06/01/18 0 8745295 624/G02 F 140,000.00 ZZ 180 139,487.07 1 5.250 1,125.43 80 5.000 1,125.43 GRAND JUNCTION CO 81506 5 05/15/03 00 0435896436 05 07/01/03 0 1000030341 O 06/01/18 0 8745305 T44/G02 F 133,000.00 ZZ 180 132,537.78 1 5.875 1,113.37 95 5.625 1,113.37 NASHVILLE TN 37217 5 05/13/03 01 0435930961 05 07/01/03 25 1071935 O 06/01/18 0 8745413 Q30/G02 F 109,787.00 ZZ 180 108,989.14 1 5.375 889.79 90 5.125 889.79 1 WOONSOCKET RI 02895 5 05/01/03 04 0435908652 05 06/01/03 12 21022033 O 05/01/18 0 8745459 X51/G02 F 336,000.00 ZZ 180 334,794.60 1 5.500 2,745.40 80 5.250 2,745.40 GRANITE BAY CA 95746 5 05/13/03 00 0435929518 05 07/01/03 0 0030407012 O 06/01/18 0 8745853 E22/G02 F 116,000.00 ZZ 180 115,575.00 1 5.250 932.50 43 5.000 932.50 BARTLETT IL 60103 5 05/22/03 00 0417088119 05 07/01/03 0 0417088119 O 06/01/18 0 8745867 E22/G02 F 66,500.00 ZZ 180 66,258.90 1 5.375 538.96 48 5.125 538.96 FRESNO CA 93722 2 05/19/03 00 0417100179 05 07/01/03 0 0417100179 N 06/01/18 0 8746111 E22/G02 F 85,400.00 ZZ 180 85,043.63 1 5.500 697.79 89 5.250 697.79 CAMPBELLSVILLE KY 42718 5 05/22/03 10 0416901957 05 07/01/03 25 0416901957 O 06/01/18 0 8746179 E82/G02 F 87,000.00 ZZ 180 86,691.16 1 5.625 716.65 44 5.375 716.65 MIAMI FL 33157 2 05/22/03 00 0400819868 05 07/01/03 0 0400819868 O 06/01/18 0 1 8746185 E22/G02 F 200,000.00 ZZ 180 199,282.50 1 5.500 1,634.17 62 5.250 1,634.17 MIDDLESEX NJ 08846 5 05/22/03 00 0416958262 05 07/01/03 0 0416958262 O 06/01/18 0 8746197 E82/G02 F 112,500.00 ZZ 180 112,092.14 1 5.375 911.77 46 5.125 911.77 BOULDER CO 80301 2 05/23/03 00 0400829198 03 07/01/03 0 0400829198 O 06/01/18 0 8746229 E22/G02 F 137,000.00 ZZ 180 136,503.31 1 5.375 1,110.34 80 5.125 1,110.34 CUCHARA CO 81055 5 05/19/03 00 0416976009 05 07/01/03 0 0416976009 O 06/01/18 0 8746253 E82/G02 F 82,800.00 ZZ 180 82,499.81 1 5.375 671.07 40 5.125 671.07 HAWTHORNE CA 90250 2 05/22/03 00 0400822813 05 07/01/03 0 0400822813 O 06/01/18 0 8746287 E82/G02 F 137,000.00 ZZ 180 136,523.88 1 5.875 1,146.85 37 5.625 1,146.85 SANTA ROSA CA 95404 2 05/22/03 00 0400821989 05 07/01/03 0 0400821989 O 06/01/18 0 8746339 E22/G02 F 137,000.00 ZZ 180 136,492.77 1 1 5.125 1,092.33 30 4.875 1,092.33 SAN FRANCISCO CA 94116 2 05/16/03 00 0417022191 05 07/01/03 0 0417022191 O 06/01/18 0 8746401 E22/G02 F 215,920.00 ZZ 180 215,137.18 1 5.375 1,749.96 80 5.125 1,749.96 FREDERICK MD 21702 1 05/28/03 00 0417056041 05 07/01/03 0 0417056041 O 06/01/18 0 8746403 E82/G02 F 153,250.00 ZZ 180 152,705.99 3 5.625 1,262.37 42 5.375 1,262.37 MONROVIA CA 91016 2 05/20/03 00 0400821336 05 07/01/03 0 0400821336 O 06/01/18 0 8746411 E82/G02 F 73,900.00 ZZ 180 73,643.17 1 5.875 618.63 57 5.625 618.63 PORTLAND OR 97215 2 05/29/03 00 0400834248 05 07/01/03 0 0400834248 N 06/01/18 0 8746423 E82/G02 F 90,400.00 ZZ 180 90,072.26 1 5.375 732.66 47 5.125 732.66 CUMBERLAND RI 02864 2 05/23/03 00 0400834420 05 07/01/03 0 0400834420 O 06/01/18 0 8746427 E82/G02 F 54,400.00 ZZ 180 54,202.78 1 5.375 440.89 80 5.125 440.89 ORLANDO FL 32818 2 05/21/03 00 0400836284 05 07/01/03 0 1 0400836284 O 06/01/18 0 8746437 E82/G02 F 384,800.00 ZZ 180 383,448.41 1 5.750 3,195.42 69 5.500 3,195.42 GRANADA HILLS CA 91344 5 05/22/03 00 0400820106 05 07/01/03 0 0400820106 O 06/01/18 0 8746445 E82/G02 F 108,000.00 ZZ 180 107,608.45 1 5.375 875.30 95 5.125 875.30 BELLEVILLE IL 62223 2 05/23/03 10 0400839106 05 07/01/03 25 0400839106 O 06/01/18 0 8746453 E82/G02 F 103,200.00 ZZ 180 102,825.85 1 5.375 836.40 78 5.125 836.40 WARREN MI 48093 2 05/22/03 00 0400832226 05 07/01/03 0 0400832226 O 06/01/18 0 8746473 E82/G02 F 135,300.00 ZZ 180 134,649.21 4 5.500 1,105.51 47 5.250 1,105.51 MONTCLAIR CA 91763 2 05/20/03 00 0400833497 05 07/01/03 0 0400833497 O 06/01/18 0 8746665 W02/G02 F 57,000.00 ZZ 180 56,801.90 1 5.875 477.16 55 5.625 477.16 CLERMONT FL 34711 5 05/16/03 00 0435921200 05 07/01/03 0 1002341400 O 06/01/18 0 1 8746669 455/G02 F 115,000.00 ZZ 180 114,596.06 1 5.750 954.98 55 5.500 954.98 DECATUR GA 30034 5 05/16/03 00 0435891841 03 07/01/03 0 10007363 O 06/01/18 0 8747205 Y23/G02 F 150,000.00 TX 180 149,456.18 1 5.375 1,215.70 79 5.125 1,215.70 ROWLETT TX 75089 5 05/20/03 00 0436027825 05 07/01/03 0 1000224243 O 06/01/18 0 8747253 S11/G02 F 143,500.00 ZZ 180 143,001.28 1 5.875 1,201.27 39 5.625 1,201.27 LA VERNE CA 91750 2 05/15/03 00 0435921614 05 07/01/03 0 10211757 N 06/01/18 0 8747257 Y23/G02 F 164,000.00 TX 180 163,411.65 1 5.500 1,340.02 80 5.250 1,340.02 DICKINSON TX 77539 5 05/23/03 00 0436020655 05 07/01/03 0 1000211640 O 06/01/18 0 8747517 X67/G02 F 365,000.00 ZZ 180 363,648.63 1 5.125 2,910.22 64 4.875 2,910.22 WEST COVINA CA 91791 1 05/07/03 00 0435921390 05 07/01/03 0 00286439 O 06/01/18 0 8747545 X67/G02 F 260,000.00 ZZ 180 259,057.37 1 5.375 2,107.21 65 5.125 2,107.21 1 SIMI VALLEY CA 93063 5 05/13/03 00 0435922349 05 07/01/03 0 00286470 O 06/01/18 0 8747579 144/144 F 175,000.00 ZZ 120 171,693.50 1 5.500 1,899.21 50 5.250 1,899.21 NEW PALTZ NY 12561 5 04/01/03 00 1 05 05/01/03 0 1 O 04/01/13 0 8747581 K15/G02 F 224,000.00 ZZ 180 223,179.31 1 5.250 1,800.69 78 5.000 1,800.69 BRENTWOOD NY 11717 5 05/19/03 00 0435913066 05 07/01/03 0 011205514632 O 06/01/18 0 8748017 N47/G02 F 135,000.00 ZZ 180 134,505.40 1 5.250 1,085.23 32 5.000 1,085.23 SAN DIEGO CA 92119 2 05/19/03 00 0435925102 05 07/01/03 0 30505022 O 06/01/18 0 8748175 W68/G02 F 248,000.00 ZZ 180 247,119.65 1 5.625 2,042.85 56 5.375 2,042.85 PARKLAND FL 33076 5 05/07/03 00 0435922950 03 07/01/03 0 3042334 O 06/01/18 0 8748183 W68/G02 F 42,000.00 ZZ 180 41,857.12 1 6.125 357.26 67 5.875 357.26 DELTONA FL 32725 5 05/21/03 00 0435921820 05 07/01/03 0 3040392 N 06/01/18 0 1 8748469 369/G02 F 650,000.00 ZZ 180 636,279.15 1 5.875 5,441.27 76 5.625 5,441.27 LEBANON TN 37087 2 12/19/02 00 0435961495 05 02/01/03 0 0074754805 O 01/01/18 0 8748507 Q87/G02 F 20,000.00 ZZ 120 19,748.66 1 5.500 217.05 13 5.250 217.05 ORANGE BEACH AL 36561 5 05/14/03 00 0435917240 01 06/19/03 0 HUJA05 O 05/19/13 0 8748555 E22/G02 F 125,000.00 ZZ 180 124,551.57 1 5.500 1,021.35 41 5.250 1,021.35 YUBA CITY CA 95993 2 05/19/03 00 0417000445 05 07/01/03 0 0417000445 O 06/01/18 0 8748557 E22/G02 F 69,500.00 ZZ 180 69,258.46 1 5.875 581.80 68 5.625 581.80 ARLINGTON TX 76016 2 05/29/03 00 0417001245 05 07/01/03 0 0417001245 N 06/01/18 0 8748617 E22/G02 F 148,800.00 ZZ 180 148,271.79 1 5.625 1,225.71 80 5.375 1,225.71 HOUSTON TX 77059 5 05/22/03 00 0416915395 03 07/01/03 0 0416915395 O 06/01/18 0 8748635 E22/G02 F 175,000.00 ZZ 180 174,352.09 1 1 5.125 1,395.31 63 4.875 1,395.31 COEUR D ALENE ID 83814 5 05/12/03 00 0417170750 05 07/01/03 0 0417170750 O 06/01/18 0 8748645 E22/G02 F 245,000.00 ZZ 180 244,102.38 1 5.250 1,969.50 53 5.000 1,969.50 SAN LEANDRO CA 94578 1 05/13/03 00 0417174570 05 07/01/03 0 0417174570 O 06/01/18 0 8748747 E22/G02 F 220,000.00 ZZ 180 219,202.40 1 5.375 1,783.02 79 5.125 1,783.02 CHINO CA 91710 5 05/19/03 00 0416955367 05 07/01/03 0 0416955367 O 06/01/18 0 8748779 E22/G02 F 395,000.00 ZZ 180 393,582.94 1 5.500 3,227.48 56 5.250 3,227.48 EAST QUOGUE NY 11942 5 05/23/03 00 0416460491 05 07/01/03 0 0416460491 O 06/01/18 0 8748783 E22/G02 F 166,000.00 ZZ 180 165,410.74 1 5.625 1,367.39 54 5.375 1,367.39 IRVINE CA 92612 5 05/13/03 00 0416494466 01 07/01/03 0 0416494466 O 06/01/18 0 8748785 E22/G02 F 75,680.00 TX 120 75,202.33 1 5.375 816.65 80 5.125 816.65 LULING TX 78648 5 05/21/03 00 0416619229 05 07/01/03 0 1 0416619229 O 06/01/13 0 8749007 B23/G02 F 133,000.00 ZZ 180 132,537.78 2 5.875 1,113.37 58 5.625 1,113.37 LOS ANGELES CA 90023 5 05/13/03 00 0435936216 05 07/01/03 0 80000599 O 06/01/18 0 8749051 W35/G02 F 60,500.00 ZZ 180 60,060.34 1 5.375 490.33 49 5.125 490.33 APOPKA FL 32712 5 05/06/03 00 0435922075 05 06/12/03 0 19001 O 05/12/18 0 8749135 W35/G02 F 125,500.00 ZZ 180 125,030.47 1 5.000 992.45 40 4.750 992.45 EAST FALMOUTH MA 02536 5 05/09/03 00 0435920103 05 07/01/03 0 19897 O 06/01/18 0 8749137 E22/G02 F 131,200.00 ZZ 180 130,724.34 1 5.375 1,063.33 80 5.125 1,063.33 COLORADO SPRING CO 80911 5 05/23/03 00 0416857902 05 07/01/03 0 0416857902 O 06/01/18 0 8749169 E22/G02 F 81,000.00 ZZ 180 80,703.24 1 5.250 651.14 90 5.000 651.14 HOUSTON TX 77053 2 05/23/03 04 0416872810 03 07/01/03 25 0416872810 O 06/01/18 0 1 8749193 E22/G02 F 79,000.00 ZZ 180 78,716.58 1 5.500 645.50 79 5.250 645.50 ORLANDO FL 32807 5 05/23/03 00 0416878957 05 07/01/03 0 0416878957 O 06/01/18 0 8749331 E22/G02 F 368,100.00 TX 180 366,807.07 1 5.750 3,056.74 75 5.500 3,056.74 DALLAS TX 75287 5 05/23/03 00 0417014271 05 07/01/03 0 0417014271 O 06/01/18 0 8749357 E22/G02 F 250,000.00 ZZ 180 249,084.06 1 5.250 2,009.69 54 5.000 2,009.69 IRVING TX 75063 5 05/23/03 00 0417032562 03 07/01/03 0 0417032562 O 06/01/18 0 8749435 X78/G02 F 51,000.00 ZZ 180 50,809.20 1 5.000 403.30 42 4.750 403.30 ACWORTH GA 30102 2 05/29/03 00 0435910179 05 07/01/03 0 990435 N 06/01/18 0 8749457 E22/G02 F 187,000.00 ZZ 180 186,350.11 1 5.875 1,565.41 75 5.625 1,565.41 BAKERSFIELD CA 93312 5 05/20/03 00 0416681427 05 07/01/03 0 0416681427 O 06/01/18 0 8749493 E22/G02 F 640,000.00 ZZ 180 637,679.69 1 5.375 5,186.98 78 5.125 5,186.98 1 SCOTTSDALE AZ 85250 2 05/12/03 00 0417080793 05 07/01/03 0 0417080793 O 06/01/18 0 8749547 E22/G02 F 136,800.00 ZZ 180 136,314.39 1 5.625 1,126.86 90 5.375 1,126.86 PALATINE IL 60074 5 05/23/03 04 0417151776 01 07/01/03 25 0417151776 O 06/01/18 0 8749601 E22/G02 F 180,000.00 ZZ 180 179,347.41 1 5.375 1,458.84 80 5.125 1,458.84 HOUSTON TX 77088 5 05/20/03 00 0416728772 03 07/01/03 0 0416728772 O 06/01/18 0 8749617 E22/G02 F 99,000.00 ZZ 180 98,655.94 1 5.875 828.75 90 5.625 828.75 GRACEVILLE FL 32440 5 05/22/03 10 0416748036 05 07/01/03 25 0416748036 O 06/01/18 0 8749647 Q87/G02 F 70,400.00 ZZ 180 69,893.72 1 5.500 575.23 78 5.250 575.23 MOBILE AL 36693 5 05/07/03 00 0435920582 05 06/12/03 0 HUDI01 O 05/12/18 0 8749655 E22/G02 F 322,500.00 ZZ 180 320,918.43 1 5.250 2,592.51 68 5.000 2,592.51 DANA POINT CA 92624 2 05/21/03 00 0417107307 05 07/01/03 0 0417107307 O 06/01/18 0 1 8749691 E22/G02 F 259,650.00 ZZ 180 258,747.62 1 5.875 2,173.58 90 5.625 2,173.58 MEMPHIS TN 38104 5 05/23/03 04 0417117546 05 07/01/03 12 0417117546 O 06/01/18 0 8749701 E22/G02 F 230,000.00 ZZ 180 229,166.14 1 5.375 1,864.07 79 5.125 1,864.07 TROY MI 48085 1 05/29/03 00 0417126794 05 07/01/03 0 0417126794 O 06/01/18 0 8749995 W02/G02 F 58,050.00 ZZ 180 57,441.79 1 5.875 485.95 90 5.625 485.95 JACKSONVILLE FL 32219 5 03/21/03 14 0435966908 05 05/01/03 12 1002116902 O 04/01/18 0 8750097 U05/G02 F 434,400.00 TX 180 432,857.96 1 5.625 3,578.29 80 5.375 3,578.29 SUGAR LAND TX 77479 2 05/15/03 00 0435922893 03 07/01/03 0 3338249 O 06/01/18 0 8750103 W39/G02 F 112,000.00 ZZ 180 111,618.97 2 6.125 952.70 80 5.875 952.70 FORT MYERS BEAC FL 33931 1 05/30/03 00 0435930995 05 07/01/03 0 LA031179 N 06/01/18 0 8751903 X89/G02 F 408,000.00 ZZ 180 406,473.56 1 1 5.000 3,226.44 74 4.750 3,226.44 COLUMBIA MD 21045 5 05/22/03 00 0435913132 05 07/01/03 0 2001904 O 06/01/18 0 8751943 W45/G02 F 156,600.00 ZZ 180 155,437.95 1 5.125 1,248.60 90 4.875 1,248.60 PALM HARBOR FL 34683 5 05/20/03 14 0435936042 05 07/01/03 12 0303202069 O 06/01/18 0 8752093 E47/G02 F 265,000.00 ZZ 180 264,018.87 1 5.125 2,112.90 44 4.875 2,112.90 TREASURE ISLAND FL 33706 5 05/14/03 00 0435916945 05 07/01/03 0 7361014189 O 06/01/18 0 8752225 Q87/G02 F 57,675.00 ZZ 180 57,468.09 1 5.500 471.25 77 5.250 471.25 BIRMINGHAM AL 35221 2 05/21/03 00 0435930706 05 07/01/03 0 WISH02 O 06/01/18 0 8752231 F36/G02 F 560,000.00 ZZ 180 557,508.33 1 5.375 4,538.61 80 5.125 4,538.61 LAKEWOOD WA 98499 5 05/13/03 00 0435928015 05 07/01/03 0 06505973 O 06/01/18 0 8752249 Q87/G02 F 117,000.00 ZZ 180 116,158.60 1 5.500 955.99 80 5.250 955.99 ELBERTA AL 36530 5 05/15/03 00 0435938303 05 06/20/03 0 1 DAWI03 O 05/20/18 0 8752257 T63/G02 F 218,500.00 ZZ 180 217,707.83 1 5.375 1,770.87 88 5.125 1,770.87 DES PLAINES IL 60016 5 05/22/03 11 0435944087 05 07/01/03 20 11402339 O 06/01/18 0 8752329 P09/G02 F 91,000.00 ZZ 180 90,668.83 1 5.330 735.36 75 5.080 735.36 MIDLOTHIAN VA 23112 2 05/21/03 00 0435933759 05 07/01/03 0 3002260178 O 06/01/18 0 8752333 U05/G02 F 252,100.00 TX 180 251,205.09 1 5.625 2,076.63 45 5.375 2,076.63 HOUSTON TX 77024 5 05/23/03 00 0435898218 03 07/01/03 0 3349594 O 06/01/18 0 8752341 Q14/G02 F 107,500.00 ZZ 180 107,110.26 1 5.375 871.25 42 5.125 871.25 BATES CITY MO 64011 2 05/23/03 00 0435900600 05 07/01/03 0 0000312579 O 06/01/18 0 8752383 952/G02 F 184,000.00 ZZ 180 183,332.91 2 5.375 1,491.26 58 5.125 1,491.26 BROOKLYN NY 11213 5 05/27/03 00 0435967344 05 07/01/03 0 03002676 O 06/01/18 0 1 8752389 M27/G02 F 121,000.00 ZZ 180 120,565.91 4 5.500 988.67 40 5.250 988.67 RICHMOND VA 23221 2 05/29/03 00 0435935283 05 07/01/03 0 600940234 N 06/01/18 0 8752457 420/G02 F 150,000.00 ZZ 180 149,456.18 1 5.375 1,215.70 67 5.125 1,215.70 UKIAH CA 95482 2 05/15/03 00 0435913041 05 07/01/03 0 73002025 N 06/01/18 0 8752477 N47/G02 F 200,000.00 ZZ 180 199,259.53 1 5.125 1,594.64 50 4.875 1,594.64 SAN LEANDRO CA 94577 5 05/15/03 00 0435921846 05 07/01/03 0 20505449 O 06/01/18 0 8752501 M96/G02 F 517,500.00 ZZ 180 515,623.81 1 5.375 4,194.16 75 5.125 4,194.16 SPRING LAKE MI 49456 5 05/21/03 00 0435997846 05 07/01/03 0 200303171 O 06/01/18 0 8752513 P09/G02 F 135,000.00 ZZ 120 134,124.79 1 4.875 1,423.65 55 4.625 1,423.65 CENTREVILLE VA 20120 5 05/23/03 00 0435933833 09 07/01/03 0 SHERGILL O 06/01/13 0 8752601 X52/G02 F 400,000.00 ZZ 180 398,595.03 1 5.750 3,321.64 75 5.500 3,321.64 1 KEY WEST FL 33040 1 05/30/03 00 0435975750 09 07/01/03 0 108285101 N 06/01/18 0 8753117 E82/G02 F 129,200.00 ZZ 180 129,200.00 1 5.500 1,055.67 29 5.250 1,055.67 HALESITE NY 11743 2 05/27/03 00 0400773800 05 08/01/03 0 0400773800 O 07/01/18 0 8753123 E82/G02 F 301,600.00 ZZ 180 300,562.93 2 6.000 2,545.07 58 5.750 2,545.07 BROOKLYN NY 11238 5 05/28/03 00 0400777629 05 07/01/03 0 0400777629 O 06/01/18 0 8753133 E82/G02 F 100,000.00 ZZ 180 100,000.00 1 5.250 803.88 31 5.000 803.88 CHARLOTTESVILLE VA 22901 2 05/27/03 00 0400831871 05 08/01/03 0 0400831871 O 07/01/18 0 8753151 E22/G02 F 116,000.00 ZZ 180 115,566.01 1 5.000 917.32 52 4.750 917.32 PASADENA CA 91104 2 05/21/03 00 0417161726 05 07/01/03 0 0417161726 O 06/01/18 0 8753303 E22/G02 F 23,120.00 ZZ 180 23,039.65 1 5.875 193.54 80 5.625 193.54 ROCKY FORD CO 81067 1 05/30/03 00 0416962330 05 07/01/03 0 0416962330 O 06/01/18 0 1 8753305 E22/G02 F 100,000.00 ZZ 180 99,637.45 4 5.375 810.47 80 5.125 810.47 LOUISVILLE KY 40203 1 05/30/03 00 0416921492 05 07/01/03 0 0416921492 N 06/01/18 0 8753327 E22/G02 F 152,000.00 ZZ 180 151,454.70 1 5.500 1,241.97 80 5.250 1,241.97 MESA AZ 85208 5 05/23/03 00 0417113073 05 07/01/03 0 0417113073 O 06/01/18 0 8753359 E22/G02 F 107,000.00 ZZ 180 106,616.14 1 5.500 874.28 72 5.250 874.28 TUCSON AZ 85712 2 05/22/03 00 0417128964 05 07/01/03 0 0417128964 O 06/01/18 0 8753361 E22/G02 F 151,000.00 ZZ 180 150,452.55 1 5.375 1,223.80 69 5.125 1,223.80 CANTON MI 48188 2 05/23/03 00 0415899053 05 07/01/03 0 0415899053 O 06/01/18 0 8753369 E22/G02 F 60,000.00 ZZ 180 59,798.05 1 6.250 514.45 80 6.000 514.45 IDAHO FALLS ID 83404 5 05/27/03 00 0416439255 05 07/01/03 0 0416439255 N 06/01/18 0 8753375 E22/G02 F 54,750.00 ZZ 180 54,561.74 1 1 6.000 462.01 75 5.750 462.01 MARICOPA AZ 85239 5 05/08/03 00 0416521680 05 07/01/03 0 0416521680 N 06/01/18 0 8753389 E22/G02 F 200,000.00 ZZ 180 199,282.50 1 5.500 1,634.17 32 5.250 1,634.17 BELMONT CA 94002 5 05/14/03 00 0416634020 05 07/01/03 0 0416634020 N 06/01/18 0 8753431 E22/G02 F 265,000.00 ZZ 180 264,029.10 1 5.250 2,130.28 49 5.000 2,130.28 SAN DIEGO CA 92102 5 05/19/03 00 0416650760 05 07/01/03 0 0416650760 O 06/01/18 0 8753491 E22/G02 F 77,000.00 ZZ 180 76,729.54 1 5.750 639.42 85 5.500 639.42 PARLIER CA 93648 2 05/21/03 04 0416974319 05 07/01/03 25 0416974319 O 06/01/18 0 8753645 E22/G02 F 55,500.00 ZZ 180 55,302.99 1 5.625 457.17 61 5.375 457.17 FRESNO CA 93705 5 05/19/03 00 0417106606 05 07/01/03 0 0417106606 N 06/01/18 0 8753649 E22/G02 F 162,000.00 ZZ 180 161,436.99 1 5.875 1,356.13 90 5.625 1,356.13 HOUSTON TX 77057 1 05/30/03 04 0417108750 01 07/01/03 25 1 0417108750 N 06/01/18 0 8753661 E22/G02 F 155,000.00 ZZ 180 154,443.94 1 5.500 1,266.48 39 5.250 1,266.48 MONTEBELLO CA 90640 5 05/15/03 00 0417133964 05 07/01/03 0 0417133964 O 06/01/18 0 8753685 E22/G02 F 134,400.00 ZZ 180 133,922.90 1 5.625 1,107.10 80 5.375 1,107.10 HOUSTON TX 77084 1 05/30/03 00 0417145182 03 07/01/03 0 0417145182 O 06/01/18 0 8753719 E22/G02 F 238,200.00 ZZ 180 237,345.46 1 5.500 1,946.29 75 5.250 1,946.29 GARLAND TX 75043 2 05/30/03 00 0417200946 03 07/01/03 0 0417200946 N 06/01/18 0 8754319 225/G02 F 342,000.00 ZZ 180 339,740.52 1 6.500 2,979.19 68 6.250 2,979.19 YORKTOWN VA 23693 5 04/18/03 00 0435895933 05 06/01/03 0 006879212 O 05/01/18 0 8754459 369/G02 F 149,250.00 ZZ 180 148,165.37 1 5.375 1,209.62 83 5.125 1,209.62 OKMULGEE OK 74447 2 05/01/03 01 0435946322 05 06/01/03 25 0075558510 O 05/01/18 0 1 8754465 369/G02 F 301,600.00 ZZ 180 299,542.62 4 6.125 2,565.49 80 5.875 2,565.49 HAVERHILL MA 01830 1 04/10/03 00 0435949532 05 06/01/03 0 29814775 N 05/01/18 0 8754607 P44/G02 F 184,000.00 ZZ 180 183,332.91 1 5.375 1,491.26 53 5.125 1,491.26 NAPLES FL 34108 5 05/21/03 00 0435913827 03 07/01/03 0 382389756 O 06/01/18 0 8754681 U05/G02 F 560,000.00 ZZ 180 557,969.72 1 5.375 4,538.61 80 5.125 4,538.61 BREA CA 92823 5 05/22/03 00 0435929351 05 07/01/03 0 3348807 O 06/01/18 0 8754955 K15/G02 F 141,500.00 ZZ 180 140,981.57 1 5.250 1,137.49 79 5.000 1,137.49 GARDNER MA 01440 5 05/16/03 00 0435914239 05 07/01/03 0 029805508991 O 06/01/18 0 8755061 F25/G02 F 435,000.00 ZZ 180 433,439.44 1 5.500 3,554.31 60 5.250 3,554.31 ROCKVILLE CENTR NY 11570 5 05/28/03 00 0436017602 05 07/01/03 0 0713767 O 06/01/18 0 8755103 E47/G02 F 115,000.00 ZZ 180 114,591.77 1 5.625 947.29 100 5.375 947.29 1 CALUMET CITY IL 60409 2 05/17/03 11 0435955273 08 07/01/03 35 7360516551 O 06/01/18 0 8755107 X71/G02 F 195,000.00 ZZ 180 194,278.04 1 5.125 1,554.77 76 4.875 1,554.77 BRISTOL CT 06010 1 05/30/03 00 0435960091 05 07/01/03 0 8063138 O 06/01/18 0 8755133 X71/G02 F 137,000.00 ZZ 180 135,943.33 1 4.875 1,074.49 25 4.625 1,074.49 FRANKLIN MA 02038 2 05/30/03 00 0435960299 05 08/01/03 0 8049060 O 07/01/18 0 8755577 624/G02 F 172,500.00 ZZ 180 171,868.00 1 5.250 1,386.69 66 5.000 1,386.69 LOMPOC CA 93436 2 05/21/03 00 0435924113 05 07/01/03 0 1000032851 O 06/01/18 0 8755581 X51/G02 F 300,000.00 ZZ 180 298,877.62 1 5.000 2,372.38 79 4.750 2,372.38 PLACENTIA CA 92870 5 05/21/03 00 0435929104 05 07/01/03 0 0030428005 O 06/01/18 0 8755699 T44/G02 F 55,000.00 T 180 54,808.85 1 5.875 460.42 42 5.625 460.42 NEWBERRY SPRING CA 92365 5 05/05/03 00 0435909023 05 07/01/03 0 1066282 O 06/01/18 0 1 8755711 M27/G02 F 174,150.00 ZZ 180 173,525.24 1 5.500 1,422.95 89 5.250 1,422.95 FRANKLIN TN 37064 2 05/23/03 11 0435940416 03 07/01/03 12 5000108100 O 06/01/18 0 8755933 M24/G02 F 83,000.00 ZZ 180 82,692.70 1 5.125 661.78 79 4.875 661.78 RIO RICO AZ 85648 5 05/15/03 00 0435972104 05 07/01/03 0 201107997 O 06/01/18 0 8756101 L76/G02 F 112,000.00 ZZ 180 111,576.59 1 4.875 878.41 43 4.625 878.41 OWATONNA MN 55060 2 05/29/03 00 0435949177 05 07/03/03 0 9507792 O 06/03/18 0 8756623 E22/G02 F 287,000.00 ZZ 180 285,785.52 2 5.375 2,326.04 74 5.125 2,326.04 CHICAGO IL 60659 2 05/27/03 00 0417148517 05 07/01/03 0 0417148517 O 06/01/18 0 8756631 E22/G02 F 140,000.00 ZZ 180 139,497.75 1 5.500 1,143.92 77 5.250 1,143.92 BEALETON VA 22712 5 05/28/03 00 0417154135 05 07/01/03 0 0417154135 O 06/01/18 0 8756647 E22/G02 F 129,750.00 TX 180 129,174.63 1 1 5.250 1,043.03 77 5.000 1,043.03 ROCKWALL TX 75032 5 05/27/03 00 0417170644 05 07/01/03 0 0417170644 O 06/01/18 0 8756829 E22/G02 F 149,000.00 ZZ 180 148,487.65 1 6.000 1,257.35 64 5.750 1,257.35 NEW BRUNSWICK NJ 08901 5 05/27/03 00 0416331882 05 07/01/03 0 0416331882 O 06/01/18 0 8756853 E22/G02 F 186,000.00 ZZ 180 186,000.00 1 5.375 1,507.47 31 5.125 1,507.47 SAN FRANCISCO CA 94116 2 05/27/03 00 0417130705 07 08/01/03 0 0417130705 O 07/01/18 0 8756865 E22/G02 F 245,000.00 ZZ 180 244,121.07 1 5.500 2,001.85 62 5.250 2,001.85 MANTUA TWP. NJ 08080 5 05/28/03 00 0417140241 05 07/01/03 0 0417140241 O 06/01/18 0 8756869 E22/G02 F 212,850.00 ZZ 180 212,850.00 1 5.250 1,711.05 80 5.000 1,711.05 BANGOR PA 18013 5 05/27/03 00 0416469229 05 08/01/03 0 0416469229 O 07/01/18 0 8756873 E22/G02 F 185,000.00 ZZ 180 184,322.21 1 5.250 1,487.17 30 5.000 1,487.17 SAN JOSE CA 95148 2 05/16/03 00 0416504132 05 07/01/03 0 1 0416504132 O 06/01/18 0 8756885 E22/G02 F 488,000.00 ZZ 180 486,212.08 1 5.250 3,922.92 77 5.000 3,922.92 WASHINGTON MI 48094 2 05/27/03 00 0416614576 05 07/01/03 0 0416614576 O 06/01/18 0 8756913 E22/G02 F 129,500.00 ZZ 180 129,054.71 2 6.000 1,092.79 69 5.750 1,092.79 ESSEX JUNCTION VT 05452 5 06/02/03 00 0416869188 05 07/01/03 0 0416869188 N 06/01/18 0 8756933 E22/G02 F 380,000.00 ZZ 180 378,651.07 1 5.625 3,130.18 79 5.375 3,130.18 IRVING TX 75038 5 05/23/03 00 0416928737 03 07/01/03 0 0416928737 O 06/01/18 0 8756981 E22/G02 F 360,000.00 ZZ 180 358,722.07 1 5.625 2,965.43 80 5.375 2,965.43 BAY CITY MI 48708 2 05/28/03 00 0416963247 05 07/01/03 0 0416963247 O 06/01/18 0 8756987 E22/G02 F 100,000.00 ZZ 180 99,652.46 3 5.875 837.12 11 5.625 837.12 SAN FRANCISCO CA 94117 5 05/22/03 00 0417179132 05 07/01/03 0 0417179132 N 06/01/18 0 1 8757031 E22/G02 F 222,000.00 ZZ 180 221,186.64 1 5.250 1,784.61 50 5.000 1,784.61 EL CERRITO CA 94530 5 05/14/03 00 0417012671 05 07/01/03 0 0417012671 O 06/01/18 0 8757035 E22/G02 F 104,000.00 ZZ 180 103,622.95 1 5.375 842.88 58 5.125 842.88 BALLWIN MO 63021 5 05/27/03 00 0417024668 03 07/01/03 0 0417024668 O 06/01/18 0 8757055 E22/G02 F 220,000.00 ZZ 180 219,193.97 1 5.250 1,768.53 70 5.000 1,768.53 SAN PABLO CA 94806 5 05/22/03 00 0417048923 05 07/01/03 0 0417048923 O 06/01/18 0 8757065 E22/G02 F 71,250.00 ZZ 180 71,005.00 1 6.000 601.25 95 5.750 601.25 BURDINE KY 41517 5 05/28/03 10 0417054566 05 07/01/03 25 0417054566 O 06/01/18 0 8757149 E22/G02 F 52,800.00 ZZ 180 52,618.44 1 6.000 445.56 74 5.750 445.56 SOUTH BEND IN 46613 5 06/02/03 00 0417295433 05 07/01/03 0 0417295433 N 06/01/18 0 8757171 E22/G02 F 176,000.00 TX 120 174,896.61 1 5.500 1,910.06 80 5.250 1,910.06 1 AMARILLO TX 79121 5 05/28/03 00 0417079407 05 07/01/03 0 0417079407 O 06/01/13 0 8757391 E82/G02 F 160,600.00 ZZ 180 160,029.90 1 5.625 1,322.91 39 5.375 1,322.91 BRIARCLIFF MANO NY 10510 5 05/29/03 00 0400792180 05 07/01/03 0 0400792180 O 06/01/18 0 8757393 E82/G02 F 99,500.00 ZZ 180 99,143.04 1 5.500 813.00 38 5.250 813.00 IRVINE CA 92604 2 05/22/03 00 0400829214 05 07/01/03 0 0400829214 O 06/01/18 0 8757395 E82/G02 F 216,800.00 ZZ 180 216,800.00 4 5.375 1,757.09 67 5.125 1,757.09 GOLDEN CO 80401 2 06/03/03 00 0400841698 05 08/01/03 0 0400841698 N 07/01/18 0 8757411 E82/G02 F 118,500.00 ZZ 180 118,088.17 1 5.875 991.99 95 5.625 991.99 PHOENIX AZ 85019 5 05/27/03 04 0400835203 05 07/01/03 25 0400835203 O 06/01/18 0 8757541 F28/G02 F 650,000.00 ZZ 180 623,185.14 1 5.750 5,397.67 50 5.500 5,397.67 BETHESDA MD 20817 1 12/19/02 00 0435901327 03 02/01/03 0 4305923 O 01/01/18 0 1 8757549 F28/G02 F 380,000.00 ZZ 180 376,060.39 1 6.000 3,206.66 50 5.750 3,206.66 FORT SALONGA NY 11768 5 03/10/03 00 0435913686 05 05/01/03 0 4993498 O 04/01/18 0 8757553 F28/G02 F 375,000.00 ZZ 180 371,071.04 1 5.875 3,139.19 50 5.625 3,139.19 WAYNE NJ 07470 2 03/18/03 00 0435908413 05 05/01/03 0 5078968 O 04/01/18 0 8757559 F28/G02 F 517,500.00 ZZ 180 511,691.47 1 5.500 4,228.41 75 5.250 4,228.41 NORTH CANTON OH 44720 5 03/26/03 00 0435903406 05 05/01/03 0 5001925 O 04/01/18 0 8757589 F28/G02 F 560,000.00 ZZ 180 558,033.03 1 5.750 4,650.30 70 5.500 4,650.30 LAGUNA BEACH CA 92651 5 04/25/03 00 0435908512 05 07/01/03 0 5040014 O 06/01/18 0 8757591 F28/G02 F 432,500.00 T 180 428,016.11 1 6.000 3,649.68 37 5.750 3,649.68 SUNAPEE NH 03782 5 03/31/03 00 0435914932 05 05/01/03 0 3499131 O 04/01/18 0 8757655 F28/G02 F 450,000.00 ZZ 180 445,383.69 1 1 6.125 3,827.82 41 5.875 3,827.82 ISLAMORADA FL 33036 5 03/06/03 00 0435908678 05 05/01/03 0 4662208 O 04/01/18 0 8757675 F28/G02 F 395,000.00 ZZ 180 390,817.79 1 5.750 3,280.12 64 5.500 3,280.12 LEBANON NJ 08833 2 03/28/03 00 0435908488 05 05/01/03 0 4924766 O 04/01/18 0 8757681 F28/G02 F 530,000.00 ZZ 180 523,729.11 1 5.125 4,225.80 32 4.875 4,225.80 COS COB CT 06807 2 03/18/03 00 0435901285 05 05/01/03 0 4921457 O 04/01/18 0 8757899 S11/G02 F 172,500.00 ZZ 180 171,881.16 2 5.500 1,409.47 77 5.250 1,409.47 LOS ANGELES CA 90001 2 05/12/03 00 0435930607 05 07/01/03 0 10211692 O 06/01/18 0 8757935 738/G02 F 114,800.00 ZZ 180 114,000.09 1 5.875 961.02 80 5.625 961.02 HOUSTON TX 77023 1 04/24/03 00 0435919584 05 06/01/03 0 0041088603-0002 N 05/01/18 0 8757975 738/G02 F 116,910.00 ZZ 180 116,103.97 1 6.000 986.56 90 5.750 986.56 LAKE WORTH FL 33461 1 04/25/03 10 0435921465 05 06/01/03 20 1 40882732 N 05/01/18 0 8758051 X67/G02 F 175,000.00 ZZ 180 174,372.18 1 5.500 1,429.90 73 5.250 1,429.90 HUNTINGTON PARK CA 90255 2 05/12/03 00 0435965173 05 07/01/03 0 00285976 O 06/01/18 0 8758135 Q59/G02 F 394,000.00 ZZ 180 392,571.56 1 5.375 3,193.23 67 5.125 3,193.23 STEVENSON RANCH CA 91381 2 05/19/03 00 0435953773 03 07/01/03 0 0000503148 O 06/01/18 0 8758151 F89/G02 F 100,750.00 ZZ 180 100,376.99 1 5.125 803.30 68 4.875 803.30 NORTH LAS VEGAS NV 89031 2 05/21/03 00 0435946827 05 07/01/03 0 31098 O 06/01/18 0 8758373 U19/G02 F 188,000.00 ZZ 180 187,325.55 1 5.500 1,536.12 94 5.250 1,536.12 SCOTTSDALE AZ 85254 2 05/28/03 01 0436008866 05 07/01/03 30 11000976 O 06/01/18 0 8758399 B76/G02 F 70,000.00 T 180 69,756.72 1 5.875 585.99 70 5.625 585.99 INDIAN RIVER MI 49749 2 05/28/03 00 0435961933 05 07/01/03 0 0004760476 O 06/01/18 0 1 8758491 940/G02 F 60,000.00 ZZ 180 59,784.75 1 5.500 490.25 30 5.250 490.25 MONTCLAIR CA 91763 5 05/20/03 00 0436020986 05 07/01/03 0 40030650 O 06/01/18 0 8758681 Q87/G02 F 85,000.00 ZZ 180 84,395.12 1 5.625 700.17 49 5.375 700.17 KIMBERLING CITY MO 65686 5 05/09/03 00 0435950464 05 06/14/03 0 MODA02 O 05/14/18 0 8758889 S27/G02 F 178,000.00 ZZ 180 177,381.38 2 5.875 1,490.08 73 5.625 1,490.08 CHICAGO IL 60632 5 05/22/03 00 0435955703 05 07/01/03 0 1830005410 O 06/01/18 0 8760087 758/G02 F 504,200.00 ZZ 180 502,372.03 1 5.375 4,086.37 75 5.125 4,086.37 THE WOODLANDS TX 77381 2 05/20/03 00 0435961776 05 07/01/03 0 161254 O 06/01/18 0 8760687 A35/G02 F 380,000.00 ZZ 180 378,636.75 1 5.500 3,104.92 80 5.250 3,104.92 NORTH BELLMORE NY 11710 5 04/30/03 00 0435974829 05 07/01/03 0 15149 O 06/01/18 0 8761891 E22/G02 F 152,000.00 ZZ 120 151,014.58 1 4.875 1,602.92 33 4.625 1,602.92 1 ANAHEIM CA 92806 2 05/23/03 00 0417175072 05 07/01/03 0 0417175072 O 06/01/13 0 8761897 E22/G02 F 96,000.00 ZZ 180 95,651.95 1 5.375 778.05 80 5.125 778.05 SAN ANTONIO TX 78249 5 05/29/03 00 0417183209 03 07/01/03 0 0417183209 O 06/01/18 0 8761907 E22/G02 F 312,000.00 ZZ 180 310,856.90 1 5.250 2,508.10 80 5.000 2,508.10 BULVERDE TX 78163 5 05/29/03 00 0417194883 03 07/01/03 0 0417194883 O 06/01/18 0 8761941 E22/G02 F 118,000.00 ZZ 180 117,567.67 1 5.250 948.58 46 5.000 948.58 MIAMI FL 33155 5 06/03/03 00 0417017753 05 07/01/03 0 0417017753 N 06/01/18 0 8761947 E22/G02 F 130,750.00 ZZ 180 130,275.97 1 5.375 1,059.68 75 5.125 1,059.68 NILES IL 60714 2 05/29/03 00 0417022522 06 07/01/03 0 0417022522 O 06/01/18 0 8761959 E22/G02 F 148,000.00 ZZ 180 147,452.05 1 5.125 1,180.03 80 4.875 1,180.03 RICHMOND TX 77469 5 05/28/03 00 0417041423 03 07/01/03 0 0417041423 O 06/01/18 0 1 8761995 E22/G02 F 80,000.00 TX 180 79,719.00 1 5.750 664.33 80 5.500 664.33 EL PASO TX 79912 5 05/29/03 00 0417252335 05 07/01/03 0 0417252335 O 06/01/18 0 8762001 E22/G02 F 86,500.00 ZZ 180 86,189.68 1 5.500 706.78 67 5.250 706.78 MYRTLE BEACH SC 29579 2 06/03/03 00 0417272051 05 07/01/03 0 0417272051 N 06/01/18 0 8762005 E22/G02 F 157,000.00 ZZ 180 156,424.79 1 5.250 1,262.09 77 5.000 1,262.09 BOCA RATON FL 33486 5 05/29/03 00 0417095601 05 07/01/03 0 0417095601 O 06/01/18 0 8762007 E22/G02 F 144,000.00 ZZ 180 143,504.85 1 6.000 1,215.15 80 5.750 1,215.15 HOUSTON TX 77083 5 05/29/03 00 0417096591 03 07/01/03 0 0417096591 O 06/01/18 0 8762009 E22/G02 F 168,000.00 ZZ 180 168,000.00 1 5.375 1,361.58 68 5.125 1,361.58 RICHARDSON TX 75082 5 05/29/03 00 0417097813 03 08/01/03 0 0417097813 O 07/01/18 0 8762153 E22/G02 F 109,250.00 ZZ 180 108,774.34 1 1 6.000 921.91 95 5.750 921.91 NASHVILLE TN 37211 2 05/29/03 10 0416954428 05 07/01/03 25 0416954428 O 06/01/18 0 8762305 E22/G02 F 116,000.00 ZZ 180 115,579.44 1 5.375 940.14 80 5.125 940.14 APPOMATTOX VA 24522 5 05/29/03 00 0417065745 05 07/01/03 0 0417065745 O 06/01/18 0 8762323 E22/G02 F 63,400.00 ZZ 120 62,998.78 1 5.875 699.90 92 5.625 699.90 MOORE OK 73160 5 05/29/03 01 0417079050 03 07/01/03 30 0417079050 O 06/01/13 0 8762339 E22/G02 F 120,000.00 TX 180 119,564.94 1 5.375 972.56 68 5.125 972.56 PLANO TX 75075 5 05/29/03 00 0417086154 05 07/01/03 0 0417086154 O 06/01/18 0 8762361 E22/G02 F 76,500.00 TX 180 76,236.95 1 6.000 645.55 75 5.750 645.55 ALLEN TX 75002 5 05/29/03 00 0416808277 05 07/01/03 0 0416808277 O 06/01/18 0 8762399 E82/G02 F 75,250.00 ZZ 180 74,977.18 1 5.375 609.88 49 5.125 609.88 NORTHGLENN CO 80233 2 05/30/03 00 0400823118 05 07/01/03 0 1 0400823118 N 06/01/18 0 8762417 E82/G02 F 114,200.00 ZZ 180 114,200.00 1 5.375 925.55 36 5.125 925.55 MISSION VIEJO CA 92692 2 05/29/03 00 0400835781 05 08/01/03 0 0400835781 O 07/01/18 0 8762421 E82/G02 F 101,000.00 ZZ 180 101,000.00 1 5.500 825.25 79 5.250 825.25 MIAMI FL 33174 2 05/29/03 00 0400817235 01 08/01/03 0 0400817235 O 07/01/18 0 8762447 E22/G02 F 547,500.00 ZZ 180 545,494.08 1 5.250 4,401.23 75 5.000 4,401.23 SAN ANTONIO TX 78006 2 05/29/03 00 0416654150 05 07/01/03 0 0416654150 O 06/01/18 0 8763207 E82/G02 F 82,000.00 ZZ 180 82,000.00 1 5.500 670.01 52 5.250 670.01 BRISTOL CT 06010 5 05/29/03 00 0400834909 05 08/01/03 0 0400834909 O 07/01/18 0 8763233 E82/G02 F 80,000.00 ZZ 180 80,000.00 1 5.250 643.10 77 5.000 643.10 HENDERSON CITY NV 89015 2 05/29/03 00 0400843413 05 08/01/03 0 0400843413 O 07/01/18 0 1 8763237 E82/G02 F 133,600.00 ZZ 180 133,135.69 4 5.875 1,118.39 80 5.625 1,118.39 TAMPA FL 33613 2 06/02/03 00 0400839668 05 07/01/03 0 0400839668 N 06/01/18 0 8763241 E82/G02 F 132,000.00 ZZ 180 131,541.25 4 5.875 1,105.00 80 5.625 1,105.00 TAMPA FL 33613 2 06/02/03 00 0400839700 05 07/01/03 0 0400839700 N 06/01/18 0 8763247 E82/G02 F 180,200.00 ZZ 180 180,200.00 1 5.375 1,460.46 42 5.125 1,460.46 SANTA FE NM 87500 2 05/27/03 00 0400835484 01 08/01/03 0 0400835484 O 07/01/18 0 8763255 E82/G02 F 72,500.00 ZZ 180 72,500.00 1 5.625 597.21 66 5.375 597.21 MILWAUKEE WI 53207 2 06/02/03 00 0400840260 05 08/01/03 0 0400840260 O 07/01/18 0 8763259 E82/G02 F 84,500.00 ZZ 180 84,193.65 1 5.375 684.84 76 5.125 684.84 PHOENIX AZ 85019 2 05/29/03 00 0400828463 05 07/01/03 0 0400828463 O 06/01/18 0 8763317 E98/G02 F 103,600.00 ZZ 180 103,228.33 1 5.500 846.50 80 5.250 846.50 1 ST CLOULD MN 56301 1 05/30/03 00 0435967070 05 07/01/03 0 8130001621529 N 06/01/18 0 8763713 940/G02 F 112,800.00 ZZ 180 112,395.33 1 5.500 921.67 60 5.250 921.67 POMONA CA 91766 2 05/27/03 00 0435962873 05 07/01/03 0 40030666 O 06/01/18 0 8763813 940/G02 F 140,000.00 ZZ 180 139,513.45 1 5.875 1,171.97 78 5.625 1,171.97 REDLANDS CA 92374 5 05/20/03 00 0435968623 05 07/01/03 0 40030593 O 06/01/18 0 8763865 X64/G02 F 78,000.00 ZZ 180 77,717.22 1 5.375 632.16 65 5.125 632.16 REDFORD MI 48239 5 05/24/03 00 0435926597 05 07/01/03 0 0000007752 O 06/01/18 0 8764047 N74/G02 F 41,000.00 ZZ 180 40,846.60 1 5.000 324.23 65 4.750 324.23 VIAN OK 74962 5 05/28/03 00 0435946983 05 07/02/03 0 0032482010 O 06/02/18 0 8764049 144/144 F 77,000.00 ZZ 180 76,446.27 1 5.500 629.15 60 5.250 629.15 FLORIDA NY 10921 5 04/23/03 00 03BIELINGJ 05 06/01/03 0 03BIELINGJ N 05/01/18 0 1 8764129 P09/G02 F 370,000.00 ZZ 180 368,647.81 1 5.280 2,980.19 67 5.030 2,980.19 SILVER SPRING MD 20904 5 05/30/03 00 0435982301 05 07/01/03 0 3003100109 O 06/01/18 0 8764169 P09/G02 F 80,000.00 ZZ 180 79,727.83 1 6.125 680.50 86 5.875 680.50 DUNDALK MD 21222 5 05/29/03 10 0435954326 05 07/01/03 30 3003100127 O 06/01/18 0 8764213 U45/G02 F 118,750.00 ZZ 180 118,341.67 1 6.000 1,002.08 95 5.750 1,002.08 SALT LAKE CITY UT 84128 2 05/21/03 27 0435958376 05 07/01/03 30 00203377 O 06/01/18 0 8764221 P09/G02 F 98,000.00 ZZ 180 97,637.17 1 5.125 781.37 74 4.875 781.37 FORESTVILLE MD 20747 2 05/30/03 00 0435951223 05 07/01/03 0 3002260353 O 06/01/18 0 8764243 X31/G02 F 95,000.00 T 180 94,651.95 1 5.250 763.68 40 5.000 763.68 LAKE ARROWHEAD CA 92352 2 05/20/03 00 0436051205 05 07/01/03 0 11001776 O 06/01/18 0 8764263 E84/G02 F 553,000.00 ZZ 180 549,023.13 1 1 5.500 4,518.47 58 5.250 4,518.47 BOCA RATON FL 33487 5 04/18/03 00 0436027734 03 06/01/03 0 1101033047 O 05/01/18 0 8764405 E84/G02 F 258,800.00 ZZ 180 256,899.47 1 5.250 2,080.44 29 5.000 2,080.44 DEERFIELD IL 60015 5 04/14/03 00 0435923008 05 06/01/03 0 1101043803 O 05/01/18 0 8764615 X67/G02 F 116,250.00 ZZ 180 115,828.53 1 5.375 942.17 75 5.125 942.17 COLTON CA 92324 2 05/19/03 00 0435969936 05 07/01/03 0 00286370 O 06/01/18 0 8764683 758/G02 F 76,950.00 ZZ 180 76,152.23 1 6.000 649.35 90 5.750 649.35 HOUSTON TX 77041 2 03/26/03 04 0436034763 05 05/01/03 12 361336 O 04/01/18 0 8764955 E84/G02 F 188,000.00 ZZ 180 186,648.01 1 5.500 1,536.12 80 5.250 1,536.12 MEBANE NC 27302 2 04/25/03 00 0436027767 05 06/01/03 0 93001781 O 05/01/18 0 8765137 E47/G02 F 188,000.00 ZZ 180 187,325.55 1 5.500 1,536.12 53 5.250 1,536.12 WASHINGTON DC 20037 5 05/29/03 00 0435928361 06 07/01/03 0 1 7345510191 N 06/01/18 0 8765315 Q87/G02 F 37,500.00 ZZ 120 37,264.90 1 5.500 406.97 45 5.250 406.97 WEST POINT MS 39773 5 05/30/03 00 0435970090 05 07/04/03 0 TUJ003 O 06/04/13 0 8765345 W68/G02 F 42,000.00 ZZ 180 41,857.12 1 6.125 357.26 70 5.875 357.26 DELTONA FL 32725 5 05/21/03 00 0436045470 05 07/01/03 0 3040391 N 06/01/18 0 8765385 W68/G02 F 45,500.00 ZZ 180 45,345.21 1 6.125 387.03 72 5.875 387.03 DELTONA FL 32725 5 05/21/03 00 0436035216 05 07/01/03 0 3040380 N 06/01/18 0 8765411 A46/G02 F 147,000.00 ZZ 180 146,467.05 1 5.375 1,191.39 66 5.125 1,191.39 KATY TX 77494 1 05/30/03 00 0435995220 05 07/01/03 0 0437022 O 06/01/18 0 8765423 X89/G02 F 241,600.00 ZZ 180 240,742.36 1 5.625 1,990.14 80 5.375 1,990.14 RANCHO CUCAMONG CA 91701 2 05/17/03 00 0435965157 05 07/01/03 0 2003520 O 06/01/18 0 1 8765987 E22/G02 F 260,000.00 ZZ 180 259,027.27 1 5.000 2,056.06 46 4.750 2,056.06 TOWN OF HEMPSTE NY 11507 5 05/29/03 00 0417232121 05 07/01/03 0 0417232121 O 06/01/18 0 8765997 E22/G02 F 240,000.00 ZZ 180 240,000.00 1 5.250 1,929.31 79 5.000 1,929.31 FT WORTH TX 76132 5 05/30/03 00 0417246048 03 08/01/03 0 0417246048 O 07/01/18 0 8766001 E22/G02 F 101,700.00 ZZ 180 101,335.15 1 5.500 830.97 90 5.250 830.97 ALBUQUERQUE NM 87121 5 05/29/03 04 0417248275 05 07/01/03 12 0417248275 O 06/01/18 0 8766013 E22/G02 F 92,000.00 ZZ 180 92,000.00 1 5.625 757.83 80 5.375 757.83 COLORADO SPRING CO 80906 5 06/04/03 00 0417274271 05 08/01/03 0 0417274271 N 07/01/18 0 8766017 E22/G02 F 22,000.00 ZZ 180 21,921.91 1 5.625 181.22 35 5.375 181.22 MIO MI 48647 5 05/30/03 00 0417275872 05 07/01/03 0 0417275872 O 06/01/18 0 8766031 E22/G02 F 115,000.00 ZZ 180 114,596.07 1 5.750 954.97 63 5.500 954.97 1 PLYMOUTH MI 48170 5 06/04/03 00 0417291093 05 07/01/03 0 0417291093 N 06/01/18 0 8766037 E22/G02 F 131,250.00 ZZ 180 131,250.00 2 6.000 1,107.56 75 5.750 1,107.56 PROVIDENCE RI 02908 5 06/04/03 00 0417300340 05 08/01/03 0 0417300340 N 07/01/18 0 8766049 E22/G02 F 161,250.00 ZZ 180 160,689.60 1 5.875 1,349.85 75 5.625 1,349.85 WAHIAWA HI 96786 5 05/28/03 00 0417319357 05 07/01/03 0 0417319357 N 06/01/18 0 8766075 E22/G02 F 136,000.00 ZZ 180 135,485.86 1 4.875 1,066.64 80 4.625 1,066.64 ALBUQUERQUE NM 87120 2 05/30/03 00 0417160165 05 07/01/03 0 0417160165 O 06/01/18 0 8766167 E22/G02 F 65,000.00 ZZ 180 64,764.15 1 5.375 526.80 77 5.125 526.80 MOBILE AL 36618 5 05/30/03 00 0416643286 05 07/01/03 0 0416643286 O 06/01/18 0 8766199 E22/G02 F 370,000.00 ZZ 180 370,000.00 1 5.750 3,072.52 67 5.500 3,072.52 SAN JOSE CA 95128 5 05/29/03 00 0416821007 05 08/01/03 0 0416821007 O 07/01/18 0 1 8766207 E22/G02 F 74,000.00 ZZ 180 73,737.32 1 5.625 609.56 51 5.375 609.56 ORMOND BEACH FL 32174 2 05/30/03 00 0416837300 09 07/01/03 0 0416837300 O 06/01/18 0 8766239 E22/G02 F 103,000.00 ZZ 180 102,614.37 1 5.625 848.44 79 5.375 848.44 ENFIELD CT 06082 5 05/30/03 00 0416924603 05 07/01/03 0 0416924603 O 06/01/18 0 8766245 E22/G02 F 40,000.00 ZZ 180 40,000.00 2 6.000 337.54 73 5.750 337.54 BIRMINGHAM AL 35206 5 06/04/03 00 0416933521 05 08/01/03 0 0416933521 N 07/01/18 0 8766257 E22/G02 F 81,000.00 ZZ 180 80,706.33 1 5.375 656.48 80 5.125 656.48 BAY CITY MI 48706 5 05/30/03 00 0416959583 05 07/01/03 0 0416959583 O 06/01/18 0 8766283 E22/G02 F 117,500.00 ZZ 180 117,074.00 1 5.375 952.30 89 5.125 952.30 BROKEN ARROW OK 74012 5 05/30/03 01 0416988467 05 07/01/03 25 0416988467 O 06/01/18 0 8766289 E22/G02 F 124,000.00 ZZ 180 124,000.00 1 1 5.625 1,021.43 80 5.375 1,021.43 MISSOULA MT 59803 2 05/30/03 00 0416995256 05 08/01/03 0 0416995256 O 07/01/18 0 8766331 E22/G02 F 120,200.00 ZZ 120 120,200.00 1 5.500 1,304.49 53 5.250 1,304.49 WILLIAMSBURG VA 23185 2 05/30/03 00 0417053840 05 08/01/03 0 0417053840 O 07/01/13 0 8766345 E22/G02 F 132,000.00 TX 180 131,509.35 1 5.375 1,069.81 80 5.125 1,069.81 SHERMAN TX 75090 5 05/29/03 00 0417062056 05 07/01/03 0 0417062056 O 06/01/18 0 8766381 E22/G02 F 50,000.00 TX 180 50,000.00 1 5.250 401.94 74 5.000 401.94 FORT WORTH TX 76110 5 05/30/03 00 0417097714 05 08/01/03 0 0417097714 O 07/01/18 0 8766397 E22/G02 F 200,000.00 ZZ 180 199,274.90 1 5.375 1,620.93 80 5.125 1,620.93 GILBERT AZ 85296 2 05/15/03 00 0417115011 03 07/01/03 0 0417115011 O 06/01/18 0 8766871 A06/G02 F 216,000.00 ZZ 180 216,000.00 1 5.500 1,764.91 70 5.250 1,764.91 DEARBORN MI 48126 5 05/29/03 00 0435928411 05 08/01/03 0 1 021000020309592 O 07/01/18 0 8767311 U42/G02 F 95,000.00 TX 180 94,662.76 1 5.625 782.55 78 5.375 782.55 COPPELL TX 75019 5 05/12/03 00 0436030472 05 07/01/03 0 12301476 O 06/01/18 0 8767617 W77/G02 F 124,000.00 ZZ 180 123,540.90 1 5.125 988.68 73 4.875 988.68 BEAUMONT TX 77707 2 05/23/03 00 0435948716 05 07/01/03 0 W0305048 O 06/01/18 0 8768077 K15/G02 F 166,200.00 ZZ 180 165,628.51 1 6.000 1,402.49 95 5.750 1,402.49 GOLDSBORO NC 27530 5 05/09/03 41 0435931944 05 07/01/03 25 017105515713 O 06/01/18 0 8768087 477/G02 F 191,000.00 ZZ 180 190,300.22 1 5.250 1,535.41 84 5.000 1,535.41 SCOTTSDALE AZ 85260 5 05/15/03 04 0435972146 05 07/01/03 12 239197 O 06/01/18 0 8768301 676/G02 F 259,600.00 ZZ 180 257,633.19 1 4.875 2,036.04 71 4.625 2,036.04 AIEA HI 96701 5 04/23/03 00 0435936299 05 06/01/03 0 6004264040 O 05/01/18 0 1 8768305 X67/G02 F 149,000.00 ZZ 180 148,459.81 1 5.375 1,207.59 65 5.125 1,207.59 HUNTINGTON PARK CA 90255 5 05/02/03 00 0435937933 05 07/01/03 0 00286317 O 06/01/18 0 8768421 W35/G02 F 140,000.00 ZZ 180 139,465.21 1 4.750 1,088.96 58 4.500 1,088.96 CENTERVILLE MA 02632 5 05/24/03 00 0435965991 05 07/01/03 0 20485 O 06/01/18 0 8768463 U05/G02 F 178,850.00 TX 180 178,221.80 1 5.750 1,485.19 80 5.500 1,485.19 HOUSTON TX 77066 5 05/08/03 00 0435933775 03 07/01/03 0 3349641 O 06/01/18 0 8768473 U05/G02 F 50,000.00 ZZ 180 49,826.23 3 5.875 418.56 80 5.625 418.56 JEANNETTE PA 15644 1 05/28/03 00 0435935754 05 07/01/03 0 3349886 N 06/01/18 0 8768493 U05/G02 F 87,000.00 ZZ 180 86,691.16 1 5.625 716.65 70 5.375 716.65 MIAMI FL 33126 2 05/23/03 00 0435936547 01 07/01/03 0 3338793 O 06/01/18 0 8768505 U05/G02 F 500,000.00 ZZ 180 498,129.36 1 5.000 3,953.97 56 4.750 3,953.97 1 LA CANADA-FLINT CA 91011 2 05/22/03 00 0435935408 05 07/01/03 0 3362310 O 06/01/18 0 8768577 U05/G02 F 154,000.00 ZZ 180 153,459.09 4 5.750 1,278.83 70 5.500 1,278.83 AUSTIN TX 78704 5 05/29/03 00 0435937271 05 07/01/03 0 3354554 N 06/01/18 0 8768613 M27/G02 F 228,350.00 ZZ 180 227,522.12 1 5.375 1,850.70 46 5.125 1,850.70 RICHMOND VA 23221 2 05/28/03 00 0436011449 05 07/01/03 0 600939816 O 06/01/18 0 8768931 Q14/G02 F 253,500.00 ZZ 180 252,571.23 1 5.250 2,037.83 73 5.000 2,037.83 DE SOTO KS 66018 2 05/23/03 00 0435933544 05 07/01/03 0 0000312889 O 06/01/18 0 8768979 E57/G02 F 180,000.00 ZZ 180 179,347.41 1 5.375 1,458.84 60 5.125 1,458.84 LA PUENTE AREA CA 91744 5 05/16/03 00 0435953591 05 07/01/03 0 06015542 O 06/01/18 0 8769029 W68/G02 F 49,000.00 ZZ 180 48,833.29 1 6.125 416.81 70 5.875 416.81 DELTONA FL 32725 5 05/21/03 00 0435932587 05 07/01/03 0 3040377 N 06/01/18 0 1 8769417 E22/G02 F 187,000.00 ZZ 180 186,363.81 1 6.125 1,590.67 80 5.875 1,590.67 HUNTINGTON BEAC CA 92649 5 05/28/03 00 0416338168 01 07/01/03 0 0416338168 O 06/01/18 0 8769485 E22/G02 F 533,000.00 ZZ 180 531,005.90 1 5.000 4,214.93 58 4.750 4,214.93 TOPANGA CA 90290 2 05/05/03 00 0416836393 05 07/01/03 0 0416836393 O 06/01/18 0 8769497 E22/G02 F 171,000.00 ZZ 180 171,000.00 1 5.875 1,431.47 90 5.625 1,431.47 BELLEVILLE NJ 07109 1 06/05/03 01 0416868537 05 08/01/03 12 0416868537 O 07/01/18 0 8769549 E22/G02 F 615,200.00 ZZ 180 612,992.97 1 5.500 5,026.70 80 5.250 5,026.70 PENNGROVE CA 94951 5 05/16/03 00 0416952331 05 07/01/03 0 0416952331 O 06/01/18 0 8769565 E22/G02 F 63,050.00 ZZ 180 62,821.41 1 5.375 511.00 45 5.125 511.00 CARROLLTON TX 75007 2 06/02/03 00 0416995793 05 07/01/03 0 0416995793 N 06/01/18 0 8769579 E22/G02 F 77,600.00 TX 180 77,321.61 1 1 5.500 634.06 80 5.250 634.06 COLLINSVILLE TX 76233 5 05/30/03 00 0417021250 05 07/01/03 0 0417021250 O 06/01/18 0 8769685 E22/G02 F 200,000.00 ZZ 180 199,282.50 1 5.500 1,634.17 46 5.250 1,634.17 GLENDALE CA 91208 5 05/24/03 00 0417201092 05 07/01/03 0 0417201092 O 06/01/18 0 8769693 E22/G02 F 75,000.00 TX 180 75,000.00 1 5.750 622.81 75 5.500 622.81 IRVING TX 75060 5 06/05/03 00 0417209079 05 08/01/03 0 0417209079 N 07/01/18 0 8769707 E22/G02 F 293,900.00 ZZ 180 293,900.00 2 5.375 2,381.96 76 5.125 2,381.96 JERSEY CITY NJ 07096 2 06/05/03 00 0417230786 05 08/01/03 0 0417230786 N 07/01/18 0 8769807 E82/G02 F 109,100.00 ZZ 180 109,100.00 1 5.375 884.22 78 5.125 884.22 HUBER HEIGHTS OH 45424 2 06/09/03 00 0400844908 05 08/01/03 0 0400844908 N 07/01/18 0 8769809 E82/G02 F 82,400.00 ZZ 180 82,400.00 1 5.625 678.75 75 5.375 678.75 HUBER HEIGHTS OH 45424 2 06/09/03 00 0400844924 05 08/01/03 0 1 0400844924 N 07/01/18 0 8769813 E82/G02 F 60,650.00 ZZ 180 60,650.00 1 5.750 503.64 73 5.500 503.64 SUN CITY AZ 85373 2 06/02/03 00 0400827655 03 08/01/03 0 0400827655 O 07/01/18 0 8769815 E82/G02 F 165,000.00 ZZ 180 165,000.00 1 5.375 1,337.27 69 5.125 1,337.27 WYOMING MI 49509 5 06/02/03 00 0400832762 05 08/01/03 0 0400832762 O 07/01/18 0 8769837 E82/G02 F 82,200.00 ZZ 180 82,200.00 1 5.375 666.20 55 5.125 666.20 MALABAR FL 32950 2 06/03/03 00 0400814109 05 08/01/03 0 0400814109 O 07/01/18 0 8769845 E82/G02 F 150,000.00 ZZ 180 150,000.00 1 5.375 1,215.70 70 5.125 1,215.70 FARMINGTON MN 55024 2 06/02/03 00 0400830774 05 08/01/03 0 0400830774 O 07/01/18 0 8769857 E82/G02 F 113,400.00 ZZ 180 113,400.00 3 6.000 956.93 74 5.750 956.93 ORANGE NJ 07050 2 06/05/03 00 0400835955 05 08/01/03 0 0400835955 N 07/01/18 0 1 8769861 E82/G02 F 94,200.00 ZZ 180 94,200.00 1 5.375 763.46 68 5.125 763.46 CARROLTON TX 75007 2 06/04/03 00 0400832291 05 08/01/03 0 0400832291 O 07/01/18 0 8769863 E82/G02 F 242,000.00 ZZ 180 242,000.00 1 5.625 1,993.43 28 5.375 1,993.43 ANNAPOLIS MD 21403 5 06/02/03 00 0400788725 05 08/01/03 0 0400788725 O 07/01/18 0 8770069 A06/G02 F 192,000.00 ZZ 180 192,000.00 1 5.250 1,543.45 76 5.000 1,543.45 LAKE ORION MI 48360 5 05/30/03 00 0435933379 05 08/01/03 0 1000020304125 O 07/01/18 0 8770213 E82/G02 F 135,400.00 ZZ 180 135,400.00 1 5.500 1,106.33 80 5.250 1,106.33 HIALEAH FL 33010 2 05/28/03 00 0400828638 05 08/01/03 0 0400828638 O 07/01/18 0 8770229 E82/G02 F 61,500.00 ZZ 180 61,500.00 1 5.750 510.70 63 5.500 510.70 MARRERO LA 70072 2 05/28/03 00 0400820825 05 08/01/03 0 0400820825 O 07/01/18 0 8770249 642/G02 F 370,000.00 ZZ 180 368,658.57 1 5.375 2,998.72 78 5.125 2,998.72 1 ARDSLEY NY 10502 5 05/30/03 00 0435931779 05 07/01/03 0 05205403 O 06/01/18 0 8770611 U05/G02 F 361,900.00 ZZ 180 360,601.68 1 5.500 2,957.03 80 5.250 2,957.03 RIVERSIDE CA 92508 5 05/29/03 00 0436068910 03 07/01/03 0 3347750 O 06/01/18 0 8770661 N74/G02 F 42,000.00 ZZ 180 41,691.57 1 5.250 337.63 94 5.000 337.63 MOUNTAINBURG AR 72946 2 05/22/03 10 0435946835 05 06/28/03 30 0032446010 O 05/28/18 0 8770663 U05/G02 F 476,000.00 TX 180 474,256.04 1 5.250 3,826.46 72 5.000 3,826.46 LAREDO TX 78041 2 05/30/03 00 0435936778 05 07/01/03 0 3352491 O 06/01/18 0 8770685 N74/G02 F 72,700.00 ZZ 180 72,436.43 1 5.375 589.21 84 5.125 589.21 RICHMOND VA 23237 5 05/22/03 10 0435946744 05 07/01/03 12 0032447010 O 06/01/18 0 8770693 W40/G02 F 104,500.00 ZZ 180 104,129.04 1 5.625 860.80 53 5.375 860.80 SCOTTSDALE AZ 85257 5 05/31/03 00 0435967526 05 07/01/03 0 100020774 N 06/01/18 0 1 8770751 U05/G02 F 136,000.00 ZZ 180 135,491.19 1 5.000 1,075.48 80 4.750 1,075.48 KATY TX 77494 1 05/30/03 00 0435937032 03 07/01/03 0 3359308 O 06/01/18 0 8770783 W34/G02 F 142,000.00 ZZ 180 142,000.00 1 5.250 1,141.51 95 5.000 1,141.51 TITUSVILLE FL 32780 2 05/29/03 10 0436007231 03 08/01/03 25 11944698 O 07/01/18 0 8770815 A06/G02 F 61,800.00 ZZ 180 61,800.00 1 6.000 521.51 86 5.750 521.51 BATTLECREEK MI 49015 2 05/31/03 11 0435937222 05 08/01/03 25 025000020308518 O 07/01/18 0 8771931 825/G02 F 647,000.00 T 180 647,000.00 1 5.750 5,372.75 65 5.500 5,372.75 TELLURIDE CO 81435 2 06/04/03 00 0436016281 29 08/01/03 0 06703 O 07/01/18 0 8771979 P09/G02 F 126,800.00 ZZ 180 126,800.00 1 5.250 1,019.32 75 5.000 1,019.32 CHESTER VA 23836 5 06/04/03 00 0435937859 05 08/01/03 0 30030096 O 07/01/18 0 8771989 P09/G02 F 151,000.00 ZZ 180 151,000.00 1 1 4.875 1,184.29 43 4.625 1,184.29 CENTREVILLE VA 20120 2 06/04/03 00 0435938386 03 08/01/03 0 30050004 O 07/01/18 0 8771995 642/G02 F 288,000.00 ZZ 180 286,966.80 1 5.500 2,353.20 83 5.250 2,353.20 LEVITTOWN NY 11756 2 05/27/03 10 0435932918 05 07/01/03 6 05-1976-03 O 06/01/18 0 8772057 M37/G02 F 26,000.00 ZZ 180 25,908.67 1 5.750 215.91 75 5.500 215.91 GLOBE AZ 85501 5 05/20/03 00 0436010292 05 07/01/03 0 612895 O 06/01/18 0 8772111 Q14/G02 F 145,000.00 ZZ 180 144,474.31 1 5.375 1,175.17 80 5.125 1,175.17 TAYLOR RIDGE IL 61284 5 05/30/03 00 0435945951 05 07/01/03 0 0000313502 O 06/01/18 0 8772287 L76/G02 F 163,000.00 ZZ 180 162,370.85 1 4.625 1,257.38 56 4.375 1,257.38 BLOOMINGTON MN 55420 5 05/20/03 00 0436027981 05 07/01/03 0 9507609 O 06/01/18 0 8773063 E22/G02 F 80,000.00 ZZ 180 80,000.00 1 5.625 658.99 80 5.375 658.99 OVID CO 80744 1 06/06/03 00 0416736890 05 08/01/03 0 1 0416736890 O 07/01/18 0 8773073 E22/G02 F 98,000.00 ZZ 180 98,000.00 1 4.875 768.61 80 4.625 768.61 MIDDLETOWN PA 17057 5 06/02/03 00 0416756674 05 08/01/03 0 0416756674 O 07/01/18 0 8773101 E22/G02 F 110,000.00 TX 180 110,000.00 1 5.625 906.10 67 5.375 906.10 KEENE TX 76059 5 06/02/03 00 0416841989 05 08/01/03 0 0416841989 O 07/01/18 0 8773113 E22/G02 F 94,000.00 T 180 93,676.77 1 6.000 793.23 73 5.750 793.23 JEROME ID 83338 2 05/29/03 00 0416882389 03 07/01/03 0 0416882389 O 06/01/18 0 8773131 E22/G02 F 188,720.00 ZZ 180 188,720.00 1 5.125 1,504.70 80 4.875 1,504.70 SUGAR LAND TX 77478 1 06/05/03 00 0416918001 03 08/01/03 0 0416918001 O 07/01/18 0 8773133 E22/G02 F 150,000.00 ZZ 180 150,000.00 1 5.375 1,215.70 40 5.125 1,215.70 SPRINGFIELD NJ 07081 5 06/02/03 00 0416919892 01 08/01/03 0 0416919892 O 07/01/18 0 1 8773171 E22/G02 F 92,792.00 ZZ 180 92,792.00 1 5.250 745.93 80 5.000 745.93 HOUSTON TX 77034 1 06/06/03 00 0417000478 03 08/01/03 0 0417000478 O 07/01/18 0 8773173 E22/G02 F 130,400.00 ZZ 180 129,917.21 1 5.125 1,039.71 80 4.875 1,039.71 SPRINGFIELD OR 97478 2 05/29/03 00 0417005733 05 07/01/03 0 0417005733 O 06/01/18 0 8773203 E22/G02 F 227,000.00 ZZ 180 226,168.33 1 5.250 1,824.80 75 5.000 1,824.80 LAKEWOOD CA 90712 5 05/29/03 00 0417049996 05 07/01/03 0 0417049996 O 06/01/18 0 8773227 E22/G02 F 450,000.00 ZZ 180 450,000.00 1 5.375 3,647.09 57 5.125 3,647.09 DALLAS TX 75225 5 06/02/03 00 0417077419 03 08/01/03 0 0417077419 O 07/01/18 0 8773283 E82/G02 F 68,300.00 ZZ 180 68,300.00 1 5.750 567.17 77 5.500 567.17 SIMPSONVILLE SC 29680 2 06/09/03 00 0400834974 05 08/01/03 0 0400834974 N 07/01/18 0 8773301 E82/G02 F 64,800.00 ZZ 180 64,800.00 2 5.375 525.18 60 5.125 525.18 1 MIAMI FL 33142 2 06/09/03 00 0400848404 05 08/01/03 0 0400848404 N 07/01/18 0 8773309 E82/G02 F 62,300.00 ZZ 180 62,300.00 1 5.500 509.04 26 5.250 509.04 MORA MN 55051 2 06/05/03 00 0400824157 05 08/01/03 0 0400824157 O 07/01/18 0 8773325 E82/G02 F 195,800.00 ZZ 180 195,800.00 1 5.375 1,586.89 59 5.125 1,586.89 SUNBURG MN 56289 2 06/05/03 00 0400827184 05 08/01/03 0 0400827184 O 07/01/18 0 8773327 E22/G02 F 56,250.00 TX 180 56,250.00 1 6.000 474.67 75 5.750 474.67 HOUSTON TX 77023 5 06/06/03 00 0417132032 05 08/01/03 0 0417132032 N 07/01/18 0 8773353 E82/G02 F 82,500.00 ZZ 180 82,500.00 1 5.375 668.63 56 5.125 668.63 ST CHARLES MO 63304 2 06/02/03 00 0400832960 03 08/01/03 0 0400832960 O 07/01/18 0 8773387 E82/G02 F 80,200.00 ZZ 180 80,200.00 1 5.375 649.99 62 5.125 649.99 WHITEFISH MT 59937 2 06/06/03 00 0400845905 05 08/01/03 0 0400845905 N 07/01/18 0 1 8773395 E82/G02 F 62,100.00 ZZ 180 62,100.00 3 5.500 507.41 67 5.250 507.41 ELKHART IN 46516 2 06/03/03 00 0400824017 05 08/01/03 0 0400824017 O 07/01/18 0 8773409 E82/G02 F 80,200.00 ZZ 180 80,200.00 1 5.625 660.63 51 5.375 660.63 RIO RANCHO NM 87124 2 06/06/03 00 0400836896 05 08/01/03 0 0400836896 N 07/01/18 0 8773427 E22/G02 F 134,500.00 ZZ 180 134,007.22 1 5.250 1,081.22 78 5.000 1,081.22 COLORADO SPRING CO 80918 2 06/06/03 00 0417188745 05 07/01/03 0 0417188745 N 06/01/18 0 8773449 E22/G02 F 64,000.00 ZZ 180 63,770.40 1 5.500 522.93 80 5.250 522.93 WOODLYNNE NJ 08107 5 06/02/03 00 0417195195 05 07/01/03 0 0417195195 O 06/01/18 0 8773527 E22/G02 F 53,795.00 ZZ 180 53,795.00 1 5.375 435.99 73 5.125 435.99 FORT WORTH TX 76133 2 06/02/03 00 0417214483 07 08/01/03 0 0417214483 O 07/01/18 0 8773551 E22/G02 F 500,000.00 ZZ 180 498,109.76 1 1 4.875 3,921.49 45 4.625 3,921.49 REDMOND WA 98053 1 05/29/03 00 0417225901 03 07/01/03 0 0417225901 O 06/01/18 0 8773555 E22/G02 F 92,000.00 ZZ 180 92,000.00 1 5.250 739.57 80 5.000 739.57 HANAHAN SC 29406 1 06/06/03 00 0417226446 05 08/01/03 0 0417226446 N 07/01/18 0 8773573 E22/G02 F 109,600.00 ZZ 180 109,198.45 1 5.250 881.05 80 5.000 881.05 CHARLESTON SC 29412 1 06/06/03 00 0417244936 05 07/01/03 0 0417244936 N 06/01/18 0 8773637 E22/G02 F 83,200.00 TX 180 83,200.00 1 5.625 685.34 80 5.375 685.34 EL PASO TX 79912 5 06/06/03 00 0417305620 05 08/01/03 0 0417305620 N 07/01/18 0 8773645 E22/G02 F 100,500.00 ZZ 180 100,150.73 4 5.875 841.30 66 5.625 841.30 NEW BEDFORD MA 02740 5 06/02/03 00 0417311412 05 07/01/03 0 0417311412 O 06/01/18 0 8773655 E22/G02 F 281,000.00 ZZ 180 279,981.24 2 5.375 2,277.41 77 5.125 2,277.41 CHICAGO IL 60622 2 06/06/03 00 0417318920 05 07/01/03 0 1 0417318920 N 06/01/18 0 8774603 K15/G02 F 78,500.00 ZZ 180 78,224.28 1 5.750 651.87 90 5.500 651.87 SPARTANBURG SC 29307 5 05/21/03 41 0435939293 05 07/01/03 12 002305508606 O 06/01/18 0 8774605 P34/G02 F 157,700.00 ZZ 180 157,103.82 1 4.875 1,236.84 47 4.625 1,236.84 BELLPORT NY 11713 5 05/23/03 00 0435995170 05 07/01/03 0 16134 O 06/01/18 0 8774727 N67/G02 F 102,000.00 ZZ 180 101,652.99 1 6.125 867.64 52 5.875 867.64 NEWARK NJ 07104 5 05/08/03 00 0435999222 05 07/01/03 0 3261004200 O 06/01/18 0 8775095 N67/G02 F 130,800.00 ZZ 180 130,355.01 1 6.125 1,112.62 80 5.875 1,112.62 LARAMIE WY 82070 5 05/13/03 00 0436001051 05 07/01/03 0 3254006302 O 06/01/18 0 8775255 N67/G02 F 175,000.00 ZZ 180 174,385.32 1 5.750 1,453.22 45 5.500 1,453.22 ORLANDO FL 32836 1 05/09/03 00 0436002737 03 07/01/03 0 3252004842 O 06/01/18 0 1 8775659 N67/G02 F 112,000.00 ZZ 180 111,602.42 1 5.625 922.58 47 5.375 922.58 NASHVILLE TN 37204 5 05/19/03 00 0435997408 05 07/01/03 0 3254006325 O 06/01/18 0 8775905 N67/G02 F 80,000.00 ZZ 180 79,703.81 1 5.125 637.86 32 4.875 637.86 RENO NV 89523 2 05/12/03 00 0435998505 05 07/01/03 0 1260006449 O 06/01/18 0 8776013 N67/G02 F 150,000.00 ZZ 180 149,495.12 1 6.250 1,286.13 67 6.000 1,286.13 PLYMOUTH MA 02360 1 05/12/03 00 0435999529 01 07/01/03 0 3274009617 O 06/01/18 0 8776023 W68/G02 F 100,000.00 ZZ 180 99,656.14 1 6.000 843.86 66 5.750 843.86 PLANO TX 75075 5 05/21/03 00 0436028278 05 07/01/03 0 3043056 N 06/01/18 0 8776191 A21/G02 F 134,250.00 ZZ 180 133,763.28 1 5.375 1,088.05 76 5.125 1,088.05 FORT WALTON BEA FL 32547 1 05/30/03 00 0436024319 09 07/01/03 0 0100134917 O 06/01/18 0 8776575 N67/G02 F 83,500.00 ZZ 180 83,209.81 1 5.875 698.99 51 5.625 698.99 1 PHILADELPHIA PA 19147 2 05/08/03 00 0436005128 05 07/01/03 0 3264002189 O 06/01/18 0 8776983 M66/G02 F 112,000.00 ZZ 180 111,593.95 1 5.375 907.72 70 5.125 907.72 PHILADELPHIA PA 19115 1 05/21/03 00 0436027924 05 07/01/03 0 1024002566 O 06/01/18 0 8777077 W84/G02 F 101,600.00 ZZ 180 101,250.64 1 6.000 857.36 80 5.750 857.36 HEBER UT 84032 1 05/15/03 00 0436028013 01 07/01/03 0 10075801 N 06/01/18 0 8777155 W84/G02 F 97,600.00 ZZ 180 97,264.40 1 6.000 823.60 80 5.750 823.60 HEBER UT 84032 1 05/15/03 00 0436027908 01 07/01/03 0 10076680 N 06/01/18 0 8777213 Q14/G02 F 80,000.00 ZZ 180 79,706.90 1 5.250 643.10 80 5.000 643.10 IOWA CITY IA 52240 2 05/28/03 00 0435960455 05 07/01/03 0 000312734 O 06/01/18 0 8777325 M24/G02 F 180,000.00 ZZ 180 179,367.76 1 5.750 1,494.74 80 5.500 1,494.74 LIVONIA MI 48154 5 05/29/03 00 0436023691 05 07/01/03 0 327213218 O 06/01/18 0 1 8777387 408/G02 F 120,000.00 ZZ 180 119,564.94 1 5.375 972.56 41 5.125 972.56 INDEPENDENCE MO 64055 5 05/12/03 00 0436019525 03 07/01/03 0 703035910 O 06/01/18 0 8777391 T17/G02 F 88,000.00 ZZ 180 87,353.77 1 5.250 707.41 80 5.000 707.41 COMMERCE GA 30530 5 05/07/03 00 0436027940 05 06/10/03 0 0304240000 O 05/10/18 0 8777779 E22/G02 F 197,500.00 ZZ 180 196,813.62 1 5.875 1,653.31 79 5.625 1,653.31 CITRUS HEIGHTS CA 95621 2 05/30/03 00 0416397842 05 07/01/03 0 0416397842 N 06/01/18 0 8777811 E22/G02 F 278,000.00 ZZ 180 278,000.00 1 5.625 2,289.97 80 5.375 2,289.97 HOUSTON TX 77077 5 06/03/03 00 0416660694 03 08/01/03 0 0416660694 O 07/01/18 0 8777817 E22/G02 F 105,000.00 ZZ 180 105,000.00 1 5.500 857.94 73 5.250 857.94 ALBUQUERQUE NM 87107 5 06/04/03 00 0416739118 05 08/01/03 0 0416739118 O 07/01/18 0 8777857 E22/G02 F 117,000.00 ZZ 180 117,000.00 1 1 5.375 948.24 72 5.125 948.24 SACRAMENTO CA 95832 5 05/27/03 00 0416899862 05 08/01/03 0 0416899862 O 07/01/18 0 8777873 E22/G02 F 156,000.00 TX 180 156,000.00 1 4.875 1,223.50 60 4.625 1,223.50 THE WOODLANDS TX 77381 5 06/04/03 00 0416936417 03 08/01/03 0 0416936417 O 07/01/18 0 8777915 E22/G02 F 396,000.00 ZZ 180 396,000.00 1 4.875 3,105.82 29 4.625 3,105.82 LAGUNA BEACH CA 92651 2 05/28/03 00 0416992089 05 08/01/03 0 0416992089 O 07/01/18 0 8777951 E22/G02 F 31,500.00 ZZ 180 31,391.69 1 6.000 265.81 45 5.750 265.81 GRANTS PASS OR 97526 5 05/30/03 00 0417045077 05 07/01/03 0 0417045077 N 06/01/18 0 8778095 E22/G02 F 460,000.00 ZZ 180 460,000.00 1 5.250 3,697.84 77 5.000 3,697.84 VERONA NJ 07044 5 06/03/03 00 0417089620 05 08/01/03 0 0417089620 O 07/01/18 0 8778105 E22/G02 F 236,000.00 TX 180 236,000.00 1 5.250 1,897.15 63 5.000 1,897.15 HOUSTON TX 77098 5 06/04/03 00 0417095312 07 08/01/03 0 1 0417095312 O 07/01/18 0 8778143 E22/G02 F 256,000.00 ZZ 180 256,000.00 1 5.125 2,041.14 80 4.875 2,041.14 ELK GROVE CA 95758 2 06/02/03 00 0417130036 05 08/01/03 0 0417130036 O 07/01/18 0 8778149 E22/G02 F 85,000.00 ZZ 120 85,000.00 1 5.875 938.35 93 5.625 938.35 GREENWOOD SC 29649 5 06/04/03 01 0417135449 05 08/01/03 25 0417135449 O 07/01/13 0 8778171 E22/G02 F 64,000.00 ZZ 180 64,000.00 1 5.125 510.29 59 4.875 510.29 AUSTIN TX 78745 2 05/30/03 00 0417165230 05 08/01/03 0 0417165230 O 07/01/18 0 8778191 E22/G02 F 68,400.00 ZZ 180 68,400.00 1 5.000 540.90 90 4.750 540.90 PACE FL 32571 5 06/03/03 10 0417181583 05 08/01/03 25 0417181583 O 07/01/18 0 8778197 E22/G02 F 115,000.00 ZZ 180 115,000.00 1 5.125 916.92 65 4.875 916.92 BRYSON CITY NC 28713 5 06/03/03 00 0417185840 05 08/01/03 0 0417185840 O 07/01/18 0 1 8778199 E22/G02 F 400,000.00 ZZ 180 400,000.00 2 5.375 3,241.86 63 5.125 3,241.86 ARLINGTON MA 02474 2 06/09/03 00 0417186723 05 08/01/03 0 0417186723 N 07/01/18 0 8778223 E22/G02 F 81,000.00 ZZ 180 81,000.00 1 5.375 656.48 75 5.125 656.48 CHARLOTTE NC 28269 5 06/04/03 00 0417210739 05 08/01/03 0 0417210739 O 07/01/18 0 8778261 E22/G02 F 97,000.00 ZZ 180 97,000.00 1 5.250 779.76 62 5.000 779.76 DES PLAINES IL 60018 5 06/04/03 00 0417259884 07 08/01/03 0 0417259884 O 07/01/18 0 8778267 E22/G02 F 93,500.00 ZZ 180 93,500.00 1 5.375 757.79 58 5.125 757.79 TRAVERSE CITY MI 49686 2 06/04/03 00 0417265980 05 08/01/03 0 0417265980 O 07/01/18 0 8778293 E22/G02 F 32,000.00 ZZ 120 32,000.00 1 5.500 347.28 50 5.250 347.28 OKLAHOMA CITY OK 73159 5 06/04/03 00 0417286408 05 08/01/03 0 0417286408 O 07/01/13 0 8778445 E82/G02 F 83,900.00 ZZ 180 83,900.00 1 5.250 674.45 33 5.000 674.45 1 SKOKIE IL 60076 2 06/05/03 00 0400845434 05 08/01/03 0 0400845434 O 07/01/18 0 8778465 E82/G02 F 112,400.00 ZZ 180 112,400.00 1 5.375 910.96 55 5.125 910.96 MARINA CA 93933 2 06/04/03 00 0400832754 09 08/01/03 0 0400832754 O 07/01/18 0 8778767 F89/G02 F 118,900.00 ZZ 180 118,473.45 1 5.500 971.51 73 5.250 971.51 LANCASTER CA 93534 2 05/27/03 00 0435954318 05 07/01/03 0 30825 N 06/01/18 0 8779183 Y23/G02 F 100,000.00 TX 180 100,000.00 1 5.375 810.47 80 5.125 810.47 HOUSTON TX 77089 5 06/02/03 00 0436031025 03 08/01/03 0 1000220820 O 07/01/18 0 8779195 B44/G02 F 62,250.00 ZZ 180 62,031.35 2 5.750 516.93 75 5.500 516.93 MERIDIAN ID 83642 5 05/20/03 00 0436018626 05 07/01/03 0 4031262 N 06/01/18 0 8779197 369/G02 F 152,750.00 ZZ 180 152,219.14 2 5.875 1,278.70 65 5.625 1,278.70 CLIFTON NJ 07011 5 05/08/03 00 0436030548 05 07/01/03 0 1 O 06/01/18 0 1 8779265 K15/G02 F 83,300.00 TX 180 82,994.81 1 5.250 669.63 70 5.000 669.63 DENTON TX 76201 5 05/14/03 00 0435947247 05 07/01/03 0 031705507494 O 06/01/18 0 8779299 K15/G02 F 58,900.00 ZZ 180 58,686.46 1 5.375 477.36 90 5.125 477.36 LOCKPORT NY 14094 2 05/23/03 41 0435951173 05 07/01/03 12 027305515614 O 06/01/18 0 8779303 K15/G02 F 142,500.00 ZZ 180 142,010.00 1 6.000 1,202.50 95 5.750 1,202.50 AKRON OH 44313 5 05/20/03 41 0435954383 05 07/01/03 25 028005508776 O 06/01/18 0 8779331 642/G02 F 56,500.00 ZZ 180 56,500.00 1 5.250 454.19 50 5.000 454.19 BELLEFONTE PA 16823 5 06/02/03 00 0435964655 05 08/01/03 0 05197203 O 07/01/18 0 8779335 964/G02 F 147,000.00 ZZ 180 146,467.05 1 5.375 1,191.39 38 5.125 1,191.39 CAMPBELL CA 95008 2 05/19/03 00 0436033567 09 07/01/03 0 403268 O 06/01/18 0 8779343 964/G02 F 202,000.00 ZZ 180 201,282.94 1 1 5.625 1,663.94 55 5.375 1,663.94 FOSTER CITY CA 94404 2 05/13/03 00 0436033575 01 07/01/03 0 412879 O 06/01/18 0 8779369 964/G02 F 192,500.00 ZZ 180 191,816.66 1 5.625 1,585.68 49 5.375 1,585.68 TURLOCK CA 95380 5 05/21/03 00 0435984331 05 07/01/03 0 348986 O 06/01/18 0 8779399 964/G02 F 200,000.00 ZZ 180 199,282.50 1 5.500 1,634.17 79 5.250 1,634.17 CITRUS HEIGHTS CA 95621 2 05/19/03 00 0435955331 05 07/01/03 0 403439 O 06/01/18 0 8779401 964/G02 F 84,000.00 ZZ 180 83,695.46 1 5.375 680.79 78 5.125 680.79 LEMOORE CA 93245 2 05/21/03 00 0435978093 03 07/01/03 0 363458 N 06/01/18 0 8779405 964/G02 F 84,000.00 ZZ 180 83,695.46 1 5.375 680.79 78 5.125 680.79 LEMOORE CA 93245 2 05/21/03 00 0435977905 03 07/01/03 0 363466 N 06/01/18 0 8779407 964/G02 F 250,000.00 ZZ 180 249,064.68 1 5.000 1,976.99 63 4.750 1,976.99 WATERFORD CA 95386 5 05/20/03 00 0435969092 05 07/01/03 0 1 404917 O 06/01/18 0 8779409 964/G02 F 84,000.00 ZZ 180 83,695.46 1 5.375 680.79 78 5.125 680.79 LEMOORE CA 93245 2 05/21/03 00 0435968888 03 07/01/03 0 363475 N 06/01/18 0 8779417 964/G02 F 84,000.00 ZZ 180 83,695.46 1 5.375 680.79 78 5.125 680.79 LEMOORE CA 93245 2 05/21/03 00 0435978077 03 07/01/03 0 363483 N 06/01/18 0 8779419 964/G02 F 305,000.00 ZZ 180 303,894.23 1 5.375 2,471.92 47 5.125 2,471.92 SAN FRANCISCO CA 94122 2 05/15/03 00 0435956149 05 07/01/03 0 364511 O 06/01/18 0 8779493 964/G02 F 181,000.00 ZZ 180 180,343.79 1 5.375 1,466.94 37 5.125 1,466.94 SAN FRANCISCO CA 94112 2 05/19/03 00 0435955752 05 07/01/03 0 367458 O 06/01/18 0 8779527 964/G02 F 203,000.00 ZZ 180 202,256.26 1 5.250 1,631.87 45 5.000 1,631.87 SAN GABRIEL CA 91775 5 05/08/03 00 0435968284 05 07/01/03 0 378539 O 06/01/18 0 1 8779539 964/G02 F 200,000.00 ZZ 180 199,236.00 1 4.750 1,555.67 63 4.500 1,555.67 FRESNO CA 93722 5 05/21/03 00 0436029607 05 07/01/03 0 381405 O 06/01/18 0 8779553 964/G02 F 56,000.00 ZZ 180 55,790.48 1 5.000 442.85 51 4.750 442.85 HIALEAH FL 33015 5 05/23/03 00 0435977749 09 07/01/03 0 388155 O 06/01/18 0 8779575 964/G02 F 500,000.00 ZZ 180 498,148.81 1 5.125 3,986.61 75 4.875 3,986.61 SAN FRANCISCO CA 94121 5 05/13/03 00 0435978812 05 07/01/03 0 392151 O 06/01/18 0 8779583 964/G02 F 56,250.00 ZZ 180 56,046.06 1 5.375 455.89 75 5.125 455.89 SAINT LOUIS MO 63137 5 05/23/03 00 0435968359 05 07/01/03 0 421394 O 06/01/18 0 8779607 964/G02 F 89,200.00 ZZ 180 88,866.28 1 5.000 705.39 37 4.750 705.39 TAYLOR AZ 85939 2 05/20/03 00 0435962576 05 07/01/03 0 425268 O 06/01/18 0 8779611 964/G02 F 200,000.00 ZZ 180 199,297.51 1 5.750 1,660.82 34 5.500 1,660.82 1 SIMI VALLEY CA 93065 2 05/22/03 00 0435977798 03 07/01/03 0 395317 O 06/01/18 0 8779651 964/G02 F 193,000.00 ZZ 180 192,300.28 1 5.375 1,564.20 32 5.125 1,564.20 SAN FRANCISCO CA 94132 2 05/20/03 00 0435954573 05 07/01/03 0 398292 O 06/01/18 0 8779735 964/G02 F 214,000.00 ZZ 180 213,182.52 1 4.750 1,664.56 46 4.500 1,664.56 SAN FRANCISCO CA 94112 2 05/21/03 00 0435986195 05 07/01/03 0 401316 O 06/01/18 0 8779739 964/G02 F 232,000.00 ZZ 180 231,150.00 1 5.250 1,865.00 43 5.000 1,865.00 SAN MATEO CA 94403 2 05/23/03 00 0435948120 05 07/01/03 0 401422 O 06/01/18 0 8779749 964/G02 F 172,000.00 ZZ 180 171,342.96 1 4.750 1,337.87 36 4.500 1,337.87 NEWARK CA 94560 5 05/07/03 00 0435985791 05 07/01/03 0 402295 O 06/01/18 0 8779751 964/G02 F 322,700.00 ZZ 180 321,542.31 1 5.500 2,636.73 63 5.250 2,636.73 EL CERRITO CA 94530 5 05/12/03 00 0435969266 05 07/01/03 0 403664 O 06/01/18 0 1 8779783 964/G02 F 108,700.00 ZZ 180 108,280.44 1 4.625 838.51 39 4.375 838.51 RICHMOND CA 94805 2 05/16/03 00 0435969530 05 07/01/03 0 407569 O 06/01/18 0 8779789 964/G02 F 208,000.00 ZZ 180 207,237.93 1 5.250 1,672.07 33 5.000 1,672.07 ALBANY CA 94706 2 05/22/03 00 0435969472 05 07/01/03 0 407614 O 06/01/18 0 8779823 964/G02 F 150,000.00 ZZ 180 149,450.43 1 5.250 1,205.82 46 5.000 1,205.82 SAN JOSE CA 95129 2 05/16/03 00 0436011530 01 07/01/03 0 411457 O 06/01/18 0 8779825 964/G02 F 128,500.00 ZZ 180 127,998.86 1 4.500 983.02 26 4.250 983.02 POTTER VALLEY CA 95469 5 05/21/03 00 0435955133 05 07/01/03 0 411518 O 06/01/18 0 8779869 964/G02 F 293,000.00 ZZ 180 291,926.52 1 5.250 2,355.36 57 5.000 2,355.36 SAN JOSE CA 95118 2 05/16/03 00 0435955877 05 07/01/03 0 412442 O 06/01/18 0 8779871 964/G02 F 240,000.00 ZZ 180 239,120.69 1 1 5.250 1,929.31 75 5.000 1,929.31 SANTA MARIA CA 93454 5 05/22/03 00 0435971379 05 07/01/03 0 412600 O 06/01/18 0 8779881 964/G02 F 300,000.00 ZZ 180 298,912.35 1 5.375 2,431.40 43 5.125 2,431.40 SAN FRANCISCO CA 94112 5 05/14/03 00 0435969498 05 07/01/03 0 412738 O 06/01/18 0 8779889 964/G02 F 240,000.00 ZZ 180 239,102.09 1 5.000 1,897.91 50 4.750 1,897.91 MILPITAS CA 95035 2 05/23/03 00 0436033708 09 07/01/03 0 412872 O 06/01/18 0 8779895 964/G02 F 185,000.00 ZZ 180 184,307.86 1 5.000 1,462.97 53 4.750 1,462.97 BARNHART MO 63012 5 05/27/03 00 0435983630 05 07/01/03 0 414553 O 06/01/18 0 8779899 964/G02 F 180,000.00 ZZ 180 179,354.25 1 5.500 1,470.75 29 5.250 1,470.75 CUPERTINO CA 95014 5 05/23/03 00 0435956891 05 07/01/03 0 414750 O 06/01/18 0 8779921 964/G02 F 77,000.00 ZZ 180 76,720.84 1 5.375 624.06 24 5.125 624.06 ROUGH AND READY CA 95975 5 05/19/03 00 0435979034 05 07/01/03 0 1 416072 O 06/01/18 0 8779925 964/G02 F 216,500.00 ZZ 180 215,698.44 1 5.125 1,726.20 67 4.875 1,726.20 SCOTTSDALE AZ 85260 5 05/23/03 00 0436029979 03 07/01/03 0 416894 O 06/01/18 0 8779937 964/G02 F 220,000.00 ZZ 180 219,210.74 1 5.500 1,797.59 68 5.250 1,797.59 HOUSTON TX 77068 2 05/19/03 00 0435958053 03 07/01/03 0 418253 O 06/01/18 0 8779945 964/G02 F 232,000.00 ZZ 180 231,132.03 1 5.000 1,834.64 80 4.750 1,834.64 MESA AZ 85203 5 05/27/03 00 0435952866 05 07/01/03 0 419273 O 06/01/18 0 8779957 U05/G02 F 148,500.00 ZZ 180 148,500.00 1 6.000 1,253.13 90 5.750 1,253.13 MISSOULA MT 59801 1 06/02/03 14 0435954854 05 08/01/03 12 3345529 N 07/01/18 0 8779959 964/G02 F 160,000.00 T 180 159,401.40 1 5.000 1,265.27 45 4.750 1,265.27 CAPE CORAL FL 33904 1 05/29/03 00 0435986518 05 07/01/03 0 420489 O 06/01/18 0 1 8780025 964/G02 F 320,000.00 ZZ 180 318,802.79 1 5.000 2,530.54 66 4.750 2,530.54 SAN FRANCISCO CA 94112 1 05/15/03 00 0436029771 05 07/01/03 0 423731 O 06/01/18 0 8780069 964/G02 F 106,000.00 ZZ 180 105,590.86 1 4.625 817.68 65 4.375 817.68 SUGAR LAND TX 77479 2 05/23/03 00 0435957600 03 07/01/03 0 428827 O 06/01/18 0 8780079 964/G02 F 394,000.00 ZZ 180 392,541.26 1 5.125 3,141.45 79 4.875 3,141.45 BOCA RATON FL 33498 2 05/29/03 00 0435980024 03 07/01/03 0 429359 O 06/01/18 0 8780087 964/G02 F 130,000.00 ZZ 180 129,528.68 1 5.375 1,053.61 79 5.125 1,053.61 PHOENIX AZ 85032 2 05/27/03 00 0435957824 03 07/01/03 0 429988 O 06/01/18 0 8780105 964/G02 F 98,500.00 ZZ 180 98,500.00 1 5.250 791.82 62 5.000 791.82 BEND OR 97701 5 05/28/03 00 0436030696 05 08/01/03 0 440713 O 07/01/18 0 8780155 B44/G02 F 96,000.00 ZZ 180 95,662.81 1 5.750 797.19 75 5.500 797.19 1 MERIDIAN ID 83642 5 05/20/03 00 0436018535 05 07/01/03 0 4031261 N 06/01/18 0 8780157 253/253 F 92,800.00 ZZ 180 92,467.07 1 5.500 758.26 80 5.250 758.26 VALPARAISO IN 46385 1 05/08/03 00 471166 05 07/01/03 0 471166 O 06/01/18 0 8780179 Q14/G02 F 55,000.00 ZZ 120 54,655.19 1 5.500 596.89 49 5.250 596.89 INDEPENDENCE MO 64055 5 05/30/03 00 0435968938 05 07/01/03 0 00003-13465 O 06/01/13 0 8780185 M07/G02 F 116,000.00 ZZ 180 115,579.44 1 5.375 940.14 40 5.125 940.14 GLENDORA CA 91740 5 05/23/03 00 0436036834 05 07/01/03 0 02305227 O 06/01/18 0 8780275 N74/G02 F 111,500.00 ZZ 120 110,781.95 1 5.000 1,182.63 74 4.750 1,182.63 CHESTER VA 23831 2 05/29/03 00 0435987110 05 07/03/03 0 0032499010 O 06/03/13 0 8780289 U05/G02 F 193,000.00 ZZ 180 192,285.44 1 5.125 1,538.83 64 4.875 1,538.83 MODESTO CA 95358 5 05/28/03 00 0435985171 05 07/01/03 0 3346731 O 06/01/18 0 1 8780295 U97/G02 F 95,000.00 ZZ 180 95,000.00 1 5.125 757.45 30 4.875 757.45 SAN DIEGO CA 92139 2 06/05/03 00 0436028948 05 08/01/03 0 8056531 O 07/01/18 0 8780603 116/116 F 585,700.00 ZZ 180 583,531.52 1 5.125 4,669.91 56 4.875 4,669.91 HOUSTON TX 77024 2 05/29/03 00 091024490 03 07/01/03 0 091024490 O 06/01/18 0 8780669 A19/G02 F 137,000.00 ZZ 180 137,000.00 1 5.625 1,128.51 15 5.375 1,128.51 WESTON MA 02493 2 06/05/03 00 0436028898 05 08/01/03 0 0312637 O 07/01/18 0 8780989 Q73/G02 F 135,600.00 ZZ 180 135,103.19 1 5.250 1,090.06 80 5.000 1,090.06 OXFORD MS 38655 5 05/27/03 00 0436023857 05 07/01/03 0 3074680 O 06/01/18 0 8781119 N74/G02 F 68,000.00 ZZ 180 67,753.46 1 5.375 551.12 69 5.125 551.12 DANVILLE VA 24540 5 05/30/03 00 0435985734 05 07/04/03 0 0032512010 O 06/04/18 0 8781127 738/G02 F 486,400.00 ZZ 180 484,636.56 1 1 5.375 3,942.11 79 5.125 3,942.11 RALEIGH NC 27614 2 05/16/03 00 0435951165 05 07/01/03 0 41148213 O 06/01/18 0 8781347 N74/G02 F 76,000.00 ZZ 180 75,730.21 1 5.625 626.04 85 5.375 626.04 ASHEBORO NC 27203 5 05/29/03 10 0435987789 05 07/03/03 12 0032504010 O 06/03/18 0 8781353 975/G02 F 196,000.00 ZZ 180 195,281.90 1 5.250 1,575.60 80 5.000 1,575.60 SAN BERNARDINO CA 92404 5 05/08/03 00 0435962139 05 07/01/03 0 2032515 O 06/01/18 0 8781365 E84/G02 F 108,000.00 ZZ 180 107,612.55 1 5.500 882.45 80 5.250 882.45 RAYMORE MO 64083 5 05/14/03 00 0436040786 05 07/01/03 0 69936982 O 06/01/18 0 8782093 X10/G02 F 160,850.00 TX 180 160,260.68 1 5.250 1,293.04 66 5.000 1,293.04 AUSTIN TX 78704 5 05/27/03 00 0436034128 05 07/01/03 0 60000969 O 06/01/18 0 8782565 E22/G02 F 198,000.00 ZZ 180 198,000.00 4 5.875 1,657.49 70 5.625 1,657.49 NEW ORLEANS LA 70119 5 06/03/03 00 0417037256 05 08/01/03 0 1 0417037256 O 07/01/18 0 8782671 E22/G02 F 423,600.00 ZZ 180 423,600.00 1 5.250 3,405.23 80 5.000 3,405.23 WEST BLOOMFIELD MI 48324 1 06/10/03 00 0417136686 05 08/01/03 0 0417136686 O 07/01/18 0 8782731 E22/G02 F 135,000.00 ZZ 180 135,000.00 1 5.250 1,085.23 71 5.000 1,085.23 BLAINE MN 55434 2 06/05/03 00 0417152915 05 08/01/03 0 0417152915 O 07/01/18 0 8782759 E22/G02 F 290,000.00 TX 180 290,000.00 1 5.375 2,350.35 80 5.125 2,350.35 ROWLETT TX 75089 5 06/05/03 00 0417172681 05 08/01/03 0 0417172681 O 07/01/18 0 8782763 E22/G02 F 102,600.00 ZZ 180 102,600.00 1 5.250 824.78 48 5.000 824.78 DALLAS TX 75287 5 06/05/03 00 0417174711 03 08/01/03 0 0417174711 O 07/01/18 0 8782841 E22/G02 F 96,500.00 ZZ 180 96,500.00 1 4.875 756.85 90 4.625 756.85 OMAHA NE 68134 2 06/05/03 04 0417250545 05 08/01/03 25 0417250545 O 07/01/18 0 1 8782853 E82/G02 F 48,450.00 T 180 48,450.00 1 5.875 405.58 75 5.625 405.58 DALLAS TX 75248 2 06/06/03 00 0400830733 01 08/01/03 0 0400830733 O 07/01/18 0 8782873 E82/G02 F 52,500.00 ZZ 180 52,500.00 1 5.500 428.97 58 5.250 428.97 TRENTON MO 64683 2 06/05/03 00 0400834214 05 08/01/03 0 0400834214 O 07/01/18 0 8782885 E82/G02 F 138,500.00 ZZ 180 138,500.00 1 5.250 1,113.37 47 5.000 1,113.37 GARDEN GROVE CA 92841 2 06/05/03 00 0400842050 05 08/01/03 0 0400842050 O 07/01/18 0 8782919 E82/G02 F 39,000.00 ZZ 180 39,000.00 1 6.375 337.06 71 6.125 337.06 GREENACRES FL 33463 2 06/10/03 00 0400796074 01 08/01/03 0 0400796074 N 07/01/18 0 8782933 E22/G02 F 132,700.00 ZZ 180 132,700.00 1 5.000 1,049.38 48 4.750 1,049.38 HOUSTON TX 77077 2 06/05/03 00 0417333010 03 08/01/03 0 0417333010 O 07/01/18 0 8783075 E22/G02 F 112,800.00 TX 180 112,800.00 1 5.375 914.20 80 5.125 914.20 1 SPRING TX 77379 5 06/05/03 00 0417221546 03 08/01/03 0 0417221546 O 07/01/18 0 8783277 E22/G02 F 84,000.00 ZZ 180 83,708.07 1 5.875 703.18 80 5.625 703.18 ENUMCLAW WA 98022 2 05/20/03 00 0416620904 05 07/01/03 0 0416620904 N 06/01/18 0 8783281 E22/G02 F 50,500.00 ZZ 180 50,500.00 1 5.375 409.29 61 5.125 409.29 HOUSTON TX 77083 2 06/03/03 00 0416648145 03 08/01/03 0 0416648145 O 07/01/18 0 8785433 K15/G02 F 62,400.00 ZZ 180 62,183.14 1 5.875 522.36 80 5.625 522.36 MOUNT VERNON OH 43050 5 05/20/03 00 0435958632 05 07/01/03 0 028205508627 O 06/01/18 0 8785439 E76/G02 F 90,000.00 ZZ 180 90,000.00 1 5.750 747.37 65 5.500 747.37 CAPE CORAL FL 33909 5 06/05/03 00 0435977962 05 08/01/03 0 10024719 O 07/01/18 0 8785699 K15/G02 F 130,100.00 ZZ 180 129,623.35 1 5.250 1,045.84 60 5.000 1,045.84 HANCOCK NH 03449 5 05/27/03 00 0435955349 05 07/01/03 0 033605516272 O 06/01/18 0 1 8785755 K15/G02 F 75,500.00 ZZ 180 75,240.39 1 6.000 637.11 95 5.750 637.11 SHREVEPORT LA 71108 5 05/21/03 41 0435963541 05 07/01/03 25 031805515435 O 06/01/18 0 8785871 P59/G02 F 152,000.00 ZZ 180 151,454.70 1 5.500 1,241.97 45 5.250 1,241.97 ACTON AREA CA 93510 5 05/09/03 00 0435968128 05 07/01/03 0 AT005762 O 06/01/18 0 8785931 U19/G02 F 95,300.00 ZZ 180 95,300.00 1 5.625 785.02 69 5.375 785.02 PHOENIX AZ 85051 5 06/02/03 00 0435969894 05 08/01/03 0 11000811 N 07/01/18 0 8785949 Y23/G02 F 136,900.00 TX 180 136,900.00 1 5.500 1,118.59 69 5.250 1,118.59 HOUSTON TX 77077 5 06/04/03 00 0436030910 03 08/01/03 0 1000223932 O 07/01/18 0 8785973 P59/G02 F 103,200.00 ZZ 180 102,860.02 1 6.500 898.98 80 6.250 898.98 BAKERSFIELD CA 93307 5 05/21/03 00 0435967971 05 07/01/03 0 AT005979 O 06/01/18 0 8786097 S27/G02 F 87,000.00 ZZ 180 87,000.00 1 1 5.375 705.11 52 5.125 705.11 AUSTIN TX 78749 2 06/03/03 00 0436042121 05 08/01/03 0 2010027202 O 07/01/18 0 8786105 N47/G02 F 135,000.00 ZZ 180 135,000.00 1 4.875 1,058.80 65 4.625 1,058.80 FAIR OAKS CA 95628 5 06/04/03 00 0436023295 05 08/01/03 0 30505710 O 07/01/18 0 8786133 N74/G02 F 96,000.00 ZZ 180 95,666.37 1 5.875 803.63 95 5.625 803.63 JACKSONVILLE AR 72076 5 05/30/03 01 0435965207 05 07/04/03 30 0032495010 O 06/04/18 0 8786147 N74/G02 F 72,000.00 ZZ 180 71,730.63 1 5.000 569.37 38 4.750 569.37 LOWELL AR 72745 5 05/29/03 00 0435950399 05 07/03/03 0 0032511010 O 06/03/18 0 8786157 975/G02 F 400,000.00 ZZ 180 400,000.00 1 5.250 3,215.51 69 5.000 3,215.51 GLENDALE CA 91208 5 06/01/03 00 0435969233 03 08/01/03 0 2032801 O 07/01/18 0 8786265 B44/G02 F 206,000.00 ZZ 180 205,253.15 1 5.375 1,669.56 59 5.125 1,669.56 LOS ANGELES CA 91423 2 05/20/03 00 0436030688 05 07/01/03 0 1 1030028 O 06/01/18 0 8786297 K15/G02 F 85,700.00 ZZ 180 85,405.31 1 6.000 723.19 90 5.750 723.19 QUEENSBURY NY 12804 5 05/27/03 41 0435965231 05 07/01/03 12 030705515375 O 06/01/18 0 8786371 758/G02 F 90,800.00 ZZ 180 90,474.26 1 5.500 741.91 80 5.250 741.91 NORTH RICHLAND TX 76180 1 05/22/03 00 0436055354 05 07/01/03 0 411777 N 06/01/18 0 8786395 738/G02 F 52,050.00 ZZ 180 51,869.10 1 5.875 435.73 80 5.625 435.73 KISSIMMEE FL 34741 1 05/16/03 00 0435962113 05 07/01/03 0 41082269 N 06/01/18 0 8786637 M18/G02 F 189,000.00 ZZ 180 188,307.55 1 5.250 1,519.33 71 5.000 1,519.33 LOS ANGELES CA 90018 5 05/15/03 00 0436039408 05 07/01/03 0 980102454 O 06/01/18 0 8786659 N74/G02 F 172,000.00 ZZ 180 171,349.76 1 4.875 1,348.99 80 4.625 1,348.99 STAR CITY AR 71667 2 05/30/03 00 0435957287 05 07/04/03 0 0032492010 O 06/04/18 0 1 8786775 U42/G02 F 128,000.00 ZZ 180 127,526.10 1 5.125 1,020.57 80 4.875 1,020.57 JEFFERSON TX 75657 1 05/23/03 00 0436035232 05 07/01/03 0 35300301 O 06/01/18 0 8786777 X67/G02 F 215,000.00 ZZ 180 214,228.69 1 5.500 1,756.73 78 5.250 1,756.73 WEST COVINA CA 91791 5 05/06/03 00 0436037113 05 07/01/03 0 00286398 O 06/01/18 0 8787211 E82/G02 F 51,300.00 ZZ 180 51,300.00 1 5.500 419.16 29 5.250 419.16 SANTA CLARITA CA 91351 2 06/06/03 00 0400832655 05 08/01/03 0 0400832655 O 07/01/18 0 8787243 E82/G02 F 129,000.00 ZZ 180 129,000.00 1 5.250 1,037.00 79 5.000 1,037.00 HUBER HEIGHTS OH 45424 2 06/09/03 00 0400844932 05 08/01/03 0 0400844932 O 07/01/18 0 8787271 E82/G02 F 101,500.00 ZZ 180 101,500.00 1 5.375 822.62 51 5.125 822.62 DAMASCUS MD 20872 2 06/12/03 00 0400840476 09 08/01/03 0 0400840476 N 07/01/18 0 8787273 E82/G02 F 64,250.00 ZZ 180 64,250.00 1 5.375 520.72 22 5.125 520.72 1 HACIENDA HEIGHT CA 91745 2 06/06/03 00 0400840492 05 08/01/03 0 0400840492 O 07/01/18 0 8787275 E82/G02 F 105,000.00 ZZ 180 105,000.00 1 5.125 837.19 41 4.875 837.19 PARK RIDGE NJ 07656 2 06/06/03 00 0400842035 05 08/01/03 0 0400842035 O 07/01/18 0 8787283 E82/G02 F 187,150.00 ZZ 180 187,150.00 2 5.250 1,504.46 88 5.000 1,504.46 WATERLOO IL 62298 2 06/05/03 04 0400839601 05 08/01/03 12 0400839601 O 07/01/18 0 8787461 S27/G02 F 444,000.00 ZZ 180 444,000.00 1 5.500 3,627.85 70 5.250 3,627.85 DERWOOD MD 20855 5 06/03/03 00 0436044648 05 08/01/03 0 1130013374 O 07/01/18 0 8787515 E22/G02 F 561,000.00 ZZ 180 561,000.00 1 5.250 4,509.75 73 5.000 4,509.75 DALY CITY CA 94014 2 06/02/03 00 0416968154 03 08/01/03 0 0416968154 O 07/01/18 0 8787599 E22/G02 F 45,000.00 ZZ 180 45,000.00 1 6.000 379.74 75 5.750 379.74 UPPER DARBY PA 19082 5 06/11/03 00 0417045978 07 08/01/03 0 0417045978 N 07/01/18 0 1 8787615 E22/G02 F 51,000.00 ZZ 180 51,000.00 1 6.000 430.37 75 5.750 430.37 UPPER DARBY PA 19082 5 06/11/03 00 0417061918 07 08/01/03 0 0417061918 N 07/01/18 0 8787619 E22/G02 F 41,250.00 ZZ 180 41,250.00 1 6.000 348.09 75 5.750 348.09 UPPER DARBY PA 19083 5 06/11/03 00 0417061975 07 08/01/03 0 0417061975 N 07/01/18 0 8787631 E22/G02 F 45,000.00 ZZ 180 45,000.00 1 6.000 379.74 75 5.750 379.74 UPPER DARBY PA 19082 5 06/11/03 00 0417074366 07 08/01/03 0 0417074366 N 07/01/18 0 8787637 E22/G02 F 68,000.00 ZZ 180 68,000.00 1 5.500 555.62 76 5.250 555.62 SPRING TX 77389 5 06/05/03 00 0417085164 03 08/01/03 0 0417085164 O 07/01/18 0 8787685 E22/G02 F 201,500.00 ZZ 180 201,500.00 1 5.375 1,633.09 78 5.125 1,633.09 AUSTIN TX 78750 5 06/06/03 00 0417151081 03 08/01/03 0 0417151081 O 07/01/18 0 8787689 E22/G02 F 242,000.00 T 180 242,000.00 1 1 5.375 1,961.33 62 5.125 1,961.33 TRUCKEE CA 96161 2 05/30/03 00 0417156437 01 08/01/03 0 0417156437 O 07/01/18 0 8787719 E22/G02 F 123,000.00 ZZ 180 123,000.00 1 5.250 988.77 79 5.000 988.77 ALPHARETTA GA 30004 2 06/06/03 00 0417181021 05 08/01/03 0 0417181021 O 07/01/18 0 8787727 E22/G02 F 168,500.00 ZZ 180 168,500.00 1 5.000 1,332.49 65 4.750 1,332.49 COLORADO SPRING CO 80918 2 06/06/03 00 0417188059 05 08/01/03 0 0417188059 O 07/01/18 0 8787735 E22/G02 F 78,500.00 ZZ 180 78,500.00 1 5.125 625.90 59 4.875 625.90 COLLEGEVILLE PA 19426 2 06/10/03 00 0417192598 05 08/01/03 0 0417192598 O 07/01/18 0 8787759 E22/G02 F 102,000.00 TX 180 102,000.00 1 5.125 813.27 49 4.875 813.27 PLANO TX 75023 5 06/06/03 00 0417208295 05 08/01/03 0 0417208295 O 07/01/18 0 8787787 E22/G02 F 40,050.00 ZZ 180 40,050.00 1 5.750 332.58 45 5.500 332.58 MOUNTAIN HOME ID 83647 2 06/09/03 00 0417227626 05 08/01/03 0 1 0417227626 N 07/01/18 0 8787817 E22/G02 F 184,000.00 TX 180 184,000.00 1 5.250 1,479.13 80 5.000 1,479.13 KRUM TX 76249 5 06/06/03 00 0417231743 05 08/01/03 0 0417231743 O 07/01/18 0 8787857 E22/G02 F 129,800.00 ZZ 180 129,800.00 1 5.375 1,051.98 79 5.125 1,051.98 HUMBLE TX 77345 2 06/06/03 00 0417280310 03 08/01/03 0 0417280310 O 07/01/18 0 8788025 E22/G02 F 338,000.00 ZZ 180 338,000.00 1 5.250 2,717.11 45 5.000 2,717.11 SAN JOSE CA 95125 2 05/29/03 00 0416950277 05 08/01/03 0 0416950277 O 07/01/18 0 8788109 E22/G02 F 121,500.00 ZZ 180 121,500.00 1 5.375 984.72 80 5.125 984.72 STEELE AL 35987 5 06/06/03 00 0416761914 05 08/01/03 0 0416761914 O 07/01/18 0 8788713 W68/G02 F 70,000.00 TX 180 69,743.54 1 5.250 562.71 70 5.000 562.71 SAGINAW TX 76179 5 05/22/03 00 0436047872 05 07/01/03 0 3051789 O 06/01/18 0 1 8788829 M27/G02 F 210,000.00 ZZ 180 210,000.00 1 5.375 1,701.98 53 5.125 1,701.98 HAMPSTEAD NC 28443 5 06/06/03 00 0436041529 05 08/01/03 0 600941576 O 07/01/18 0 8788947 Q14/G02 F 62,000.00 ZZ 180 61,786.81 1 6.000 523.19 87 5.750 523.19 BOONE IA 50036 5 05/16/03 01 0435969829 05 07/01/03 25 0000312835 O 06/01/18 0 8789111 975/G02 F 380,000.00 ZZ 180 378,607.76 1 5.250 3,054.74 75 5.000 3,054.74 CERRITOS CA 90703 5 05/07/03 00 0435978598 05 07/01/03 0 2032091 O 06/01/18 0 8789115 W35/G02 F 190,000.00 ZZ 180 189,289.16 1 5.000 1,502.51 42 4.750 1,502.51 COHASSET MA 02025 5 05/13/03 00 0436008387 05 07/01/03 0 19760 O 06/01/18 0 8789157 N74/G02 F 39,950.00 ZZ 180 39,806.68 1 5.500 326.42 85 5.250 326.42 VAN BUREN AR 72956 5 05/29/03 10 0436009708 05 07/03/03 12 0032508010 O 06/03/18 0 8789585 U85/G02 F 53,000.00 ZZ 180 53,000.00 2 5.375 429.55 33 5.125 429.55 1 MILWAUKEE WI 53207 2 06/06/03 00 0435970793 05 08/01/03 0 TQS270 N 07/01/18 0 8789745 N74/G02 F 79,300.00 ZZ 180 79,300.00 1 4.875 621.95 94 4.625 621.95 TAYLORS SC 29687 2 05/30/03 10 0435962741 05 08/01/03 30 0032535010 O 07/01/18 0 8789781 N47/G02 F 570,000.00 ZZ 180 570,000.00 1 5.250 4,582.10 62 5.000 4,582.10 ROLLING HILLS E CA 90274 5 06/03/03 00 0436042360 05 08/01/03 0 30506242 O 07/01/18 0 8790501 N74/G02 F 80,750.00 ZZ 180 80,457.24 1 5.375 654.45 95 5.125 654.45 SANDY RIDGE NC 27046 5 05/30/03 01 0435961453 05 07/04/03 30 0032513010 O 06/04/18 0 8790679 K15/G02 F 233,000.00 ZZ 180 232,137.34 2 5.125 1,857.76 72 4.875 1,857.76 BROOKLYN NY 11213 5 05/27/03 00 0435972583 05 07/01/03 0 021205516366 O 06/01/18 0 8791135 E82/G02 F 64,500.00 ZZ 180 64,500.00 1 5.375 522.75 68 5.125 522.75 SAGINAW TX 76179 2 06/06/03 00 0400838306 05 08/01/03 0 0400838306 O 07/01/18 0 1 8791161 E82/G02 F 79,950.00 ZZ 180 79,950.00 2 5.750 663.91 66 5.500 663.91 HOUSTON TX 77099 2 06/11/03 00 0400835666 05 08/01/03 0 0400835666 N 07/01/18 0 8791185 N74/G02 F 78,500.00 ZZ 180 78,218.38 1 5.500 641.41 91 5.250 641.41 MEMPHIS TN 38128 2 05/29/03 10 0435966239 05 07/03/03 30 0032500010 O 06/03/18 0 8791189 E82/G02 F 137,000.00 ZZ 180 137,000.00 1 5.375 1,110.34 78 5.125 1,110.34 ORLANDO FL 32806 2 06/10/03 00 0400829750 05 08/01/03 0 0400829750 O 07/01/18 0 8791191 E82/G02 F 81,000.00 ZZ 180 81,000.00 1 5.625 667.22 62 5.375 667.22 CLEMMONS NC 27012 2 06/10/03 00 0400804159 05 08/01/03 0 0400804159 O 07/01/18 0 8791195 E82/G02 F 102,400.00 ZZ 180 102,400.00 1 5.375 829.92 75 5.125 829.92 MESA AZ 85206 2 06/09/03 00 0400839783 05 08/01/03 0 0400839783 O 07/01/18 0 8791203 E82/G02 F 140,000.00 ZZ 180 140,000.00 1 1 5.375 1,134.65 60 5.125 1,134.65 FOREST HILLS NY 11375 2 06/11/03 00 0400835534 05 08/01/03 0 0400835534 O 07/01/18 0 8791331 X91/G02 F 308,000.00 ZZ 180 308,000.00 1 4.875 2,415.64 75 4.625 2,415.64 WAIPAHU HI 96797 5 06/05/03 00 0436031751 03 08/01/03 0 805772 O 07/01/18 0 8791371 N74/G02 F 91,000.00 ZZ 180 90,659.55 1 5.000 719.62 70 4.750 719.62 BATESVILLE AR 72501 5 06/03/03 00 0435966742 05 07/09/03 0 0032549010 O 06/09/18 0 8791537 E22/G02 F 60,100.00 ZZ 180 60,100.00 1 6.125 511.23 73 5.875 511.23 DAYTON OH 45414 5 06/12/03 00 0416955664 05 08/01/03 0 0416955664 N 07/01/18 0 8791549 E22/G02 F 180,000.00 ZZ 180 180,000.00 1 5.000 1,423.43 27 4.750 1,423.43 WALNUT CREEK CA 94596 2 06/04/03 00 0417011194 03 08/01/03 0 0417011194 O 07/01/18 0 8791647 E22/G02 F 65,250.00 TX 180 65,250.00 1 5.750 541.84 75 5.500 541.84 CLEBURNE TX 76033 5 06/12/03 00 0417270956 05 08/01/03 0 1 0417270956 N 07/01/18 0 8791723 E22/G02 F 53,600.00 ZZ 120 53,600.00 1 5.000 568.51 80 4.750 568.51 BIRMINGHAM AL 35208 1 06/12/03 00 0417372190 05 08/01/03 0 0417372190 N 07/01/13 0 8791731 E22/G02 F 58,400.00 ZZ 180 58,400.00 1 5.000 461.82 80 4.750 461.82 FAIRFIELD AL 35064 1 06/12/03 00 0417404332 05 08/01/03 0 0417404332 N 07/01/18 0 8792053 J40/G02 F 102,500.00 ZZ 180 102,132.28 1 5.500 837.51 94 5.250 837.51 BRANDON MS 39042 5 05/23/03 11 0436023790 05 07/01/03 25 7790082 O 06/01/18 0 8792105 U05/G02 F 167,000.00 ZZ 180 166,419.61 1 5.875 1,397.99 58 5.625 1,397.99 CHINO HILLS CA 91709 5 05/21/03 00 0436002026 05 07/01/03 0 3343636 O 06/01/18 0 8792177 K15/G02 F 85,500.00 ZZ 180 85,206.00 1 6.000 721.50 95 5.750 721.50 CLEVELAND OH 44122 5 05/27/03 41 0436006761 05 07/01/03 25 028605509166 O 06/01/18 0 1 8792179 N47/G02 F 136,000.00 ZZ 180 136,000.00 1 5.375 1,102.23 58 5.125 1,102.23 COOPER CITY FL 33328 2 06/06/03 00 0436044119 03 08/01/03 0 30505187 O 07/01/18 0 8792217 K15/G02 F 82,000.00 ZZ 180 81,718.04 1 6.000 691.96 48 5.750 691.96 LONDONDERRY NH 03053 5 05/27/03 00 0435975602 05 07/01/03 0 003310005516206 O 06/01/18 0 8792251 K15/G02 F 56,000.00 ZZ 120 55,646.55 1 5.375 604.28 71 5.125 604.28 DAYTON OH 45408 2 05/27/03 00 0436003834 05 07/01/03 0 027805508958 O 06/01/13 0 8792423 E57/G02 F 355,500.00 ZZ 180 354,197.52 1 5.250 2,857.79 51 5.000 2,857.79 YORBA LINDA CA 92887 2 05/09/03 00 0436031892 05 07/01/03 0 06014402 O 06/01/18 0 8792663 420/G02 F 268,500.00 ZZ 180 267,495.47 1 5.000 2,123.28 70 4.750 2,123.28 VACAVILLE CA 95687 2 06/02/03 00 0435981584 05 07/01/03 0 73002201 O 06/01/18 0 8793125 K15/G02 F 94,400.00 ZZ 180 94,075.40 1 6.000 796.60 90 5.750 796.60 1 HOPEWELL NY 14548 5 05/23/03 41 0435998166 05 07/01/03 12 027205513793 O 06/01/18 0 8793267 K15/G02 F 193,500.00 ZZ 180 192,783.59 1 5.125 1,542.82 74 4.875 1,542.82 INGLEWOOD CA 90305 5 05/20/03 00 0435985049 05 07/01/03 0 024905509950 O 06/01/18 0 8793507 Q30/G02 F 55,000.00 T 180 54,800.59 1 5.375 445.76 25 5.125 445.76 DOVER TOWNSHIP NJ 08735 2 05/21/03 00 0436022933 05 07/01/03 0 21022763 O 06/01/18 0 8793565 Q30/G02 F 195,500.00 ZZ 180 194,776.18 1 5.125 1,558.77 73 4.875 1,558.77 EAST STROUDSBUR PA 18301 2 05/21/03 00 0436045413 05 07/01/03 0 21022761 O 06/01/18 0 8793691 E76/G02 F 147,510.00 ZZ 180 147,510.00 1 5.375 1,195.52 90 5.125 1,195.52 LONGVIEW TX 75605 1 06/09/03 27 0435979232 05 08/01/03 25 10023490 O 07/01/18 0 8794145 Q14/G02 F 105,000.00 ZZ 180 105,000.00 1 5.375 850.99 75 5.125 850.99 ROCK ISLAND IL 61201 5 06/04/03 00 0436022347 05 08/01/03 0 00003-13259 O 07/01/18 0 1 8794189 940/G02 F 150,000.00 ZZ 180 150,000.00 1 5.500 1,225.63 63 5.250 1,225.63 MENIFEE CA 92584 5 06/02/03 00 0436029284 05 08/01/03 0 63030511 O 07/01/18 0 8794191 F62/F62 F 344,000.00 ZZ 180 342,752.83 1 5.375 2,788.00 80 5.125 2,788.00 PEMBROKE PINES FL 33027 5 05/29/03 00 35038 03 07/01/03 0 35038 O 06/01/18 0 8794703 A06/G02 F 108,000.00 ZZ 180 108,000.00 1 5.375 875.31 70 5.125 875.31 JENISON MI 49428 5 06/05/03 00 0435980958 05 08/01/03 0 021000020309442 O 07/01/18 0 8794839 N74/G02 F 93,600.00 ZZ 180 93,257.07 1 5.250 752.43 80 5.000 752.43 KING NC 27021 5 06/06/03 00 0436021729 05 07/11/03 0 0032563011 O 06/11/18 0 8795701 E82/G02 F 64,400.00 ZZ 180 64,400.00 1 5.375 521.94 62 5.125 521.94 GREENVILLE NC 27834 2 06/17/03 00 0400848529 05 08/01/03 0 0400848529 N 07/01/18 0 8795707 E82/G02 F 109,400.00 ZZ 180 109,400.00 1 1 5.375 886.65 69 5.125 886.65 LODI CA 95242 2 06/09/03 00 0400834719 05 08/01/03 0 0400834719 O 07/01/18 0 8795719 E82/G02 F 64,700.00 ZZ 180 64,700.00 1 5.375 524.37 45 5.125 524.37 MIAMI FL 33155 2 06/10/03 00 0400839627 05 08/01/03 0 0400839627 O 07/01/18 0 8795859 964/G02 F 108,000.00 ZZ 180 107,595.94 1 5.000 854.06 52 4.750 854.06 ARVADA CO 80003 5 05/30/03 00 0435984471 05 07/01/03 0 426635 O 06/01/18 0 8796147 E22/G02 F 90,000.00 TX 180 90,000.00 1 5.500 735.38 48 5.250 735.38 RICHARDSON TX 75081 5 06/09/03 00 0416771392 05 08/01/03 0 0416771392 O 07/01/18 0 8796253 E22/G02 F 179,000.00 ZZ 180 179,000.00 1 5.000 1,415.52 69 4.750 1,415.52 BAHAMA NC 27503 2 06/09/03 00 0417106572 05 08/01/03 0 0417106572 O 07/01/18 0 8796263 E22/G02 F 322,000.00 ZZ 180 322,000.00 1 5.500 2,631.01 78 5.250 2,631.01 MOUNT AIRY MD 21771 5 06/09/03 00 0417116605 05 08/01/03 0 1 0417116605 O 07/01/18 0 8796379 E22/G02 F 216,000.00 ZZ 180 216,000.00 1 5.125 1,722.21 80 4.875 1,722.21 NOVI MI 48377 2 06/09/03 00 0417347218 29 08/01/03 0 0417347218 O 07/01/18 0 8796383 E22/G02 F 210,000.00 ZZ 180 210,000.00 2 5.625 1,729.84 38 5.375 1,729.84 JACKSON HEIGHTS NY 11370 2 06/13/03 00 0417354388 05 08/01/03 0 0417354388 N 07/01/18 0 8796393 E22/G02 F 163,000.00 ZZ 180 163,000.00 1 5.250 1,310.32 90 5.000 1,310.32 EAGLE RIVER AK 99577 5 06/06/03 04 0417023975 05 08/01/03 12 0417023975 O 07/01/18 0 8796407 E22/G02 F 59,200.00 ZZ 180 59,200.00 1 5.375 479.80 80 5.125 479.80 LEEDS AL 35094 5 06/09/03 00 0417043866 05 08/01/03 0 0417043866 O 07/01/18 0 8796423 E22/G02 F 131,000.00 ZZ 180 131,000.00 1 5.250 1,053.08 68 5.000 1,053.08 ALBUQUERQUE NM 87110 2 06/09/03 00 0417053238 03 08/01/03 0 0417053238 N 07/01/18 0 1 8796501 E22/G02 F 52,500.00 ZZ 180 52,500.00 1 5.375 425.49 95 5.125 425.49 LAWTON OK 73505 2 06/09/03 01 0417293537 05 08/01/03 30 0417293537 O 07/01/18 0 8796503 E22/G02 F 47,000.00 ZZ 120 47,000.00 1 5.625 512.99 23 5.375 512.99 SANTA FE NM 87505 2 06/13/03 00 0417293883 05 08/01/03 0 0417293883 N 07/01/13 0 8796545 E22/G02 F 168,000.00 ZZ 180 168,000.00 1 5.500 1,372.70 80 5.250 1,372.70 SPRING TX 77379 5 06/09/03 00 0417303112 03 08/01/03 0 0417303112 O 07/01/18 0 8796549 E22/G02 F 98,000.00 ZZ 180 98,000.00 1 5.375 794.26 79 5.125 794.26 GRAND JUNCTION CO 81504 5 06/09/03 00 0417305885 05 08/01/03 0 0417305885 O 07/01/18 0 8796679 F28/G02 F 487,500.00 ZZ 180 485,751.09 1 5.500 3,983.28 75 5.250 3,983.28 SAN DIEGO CA 92128 5 05/13/03 00 0436003610 03 07/01/03 0 5353748 O 06/01/18 0 8796863 758/G02 F 159,500.00 TX 180 158,933.81 1 5.625 1,313.85 64 5.375 1,313.85 1 ALVIN TX 77511 5 05/22/03 00 0436050512 05 07/01/03 0 361625 O 06/01/18 0 8796875 964/G02 F 260,000.00 ZZ 180 259,077.05 1 5.625 2,141.70 61 5.375 2,141.70 SAN FRANCISCO CA 91434 2 05/14/03 00 0435983374 05 07/01/03 0 411775 O 06/01/18 0 8797333 964/G02 F 168,000.00 ZZ 180 167,378.00 1 5.125 1,339.50 80 4.875 1,339.50 AUSTIN TX 78717 2 05/29/03 00 0435982764 03 07/01/03 0 435033 O 06/01/18 0 8797387 X52/G02 F 304,000.00 T 180 304,000.00 1 4.750 2,364.61 53 4.500 2,364.61 KEY WEST FL 33040 2 06/06/03 00 0436074983 05 08/01/03 0 03051900 O 07/01/18 0 8797477 737/G02 F 206,000.00 ZZ 180 206,000.00 1 4.875 1,615.65 56 4.625 1,615.65 POTOMAC MD 20854 2 06/04/03 00 0436030738 07 08/01/03 0 6014143 O 07/01/18 0 8797637 K15/G02 F 121,900.00 ZZ 180 121,900.00 1 5.250 979.93 68 5.000 979.93 CANTON OH 44708 5 06/09/03 00 0436017859 05 08/01/03 0 036905509399 O 07/01/18 0 1 8797747 940/G02 F 258,300.00 ZZ 180 257,343.68 1 5.125 2,059.48 80 4.875 2,059.48 FONTANA CA 92336 5 05/28/03 00 0436015986 05 07/01/03 0 40030712 O 06/01/18 0 8798291 624/G02 F 295,200.00 ZZ 180 294,140.97 1 5.500 2,412.03 60 5.250 2,412.03 REDWOOD CITY CA 94063 5 05/22/03 00 0436046437 05 07/01/03 0 1000033274 O 06/01/18 0 8798891 N74/G02 F 85,500.00 ZZ 180 85,196.49 1 5.625 704.29 90 5.375 704.29 COLLINSVILLE OK 74021 2 06/09/03 10 0436033146 05 07/13/03 25 0032578010 O 06/13/18 0 8798939 P44/G02 F 135,000.00 ZZ 180 135,000.00 1 4.750 1,050.07 61 4.500 1,050.07 WORCESTER MA 01606 2 05/28/03 00 0436030787 05 08/01/03 0 RR20030568 O 07/01/18 0 8798975 E82/G02 F 157,000.00 ZZ 180 157,000.00 2 6.000 1,324.86 41 5.750 1,324.86 PASADENA CA 91104 2 06/12/03 00 0400840500 05 08/01/03 0 0400840500 N 07/01/18 0 8798985 E82/G02 F 84,700.00 ZZ 180 84,700.00 1 1 5.375 686.46 80 5.125 686.46 FORT WORTH TX 76112 2 06/13/03 00 0400842548 05 08/01/03 0 0400842548 O 07/01/18 0 8798987 E82/G02 F 89,250.00 T 180 89,250.00 1 5.375 723.34 41 5.125 723.34 SOUTH PADRE ISL TX 78597 2 06/16/03 00 0400819793 05 08/01/03 0 0400819793 O 07/01/18 0 8798997 E82/G02 F 105,500.00 ZZ 180 105,500.00 4 5.875 883.16 87 5.625 883.16 ELKHART IN 46514 2 06/16/03 04 0400821401 05 08/01/03 12 0400821401 N 07/01/18 0 8799831 E22/G02 F 372,000.00 ZZ 180 372,000.00 1 5.250 2,990.43 75 5.000 2,990.43 SCOTTSDALE AZ 85254 5 06/09/03 00 0417489978 03 08/01/03 0 0417489978 O 07/01/18 0 8799863 E22/G02 F 113,000.00 ZZ 180 113,000.00 4 5.250 908.38 60 5.000 908.38 LAKE WORTH FL 33462 5 06/11/03 00 0417371606 05 08/01/03 0 0417371606 O 07/01/18 0 8799869 E22/G02 F 299,000.00 ZZ 180 299,000.00 1 5.000 2,364.47 91 4.750 2,364.47 RIVERTON UT 84065 2 06/10/03 01 0417372737 05 08/01/03 25 1 0417372737 O 07/01/18 0 8799973 E22/G02 F 122,500.00 ZZ 120 122,500.00 1 5.625 1,337.05 49 5.375 1,337.05 COLCHESTER CT 06415 5 06/10/03 00 0416301364 05 08/01/03 0 0416301364 O 07/01/13 0 8800005 E22/G02 F 471,000.00 ZZ 180 471,000.00 1 5.750 3,911.23 73 5.500 3,911.23 SOUTH LAKE TAHO CA 96150 5 06/05/03 00 0416652311 05 08/01/03 0 0416652311 O 07/01/18 0 8800021 E22/G02 F 198,000.00 ZZ 180 198,000.00 1 5.625 1,630.99 77 5.375 1,630.99 BRENTWOOD NY 11717 5 06/09/03 00 0416764355 05 08/01/03 0 0416764355 O 07/01/18 0 8800031 E22/G02 F 148,000.00 TX 180 148,000.00 1 5.375 1,199.49 80 5.125 1,199.49 CARROLLTON TX 75007 5 06/11/03 00 0416814903 05 08/01/03 0 0416814903 O 07/01/18 0 8800045 E22/G02 F 161,520.00 ZZ 180 161,520.00 1 5.125 1,287.83 80 4.875 1,287.83 BATON ROUGE LA 70808 1 06/16/03 00 0416883478 05 08/01/03 0 0416883478 O 07/01/18 0 1 8800149 E22/G02 F 134,000.00 ZZ 180 134,000.00 1 5.875 1,121.74 29 5.625 1,121.74 WINDSOR CA 95492 2 06/04/03 00 0417038346 05 08/01/03 0 0417038346 N 07/01/18 0 8800165 E22/G02 F 132,500.00 ZZ 180 132,500.00 1 5.750 1,100.29 86 5.500 1,100.29 SANDWICH IL 60548 2 06/11/03 01 0417051943 05 08/01/03 25 0417051943 O 07/01/18 0 8800189 E22/G02 F 66,500.00 ZZ 180 66,500.00 1 5.375 538.96 80 5.125 538.96 NASHVILLE TN 37210 2 06/12/03 00 0417071867 05 08/01/03 0 0417071867 N 07/01/18 0 8800193 E22/G02 F 89,000.00 ZZ 180 89,000.00 1 5.250 715.45 85 5.000 715.45 EUBANK KY 42567 5 06/10/03 04 0417078276 05 08/01/03 6 0417078276 O 07/01/18 0 8800269 E22/G02 F 87,000.00 ZZ 180 87,000.00 1 5.625 716.65 92 5.375 716.65 CYPRESS TX 77429 2 06/10/03 01 0417157781 03 08/01/03 25 0417157781 O 07/01/18 0 8800333 E22/G02 F 73,000.00 ZZ 180 73,000.00 1 5.375 591.64 82 5.125 591.64 1 LANCASTER SC 29720 5 06/10/03 01 0417190709 05 08/01/03 6 0417190709 O 07/01/18 0 8800335 E22/G02 F 72,000.00 ZZ 180 72,000.00 1 5.500 588.30 76 5.250 588.30 CROSBY TX 77532 5 06/11/03 00 0417191384 03 08/01/03 0 0417191384 O 07/01/18 0 8800393 E22/G02 F 123,200.00 ZZ 180 123,200.00 1 5.250 990.38 80 5.000 990.38 ALBION IN 46701 5 06/11/03 00 0417324225 05 08/01/03 0 0417324225 O 07/01/18 0 8800407 E22/G02 F 260,000.00 ZZ 180 260,000.00 1 5.125 2,073.03 70 4.875 2,073.03 SAN LEANDRO CA 94579 2 06/10/03 00 0417339223 07 08/01/03 0 0417339223 O 07/01/18 0 8800415 E22/G02 F 310,000.00 ZZ 180 310,000.00 1 5.250 2,492.02 50 5.000 2,492.02 DALY CITY CA 94014 2 06/05/03 00 0417343472 05 08/01/03 0 0417343472 O 07/01/18 0 8800461 Q14/G02 F 248,500.00 ZZ 180 248,500.00 1 5.375 2,014.01 76 5.125 2,014.01 CHANDLER AZ 85248 2 06/06/03 00 0436012223 05 08/01/03 0 313487 O 07/01/18 0 1 8800483 E22/G02 F 154,000.00 ZZ 180 154,000.00 4 5.875 1,289.16 70 5.625 1,289.16 KANSAS CITY KS 66111 2 06/16/03 00 0417212594 05 08/01/03 0 0417212594 N 07/01/18 0 8800551 U05/G02 F 320,000.00 TX 180 318,815.24 1 5.125 2,551.43 80 4.875 2,551.43 HUMBLE TX 77346 5 05/29/03 00 0436032940 03 07/01/03 0 3347687 O 06/01/18 0 8800563 E22/G02 F 42,000.00 ZZ 180 42,000.00 1 5.750 348.77 60 5.500 348.77 FORT WAYNE IN 46825 5 06/11/03 00 0417247640 05 08/01/03 0 0417247640 O 07/01/18 0 8800649 E22/G02 F 180,000.00 ZZ 180 180,000.00 1 5.375 1,458.84 74 5.125 1,458.84 CANAL WINCHESTE OH 43110 5 06/11/03 00 0417278413 05 08/01/03 0 0417278413 O 07/01/18 0 8800661 E22/G02 F 53,600.00 ZZ 180 53,600.00 1 5.375 434.41 80 5.125 434.41 ADAMSVILLE TN 38310 5 06/10/03 00 0417285277 05 08/01/03 0 0417285277 O 07/01/18 0 8800681 E22/G02 F 134,000.00 ZZ 180 134,000.00 1 1 5.000 1,059.66 57 4.750 1,059.66 FEDERAL WAY WA 98023 2 06/02/03 00 0417289675 05 08/01/03 0 0417289675 O 07/01/18 0 8801657 G27/G02 F 117,350.00 ZZ 180 117,350.00 1 6.000 990.27 73 5.750 990.27 LAKELAND FL 33803 2 06/05/03 00 0436031629 05 08/01/03 0 22603032 O 07/01/18 0 8801671 N74/G02 F 31,000.00 ZZ 120 30,801.70 1 5.125 330.70 33 4.875 330.70 NATHALIE VA 24577 5 06/06/03 00 0435998083 05 07/11/03 0 0032567010 O 06/11/13 0 8801737 U05/G02 F 95,200.00 TX 180 95,200.00 1 5.750 790.55 80 5.500 790.55 MIDLAND TX 79705 5 06/06/03 00 0436017685 05 08/01/03 0 3362369 O 07/01/18 0 8801897 967/G02 F 200,000.00 ZZ 180 200,000.00 1 5.875 1,674.24 80 5.625 1,674.24 ASHTON ID 83420 2 05/30/03 00 0436031785 05 08/01/03 0 6759393 O 07/01/18 0 8802035 964/G02 F 150,000.00 ZZ 180 149,461.87 1 5.500 1,225.63 42 5.250 1,225.63 RENO NV 89511 1 05/14/03 00 0435976113 03 07/01/03 0 1 293691 O 06/01/18 0 8802183 K15/G02 F 261,200.00 ZZ 180 260,301.85 1 6.000 2,204.15 95 5.750 2,204.15 POINT PLEASANT NJ 08742 5 05/24/03 41 0436022420 05 07/01/03 25 010805516565 O 06/01/18 0 8802391 K15/G02 F 97,800.00 ZZ 180 97,463.71 1 6.000 825.29 95 5.750 825.29 MANNING SC 29102 5 05/27/03 41 0436027874 05 07/01/03 25 002305508632 O 06/01/18 0 8802455 K15/G02 F 214,000.00 ZZ 180 213,190.98 1 4.875 1,678.40 73 4.625 1,678.40 WEST HEMPSTEAD NY 11552 5 05/27/03 00 0436025753 05 07/01/03 0 011205516460 O 06/01/18 0 8802463 A01/G02 F 183,000.00 ZZ 180 182,300.94 1 4.750 1,423.43 58 4.500 1,423.43 BENICIA CA 94510 2 05/28/03 00 0436054753 05 07/01/03 0 CUNNINGHAM1 O 06/01/18 0 8802771 964/G02 F 130,000.00 ZZ 180 129,523.71 1 5.250 1,045.04 44 5.000 1,045.04 ARVADA CO 80005 5 05/29/03 00 0436124747 05 07/01/03 0 415517 O 06/01/18 0 1 8803685 E23/G02 F 302,000.00 ZZ 180 300,905.10 2 5.375 2,447.61 78 5.125 2,447.61 PASADENA CA 91106 5 05/23/03 00 0436044077 05 07/01/03 0 51029476 O 06/01/18 0 8803929 E23/G02 F 375,000.00 ZZ 180 375,000.00 1 5.375 3,039.25 77 5.125 3,039.25 BODEGA BAY CA 94923 5 06/01/03 00 0436070445 05 08/01/03 0 62008217 O 07/01/18 0 8804007 E23/G02 F 177,000.00 ZZ 180 177,000.00 1 5.625 1,458.01 58 5.375 1,458.01 PHOENIX AZ 85018 5 06/06/03 00 0436039374 05 08/01/03 0 41008157 O 07/01/18 0 8804395 W98/G02 F 133,000.00 ZZ 180 133,000.00 1 5.000 1,051.76 60 4.750 1,051.76 ALEXANDRIA VA 22315 2 06/13/03 00 0436049134 01 08/01/03 0 WB030610 O 07/01/18 0 8808179 W98/G02 F 95,500.00 ZZ 180 95,500.00 1 5.500 780.31 64 5.250 780.31 CHANTILLY VA 20151 2 06/16/03 00 0436092290 01 08/01/03 0 F0408172 N 07/01/18 0 1 TOTAL NUMBER OF LOANS : 1,283 TOTAL ORIGINAL BALANCE : 209,048,675.00 TOTAL PRINCIPAL BALANCE : 208,338,317.90 TOTAL ORIGINAL P+I : 1,706,386.21 TOTAL CURRENT P+I : 1,706,386.20 *************************** * END OF REPORT * ***************************
EXHIBIT TWO SCHEDULE OF DISCOUNT FRACTIONS Schedule of Discount Fractions Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance 8369272 $195,024.33 4.845% 3.1000% $6,045.75 8371910 $133,509.05 4.970% 0.6000% $801.05 8372686 $222,182.98 4.970% 0.6000% $1,333.10 8377910 $466,000.00 4.970% 0.6000% $2,796.00 8377924 $117,000.00 4.595% 8.1000% $9,477.00 8378008 $72,000.00 4.970% 0.6000% $432.00 8378026 $75,712.68 4.595% 8.1000% $6,132.73 8378052 $305,000.00 4.970% 0.6000% $1,830.00 8378124 $63,758.05 4.595% 8.1000% $5,164.40 8378150 $154,500.00 4.595% 8.1000% $12,514.50 8378168 $87,200.00 4.970% 0.6000% $523.20 8378206 $65,000.00 4.845% 3.1000% $2,015.00 8378210 $138,000.00 4.720% 5.6000% $7,728.00 8378320 $106,000.00 4.720% 5.6000% $5,936.00 8378580 $196,000.00 4.720% 5.6000% $10,976.00 8378680 $206,099.00 4.845% 3.1000% $6,389.07 8379540 $496,000.00 4.845% 3.1000% $15,376.00 8379702 $105,865.00 4.720% 5.6000% $5,928.44 8379936 $106,000.00 4.970% 0.6000% $636.00 8380486 $264,350.00 4.845% 3.1000% $8,194.85 8380566 $204,000.00 4.970% 0.6000% $1,224.00 8380728 $131,500.00 4.970% 0.6000% $789.00 8380836 $144,000.00 4.970% 0.6000% $864.00 8380932 $157,900.00 4.970% 0.6000% $947.40 8380974 $100,000.00 4.720% 5.6000% $5,600.00 8380976 $235,000.00 4.595% 8.1000% $19,035.00 8381044 $159,200.00 4.845% 3.1000% $4,935.20 8381464 $125,500.00 4.595% 8.1000% $10,165.50 8382620 $175,500.00 4.970% 0.6000% $1,053.00 8382780 $200,000.00 4.970% 0.6000% $1,200.00 8383092 $185,000.00 4.970% 0.6000% $1,110.00 8383378 $174,200.00 4.970% 0.6000% $1,045.20 8383486 $251,047.32 4.595% 8.1000% $20,334.83 8384380 $62,200.00 4.970% 0.6000% $373.20 8384662 $233,142.68 4.970% 0.6000% $1,398.86 8384744 $122,000.00 4.970% 0.6000% $732.00 8385346 $373,611.61 4.845% 3.1000% $11,581.96 8386332 $435,000.00 4.720% 5.6000% $24,360.00 8388574 $115,500.00 4.845% 3.1000% $3,580.50 8389830 $530,400.00 4.595% 8.1000% $42,962.40 8389884 $260,000.00 4.845% 3.1000% $8,060.00 8389950 $116,000.00 4.595% 8.1000% $9,396.00 8390074 $650,000.00 4.595% 8.1000% $52,650.00 8390084 $72,000.00 4.970% 0.6000% $432.00 8393640 $156,000.00 4.845% 3.1000% $4,836.00 8393862 $235,000.00 4.720% 5.6000% $13,160.00 8393872 $86,000.00 4.970% 0.6000% $516.00 8398130 $173,500.00 4.970% 0.6000% $1,041.00 8398238 $99,700.00 4.970% 0.6000% $598.20 8398360 $588,000.00 4.970% 0.6000% $3,528.00 8398364 $197,400.00 4.970% 0.6000% $1,184.40 8398372 $322,700.00 4.595% 8.1000% $26,138.70 8398632 $136,000.00 4.720% 5.6000% $7,616.00 Monday, July 28, 2003 Page 1 of 8 8398788 $100,000.00 4.595% 8.1000% $8,100.00 8399052 $167,500.00 4.595% 8.1000% $13,567.50 8400862 $205,000.00 4.845% 3.1000% $6,355.00 8400972 $129,597.00 4.595% 8.1000% $10,497.36 8401332 $55,800.00 4.595% 8.1000% $4,519.80 8401386 $60,000.00 4.970% 0.6000% $360.00 8401456 $200,000.00 4.845% 3.1000% $6,200.00 8402070 $195,000.00 4.720% 5.6000% $10,920.00 8402072 $98,500.00 4.970% 0.6000% $591.00 8402144 $176,700.00 4.970% 0.6000% $1,060.20 8402146 $98,000.00 4.845% 3.1000% $3,038.00 8402224 $94,400.00 4.720% 5.6000% $5,286.40 8402248 $571,245.00 4.845% 3.1000% $17,708.60 8402374 $60,000.00 4.970% 0.6000% $360.00 8402392 $79,700.00 4.970% 0.6000% $478.20 8402502 $230,800.00 4.970% 0.6000% $1,384.80 8402544 $120,000.00 4.970% 0.6000% $720.00 8402558 $300,000.00 4.845% 3.1000% $9,300.00 8402972 $339,000.00 4.970% 0.6000% $2,034.00 8403068 $460,000.00 4.845% 3.1000% $14,260.00 8403464 $145,000.00 4.595% 8.1000% $11,745.00 8405274 $277,000.00 4.920% 1.6000% $4,432.00 8405330 $61,535.12 4.720% 5.6000% $3,445.97 8405382 $80,100.00 4.845% 3.1000% $2,483.10 8405548 $200,000.00 4.970% 0.6000% $1,200.00 8405968 $78,000.00 4.595% 8.1000% $6,318.00 8406138 $91,662.93 4.970% 0.6000% $549.98 8407316 $104,900.00 4.970% 0.6000% $629.40 8407376 $97,300.00 4.970% 0.6000% $583.80 8407426 $152,000.00 4.845% 3.1000% $4,712.00 8407534 $113,000.00 4.720% 5.6000% $6,328.00 8407598 $125,000.00 4.970% 0.6000% $750.00 8407610 $89,000.00 4.970% 0.6000% $534.00 8407672 $124,000.00 4.720% 5.6000% $6,944.00 8407768 $222,000.00 4.970% 0.6000% $1,332.00 8407796 $50,000.00 4.970% 0.6000% $300.00 8407832 $54,000.00 4.970% 0.6000% $324.00 8408332 $101,500.00 4.845% 3.1000% $3,146.50 8408334 $168,000.00 4.970% 0.6000% $1,008.00 8408370 $466,000.00 4.845% 3.1000% $14,446.00 8409622 $279,800.00 4.595% 8.1000% $22,663.80 8411180 $110,850.00 4.595% 8.1000% $8,978.85 8411378 $263,000.00 4.970% 0.6000% $1,578.00 8412044 $143,000.00 4.970% 0.6000% $858.00 8412066 $170,000.00 4.720% 5.6000% $9,520.00 8412134 $235,000.00 4.845% 3.1000% $7,285.00 8412920 $100,000.00 4.720% 5.6000% $5,600.00 8413170 $604,000.00 4.970% 0.6000% $3,624.00 8413546 $95,900.00 4.970% 0.6000% $575.40 8413582 $144,000.00 4.970% 0.6000% $864.00 8413820 $717,000.00 4.720% 5.6000% $40,152.00 8413848 $322,700.00 4.845% 3.1000% $10,003.70 8413894 $68,000.00 4.970% 0.6000% $408.00 8414020 $155,000.00 4.595% 8.1000% $12,555.00 8414062 $241,000.00 4.970% 0.6000% $1,446.00 8414828 $110,500.00 4.845% 3.1000% $3,425.50 8414852 $560,000.00 4.970% 0.6000% $3,360.00 Monday, July 28, 2003 Page 2 of 8 8415292 $202,500.00 4.970% 0.6000% $1,215.00 8415518 $90,000.00 4.720% 5.6000% $5,040.00 8415608 $100,000.00 4.970% 0.6000% $600.00 8415622 $250,000.00 4.970% 0.6000% $1,500.00 8415626 $182,250.00 4.970% 0.6000% $1,093.50 8415682 $70,000.00 4.720% 5.6000% $3,920.00 8416008 $99,000.00 4.595% 8.1000% $8,019.00 8416242 $316,000.00 4.970% 0.6000% $1,896.00 8417868 $174,000.00 4.970% 0.6000% $1,044.00 8417932 $215,400.00 4.845% 3.1000% $6,677.40 8417944 $168,500.00 4.720% 5.6000% $9,436.00 8417958 $73,000.00 4.970% 0.6000% $438.00 8419216 $55,800.00 4.970% 0.6000% $334.80 8419590 $265,000.00 4.720% 5.6000% $14,840.00 8419592 $347,000.00 4.595% 8.1000% $28,107.00 8419638 $152,000.00 4.595% 8.1000% $12,312.00 8419660 $78,000.00 4.970% 0.6000% $468.00 8419888 $140,000.00 4.595% 8.1000% $11,340.00 8420000 $320,000.00 4.970% 0.6000% $1,920.00 8420006 $80,000.00 4.845% 3.1000% $2,480.00 8420140 $181,831.36 4.970% 0.6000% $1,090.99 8420566 $185,200.00 4.720% 5.6000% $10,371.20 8420688 $118,000.00 4.470% 10.6000% $12,508.00 8420698 $88,000.00 4.595% 8.1000% $7,128.00 8420848 $159,300.00 4.595% 8.1000% $12,903.30 8420996 $148,500.00 4.970% 0.6000% $891.00 8421952 $226,000.00 4.970% 0.6000% $1,356.00 8422374 $96,800.00 4.720% 5.6000% $5,420.80 8422500 $71,000.00 4.720% 5.6000% $3,976.00 8423102 $83,000.00 4.970% 0.6000% $498.00 8423186 $88,000.00 4.970% 0.6000% $528.00 8423608 $68,000.00 4.970% 0.6000% $408.00 8424048 $194,584.47 4.970% 0.6000% $1,167.51 8424098 $73,330.34 4.970% 0.6000% $439.98 8426214 $204,000.00 4.720% 5.6000% $11,424.00 8426654 $93,000.00 4.970% 0.6000% $558.00 8426704 $109,500.00 4.595% 8.1000% $8,869.50 8426710 $134,000.00 4.720% 5.6000% $7,504.00 8427450 $166,400.00 4.595% 8.1000% $13,478.40 8427472 $501,000.00 4.845% 3.1000% $15,531.00 8427576 $639,000.00 4.845% 3.1000% $19,809.00 8427672 $532,000.00 4.595% 8.1000% $43,092.00 8427684 $142,200.00 4.970% 0.6000% $853.20 8427820 $206,000.00 4.845% 3.1000% $6,386.00 8428854 $205,000.00 4.095% 18.1000% $37,105.00 8428898 $145,800.00 4.595% 8.1000% $11,809.80 8428900 $193,500.00 4.845% 3.1000% $5,998.50 8428904 $200,000.00 4.345% 13.1000% $26,200.00 8428908 $51,800.00 4.470% 10.6000% $5,490.80 8428928 $176,800.00 4.470% 10.6000% $18,740.80 8428938 $265,000.00 4.720% 5.6000% $14,840.00 8428944 $151,000.00 4.595% 8.1000% $12,231.00 8428956 $322,000.00 4.595% 8.1000% $26,082.00 8428960 $200,000.00 4.970% 0.6000% $1,200.00 8428964 $170,000.00 4.220% 15.6000% $26,520.00 8428978 $134,500.00 4.845% 3.1000% $4,169.50 8428992 $98,300.00 4.345% 13.1000% $12,877.30 Monday, July 28, 2003 Page 3 of 8 8429018 $200,000.00 4.595% 8.1000% $16,200.00 8429048 $305,000.00 4.720% 5.6000% $17,080.00 8429052 $187,600.00 4.595% 8.1000% $15,195.60 8429054 $350,000.00 4.970% 0.6000% $2,100.00 8429058 $215,000.00 4.970% 0.6000% $1,290.00 8429088 $78,400.00 4.970% 0.6000% $470.40 8429094 $200,000.00 4.470% 10.6000% $21,200.00 8429120 $205,000.00 4.720% 5.6000% $11,480.00 8429132 $50,000.00 4.470% 10.6000% $5,300.00 8429134 $284,106.00 4.470% 10.6000% $30,115.24 8429136 $195,000.00 4.720% 5.6000% $10,920.00 8429152 $198,000.00 4.720% 5.6000% $11,088.00 8429170 $300,000.00 4.720% 5.6000% $16,800.00 8429176 $138,000.00 3.970% 20.6000% $28,428.00 8429428 $288,000.00 4.720% 5.6000% $16,128.00 8429434 $150,000.00 4.595% 8.1000% $12,150.00 8429896 $268,000.00 4.595% 8.1000% $21,708.00 8430534 $79,000.00 4.845% 3.1000% $2,449.00 8430672 $47,500.00 4.970% 0.6000% $285.00 8431216 $101,500.00 4.970% 0.6000% $609.00 8433396 $178,000.00 4.970% 0.6000% $1,068.00 8434240 $195,000.00 4.970% 0.6000% $1,170.00 8437442 $135,000.00 4.720% 5.6000% $7,560.00 8438872 $132,000.00 4.845% 3.1000% $4,092.00 8439132 $72,500.00 4.470% 10.6000% $7,685.00 8439340 $205,600.00 4.970% 0.6000% $1,233.60 8439342 $130,600.00 4.595% 8.1000% $10,578.60 8439888 $86,400.00 4.970% 0.6000% $518.40 8448156 $226,500.00 4.970% 0.6000% $1,359.00 8491775 $97,574.89 4.970% 0.6000% $585.45 8587067 $67,735.89 4.845% 3.1000% $2,099.81 8626889 $77,980.38 4.720% 5.6000% $4,366.90 8639101 $171,647.22 4.845% 3.1000% $5,321.06 8666481 $340,481.16 4.970% 0.6000% $2,042.89 8684501 $86,281.51 4.595% 8.1000% $6,988.80 8709291 $195,680.43 4.970% 0.6000% $1,174.08 8714071 $46,701.36 4.970% 0.6000% $280.21 8714783 $133,493.42 4.595% 8.1000% $10,812.97 8719327 $131,516.38 4.970% 0.6000% $789.10 8721877 $369,268.18 4.970% 0.6000% $2,215.61 8722169 $120,547.31 4.720% 5.6000% $6,750.65 8722823 $161,803.00 4.970% 0.6000% $970.82 8724015 $167,533.94 4.970% 0.6000% $1,005.20 8724453 $67,249.31 4.970% 0.6000% $403.50 8724489 $200,516.58 4.970% 0.6000% $1,203.10 8724491 $208,457.83 4.970% 0.6000% $1,250.75 8724533 $97,677.38 4.970% 0.6000% $586.06 8726521 $187,311.21 4.970% 0.6000% $1,123.87 8728041 $99,633.62 4.970% 0.6000% $597.80 8728105 $136,892.77 4.920% 1.6000% $2,190.28 8728353 $102,622.64 4.970% 0.6000% $615.74 8728357 $504,395.21 4.970% 0.6000% $3,026.37 8728389 $65,254.95 4.720% 5.6000% $3,654.28 8728813 $109,596.98 4.970% 0.6000% $657.58 8729979 $239,120.69 4.970% 0.6000% $1,434.72 8731441 $112,482.01 4.845% 3.1000% $3,486.94 8731573 $65,753.06 4.970% 0.6000% $394.52 Monday, July 28, 2003 Page 4 of 8 8731583 $154,426.13 4.845% 3.1000% $4,787.21 8735433 $321,305.98 4.845% 3.1000% $9,960.49 8737713 $29,275.24 4.595% 8.1000% $2,371.29 8737993 $141,479.74 4.970% 0.6000% $848.88 8740355 $169,363.98 4.720% 5.6000% $9,484.38 8740931 $105,221.58 4.970% 0.6000% $631.33 8740937 $130,534.31 4.970% 0.6000% $783.21 8740977 $114,453.29 4.970% 0.6000% $686.72 8741251 $161,400.21 4.845% 3.1000% $5,003.41 8741663 $94,851.21 4.970% 0.6000% $569.11 8743037 $137,478.30 4.595% 8.1000% $11,135.74 8743085 $177,347.85 4.970% 0.6000% $1,064.09 8745295 $139,487.07 4.970% 0.6000% $836.92 8745853 $115,575.00 4.970% 0.6000% $693.45 8746339 $136,492.77 4.845% 3.1000% $4,231.28 8747517 $363,648.63 4.845% 3.1000% $11,273.11 8747581 $223,179.31 4.970% 0.6000% $1,339.08 8748017 $134,505.40 4.970% 0.6000% $807.03 8748635 $174,352.09 4.845% 3.1000% $5,404.91 8748645 $244,102.38 4.970% 0.6000% $1,464.61 8749135 $125,030.47 4.720% 5.6000% $7,001.71 8749169 $80,703.24 4.970% 0.6000% $484.22 8749357 $249,084.06 4.970% 0.6000% $1,494.50 8749435 $50,809.20 4.720% 5.6000% $2,845.32 8749655 $320,918.43 4.970% 0.6000% $1,925.51 8751903 $406,473.56 4.720% 5.6000% $22,762.52 8751943 $155,437.95 4.845% 3.1000% $4,818.58 8752093 $264,018.87 4.845% 3.1000% $8,184.59 8752477 $199,259.53 4.845% 3.1000% $6,177.05 8752513 $134,124.79 4.595% 8.1000% $10,864.11 8753133 $100,000.00 4.970% 0.6000% $600.00 8753151 $115,566.01 4.720% 5.6000% $6,471.70 8753431 $264,029.10 4.970% 0.6000% $1,584.17 8754955 $140,981.57 4.970% 0.6000% $845.89 8755107 $194,278.04 4.845% 3.1000% $6,022.62 8755133 $135,943.33 4.595% 8.1000% $11,011.41 8755577 $171,868.00 4.970% 0.6000% $1,031.21 8755581 $298,877.62 4.720% 5.6000% $16,737.15 8755933 $82,692.70 4.845% 3.1000% $2,563.47 8756101 $111,576.59 4.595% 8.1000% $9,037.70 8756647 $129,174.63 4.970% 0.6000% $775.05 8756869 $212,850.00 4.970% 0.6000% $1,277.10 8756873 $184,322.21 4.970% 0.6000% $1,105.93 8756885 $486,212.08 4.970% 0.6000% $2,917.27 8757031 $221,186.64 4.970% 0.6000% $1,327.12 8757055 $219,193.97 4.970% 0.6000% $1,315.16 8757681 $523,729.11 4.845% 3.1000% $16,235.60 8758151 $100,376.99 4.845% 3.1000% $3,111.69 8761891 $151,014.58 4.595% 8.1000% $12,232.18 8761907 $310,856.90 4.970% 0.6000% $1,865.14 8761941 $117,567.67 4.970% 0.6000% $705.41 8761959 $147,452.05 4.845% 3.1000% $4,571.01 8762005 $156,424.79 4.970% 0.6000% $938.55 8762447 $545,494.08 4.970% 0.6000% $3,272.96 8763233 $80,000.00 4.970% 0.6000% $480.00 8764047 $40,846.60 4.720% 5.6000% $2,287.41 8764221 $97,637.17 4.845% 3.1000% $3,026.75 Monday, July 28, 2003 Page 5 of 8 8764243 $94,651.95 4.970% 0.6000% $567.91 8764405 $256,899.47 4.970% 0.6000% $1,541.40 8765987 $259,027.27 4.720% 5.6000% $14,505.53 8765997 $240,000.00 4.970% 0.6000% $1,440.00 8766075 $135,485.86 4.595% 8.1000% $10,974.35 8766381 $50,000.00 4.970% 0.6000% $300.00 8767617 $123,540.90 4.845% 3.1000% $3,829.77 8768087 $190,300.22 4.970% 0.6000% $1,141.80 8768301 $257,633.19 4.595% 8.1000% $20,868.29 8768421 $139,465.21 4.470% 10.6000% $14,783.31 8768505 $498,129.36 4.720% 5.6000% $27,895.24 8768931 $252,571.23 4.970% 0.6000% $1,515.43 8769485 $531,005.90 4.720% 5.6000% $29,736.33 8770069 $192,000.00 4.970% 0.6000% $1,152.00 8770661 $41,691.57 4.970% 0.6000% $250.15 8770663 $474,256.04 4.970% 0.6000% $2,845.54 8770751 $135,491.19 4.720% 5.6000% $7,587.51 8770783 $142,000.00 4.970% 0.6000% $852.00 8771979 $126,800.00 4.970% 0.6000% $760.80 8771989 $151,000.00 4.595% 8.1000% $12,231.00 8772287 $162,370.85 4.345% 13.1000% $21,270.58 8773073 $98,000.00 4.595% 8.1000% $7,938.00 8773131 $188,720.00 4.845% 3.1000% $5,850.32 8773171 $92,792.00 4.970% 0.6000% $556.75 8773173 $129,917.21 4.845% 3.1000% $4,027.43 8773203 $226,168.33 4.970% 0.6000% $1,357.01 8773427 $134,007.22 4.970% 0.6000% $804.04 8773551 $498,109.76 4.595% 8.1000% $40,346.89 8773555 $92,000.00 4.970% 0.6000% $552.00 8773573 $109,198.45 4.970% 0.6000% $655.19 8774605 $157,103.82 4.595% 8.1000% $12,725.41 8775905 $79,703.81 4.845% 3.1000% $2,470.82 8777213 $79,706.90 4.970% 0.6000% $478.24 8777391 $87,353.77 4.970% 0.6000% $524.12 8777873 $156,000.00 4.595% 8.1000% $12,636.00 8777915 $396,000.00 4.595% 8.1000% $32,076.00 8778095 $460,000.00 4.970% 0.6000% $2,760.00 8778105 $236,000.00 4.970% 0.6000% $1,416.00 8778143 $256,000.00 4.845% 3.1000% $7,936.00 8778171 $64,000.00 4.845% 3.1000% $1,984.00 8778191 $68,400.00 4.720% 5.6000% $3,830.40 8778197 $115,000.00 4.845% 3.1000% $3,565.00 8778261 $97,000.00 4.970% 0.6000% $582.00 8778445 $83,900.00 4.970% 0.6000% $503.40 8779265 $82,994.81 4.970% 0.6000% $497.97 8779331 $56,500.00 4.970% 0.6000% $339.00 8779407 $249,064.68 4.720% 5.6000% $13,947.62 8779527 $202,256.26 4.970% 0.6000% $1,213.54 8779539 $199,236.00 4.470% 10.6000% $21,119.02 8779553 $55,790.48 4.720% 5.6000% $3,124.27 8779575 $498,148.81 4.845% 3.1000% $15,442.61 8779607 $88,866.28 4.720% 5.6000% $4,976.51 8779735 $213,182.52 4.470% 10.6000% $22,597.35 8779739 $231,150.00 4.970% 0.6000% $1,386.90 8779749 $171,342.96 4.470% 10.6000% $18,162.35 8779783 $108,280.44 4.345% 13.1000% $14,184.74 8779789 $207,237.93 4.970% 0.6000% $1,243.43 Monday, July 28, 2003 Page 6 of 8 8779823 $149,450.43 4.970% 0.6000% $896.70 8779825 $127,998.86 4.220% 15.6000% $19,967.82 8779869 $291,926.52 4.970% 0.6000% $1,751.56 8779871 $239,120.69 4.970% 0.6000% $1,434.72 8779889 $239,102.09 4.720% 5.6000% $13,389.72 8779895 $184,307.86 4.720% 5.6000% $10,321.24 8779925 $215,698.44 4.845% 3.1000% $6,686.65 8779945 $231,132.03 4.720% 5.6000% $12,943.39 8779959 $159,401.40 4.720% 5.6000% $8,926.48 8780025 $318,802.79 4.720% 5.6000% $17,852.96 8780069 $105,590.86 4.345% 13.1000% $13,832.40 8780079 $392,541.26 4.845% 3.1000% $12,168.78 8780105 $98,500.00 4.970% 0.6000% $591.00 8780275 $110,781.95 4.720% 5.6000% $6,203.79 8780289 $192,285.44 4.845% 3.1000% $5,960.85 8780295 $95,000.00 4.845% 3.1000% $2,945.00 8780603 $583,531.52 4.845% 3.1000% $18,089.48 8780989 $135,103.19 4.970% 0.6000% $810.62 8781353 $195,281.90 4.970% 0.6000% $1,171.69 8782093 $160,260.68 4.970% 0.6000% $961.56 8782671 $423,600.00 4.970% 0.6000% $2,541.60 8782731 $135,000.00 4.970% 0.6000% $810.00 8782763 $102,600.00 4.970% 0.6000% $615.60 8782841 $96,500.00 4.595% 8.1000% $7,816.50 8782885 $138,500.00 4.970% 0.6000% $831.00 8782933 $132,700.00 4.720% 5.6000% $7,431.20 8785699 $129,623.35 4.970% 0.6000% $777.74 8786105 $135,000.00 4.595% 8.1000% $10,935.00 8786147 $71,730.63 4.720% 5.6000% $4,016.92 8786157 $400,000.00 4.970% 0.6000% $2,400.00 8786637 $188,307.55 4.970% 0.6000% $1,129.85 8786659 $171,349.76 4.595% 8.1000% $13,879.33 8786775 $127,526.10 4.845% 3.1000% $3,953.31 8787243 $129,000.00 4.970% 0.6000% $774.00 8787275 $105,000.00 4.845% 3.1000% $3,255.00 8787283 $187,150.00 4.970% 0.6000% $1,122.90 8787515 $561,000.00 4.970% 0.6000% $3,366.00 8787719 $123,000.00 4.970% 0.6000% $738.00 8787727 $168,500.00 4.720% 5.6000% $9,436.00 8787735 $78,500.00 4.845% 3.1000% $2,433.50 8787759 $102,000.00 4.845% 3.1000% $3,162.00 8787817 $184,000.00 4.970% 0.6000% $1,104.00 8788025 $338,000.00 4.970% 0.6000% $2,028.00 8788713 $69,743.54 4.970% 0.6000% $418.46 8789111 $378,607.76 4.970% 0.6000% $2,271.65 8789115 $189,289.16 4.720% 5.6000% $10,600.19 8789745 $79,300.00 4.595% 8.1000% $6,423.30 8789781 $570,000.00 4.970% 0.6000% $3,420.00 8790679 $232,137.34 4.845% 3.1000% $7,196.26 8791331 $308,000.00 4.595% 8.1000% $24,948.00 8791371 $90,659.55 4.720% 5.6000% $5,076.93 8791549 $180,000.00 4.720% 5.6000% $10,080.00 8791723 $53,600.00 4.720% 5.6000% $3,001.60 8791731 $58,400.00 4.720% 5.6000% $3,270.40 8792423 $354,197.52 4.970% 0.6000% $2,125.19 8792663 $267,495.47 4.720% 5.6000% $14,979.75 8793267 $192,783.59 4.845% 3.1000% $5,976.29 Monday, July 28, 2003 Page 7 of 8 8793565 $194,776.18 4.845% 3.1000% $6,038.06 8794839 $93,257.07 4.970% 0.6000% $559.54 8795859 $107,595.94 4.720% 5.6000% $6,025.37 8796253 $179,000.00 4.720% 5.6000% $10,024.00 8796379 $216,000.00 4.845% 3.1000% $6,696.00 8796393 $163,000.00 4.970% 0.6000% $978.00 8796423 $131,000.00 4.970% 0.6000% $786.00 8797333 $167,378.00 4.845% 3.1000% $5,188.72 8797387 $304,000.00 4.470% 10.6000% $32,224.00 8797477 $206,000.00 4.595% 8.1000% $16,686.00 8797637 $121,900.00 4.970% 0.6000% $731.40 8797747 $257,343.68 4.845% 3.1000% $7,977.65 8798939 $135,000.00 4.470% 10.6000% $14,310.00 8799831 $372,000.00 4.970% 0.6000% $2,232.00 8799863 $113,000.00 4.970% 0.6000% $678.00 8799869 $299,000.00 4.720% 5.6000% $16,744.00 8800045 $161,520.00 4.845% 3.1000% $5,007.12 8800193 $89,000.00 4.970% 0.6000% $534.00 8800393 $123,200.00 4.970% 0.6000% $739.20 8800407 $260,000.00 4.845% 3.1000% $8,060.00 8800415 $310,000.00 4.970% 0.6000% $1,860.00 8800551 $318,815.24 4.845% 3.1000% $9,883.27 8800681 $134,000.00 4.720% 5.6000% $7,504.00 8801671 $30,801.70 4.845% 3.1000% $954.85 8802455 $213,190.98 4.595% 8.1000% $17,268.47 8802463 $182,300.94 4.470% 10.6000% $19,323.90 8802771 $129,523.71 4.970% 0.6000% $777.14 8804395 $133,000.00 4.720% 5.6000% $7,448.00 Monday, July 28, 2003 Page 8 of 8
EXHIBIT THREE INFORMATION TO BE INCLUDED IN MONTHLY DISTRIBUTION DATE STATEMENT (i) (a) the amount of such distribution to the Certificateholders of such Class applied to reduce the Certificate Principal Balance thereof, and (b) the aggregate amount included therein representing Principal Prepayments; (ii) the amount of such distribution to Holders of such Class of Certificates allocable to interest; (iii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall; (iv) the amount of any Advance by the Master Servicer pursuant to Section 4.04; (v) the number and Pool Stated Principal Balance of the Mortgage Loans after giving effect to the distribution of principal on such Distribution Date; (vi) the aggregate Certificate Principal Balance of each Class of Certificates and each of the Senior Percentage and Subordinate Class Percentage, after giving effect to the amounts distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than pursuant to an actual distribution of principal; (vii) the related Subordinate Principal Distribution Amount and Prepayment Distribution Percentage, if applicable; (viii) on the basis of the most recent reports furnished to it by Sub-Servicers, (a) the number and aggregate principal balances of Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Mortgage Loans that are in foreclosure, (b) the number and aggregate principal balances of Reportable Modified Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Reportable Modified Mortgage Loans that are in foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans, other Servicing Modifications and totals, and (c) for all Reportable Modified Mortgage Loans, the number and aggregate Stated Principal Balance of Reportable Modified Mortgage Loans that have been liquidated, the subject of pay-offs and that have been repurchased by the Master Servicer or Seller; (ix) the number, aggregate principal balance and book value of any REO Properties; (x) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates, after giving effect to the distribution made on such Distribution Date; (xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the close of business on such Distribution Date and a description of any change in the calculation of such amounts; (xii) the weighted average Pool Strip Rate for such Distribution Date and the Pass-Through Rate with respect to the Class A-V Certificates and each Subclass, if any, thereof; (xiii) the Notional Amount with respect to each class of Interest Only Certificates and each Subclass Notional Amount; (xiv) the occurrence of the Credit Support Depletion Date; (xv) the related Senior Accelerated Distribution Percentage applicable to such distribution; (xvi) the related Senior Percentage for such Distribution Date; (xvii) the aggregate amount of Realized Losses for such Distribution Date; (xviii) the aggregate amount of any recoveries on previously foreclosed loans from Sellers due to a breach of a representation or warranty assigned to the Trustee pursuant to Section 2.04; (xix) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; and (xx) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. The Trustee's internet website, and assistance in using the website, can be obtained by calling the Trustee's Shareholder Relations desk at (800) 735-7777. To receive this statement via first class mail, telephone the Trustee at (800) 735-7777. EXHIBIT FOUR STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF MARCH 1, 2003 EXECUTION COPY ================================================================================ STANDARD TERMS OF POOLING AND SERVICING AGREEMENT Dated as of March 1, 2003 Residential Accredit Loans, Inc. Mortgage Asset-Backed Pass-Through Certificates ================================================================================
TABLE OF CONTENTS PAGE Article I DEFINITIONS...............................................................2 Section 1.01. Definitions...........................................................2 Section 1.02. Use of Words and Phrases.............................................32 Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........33 Section 2.01. Conveyance of Mortgage Loans.........................................33 Section 2.02. Acceptance by Trustee................................................39 Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company.............................................................40 Section 2.04. Representations and Warranties of Sellers............................42 Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I Certificates..................44 Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular Interests; Acceptance by the Trustee..................................................44 Section 2.07. Issuance of Certificates Evidencing Interests in REMIC II............44 Section 2.08. Purposes and Powers of the Trust.....................................44 Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................45 Section 3.01. Master Servicer to Act as Servicer...................................45 Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations......................46 Section 3.03. Successor Subservicers...............................................47 Section 3.04. Liability of the Master Servicer.....................................48 Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders ........................................................48 Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..... 48 Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account ...................................................................49 Section 3.08. Subservicing Accounts; Servicing Accounts............................51 Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans .....................................................................53 Section 3.10. Permitted Withdrawals from the Custodial Account.....................53 i Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder55 Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage...56 Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments.........................................................57 Section 3.14. Realization Upon Defaulted Mortgage Loans............................59 Section 3.15. Trustee to Cooperate; Release of Mortgage Files......................63 Section 3.16. Servicing and Other Compensation; Compensating Interest..............64 Section 3.17. Reports to the Trustee and the Company...............................65 Section 3.18. Annual Statement as to Compliance....................................65 Section 3.19. Annual Independent Public Accountants' Servicing Report..............66 Section 3.20. Rights of the Company in Respect of the Master Servicer..............66 Section 3.21. Administration of Buydown Funds......................................67 Article IV PAYMENTS TO CERTIFICATEHOLDERS...........................................68 Section 4.01. Certificate Account..................................................68 Section 4.02. Distributions........................................................68 Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting.....................................................68 Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer.............. ......................................70 Section 4.05. Allocation of Realized Losses........................................72 Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property........72 Section 4.07. Optional Purchase of Defaulted Mortgage Loans........................72 Section 4.08. Surety Bond..........................................................72 Article V THE CERTIFICATES.........................................................74 Section 5.01. The Certificates.....................................................74 Section 5.02. Registration of Transfer and Exchange of Certificates................76 Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................81 Section 5.04. Persons Deemed Owners................................................82 Section 5.05. Appointment of Paying Agent..........................................82 ii Article VI THE COMPANY AND THE MASTER SERVICER......................................83 Section 6.01. Respective Liabilities of the Company and the Master Servicer........83 Section 6.02. Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer..........................83 Section 6.03. Limitation on Liability of the Company, the Master Servicer and Others 84 Section 6.04. Company and Master Servicer Not to Resign............................85 Article VII DEFAULT..................................................................86 Section 7.01. Events of Default....................................................86 Section 7.02. Trustee or Company to Act; Appointment of Successor..................88 Section 7.03. Notification to Certificateholders...................................89 Section 7.04. Waiver of Events of Default..........................................89 Article VIII CONCERNING THE TRUSTEE...................................................90 Section 8.01. Duties of Trustee....................................................90 Section 8.02. Certain Matters Affecting the Trustee................................91 Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans................93 Section 8.04. Trustee May Own Certificates.........................................93 Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.93 Section 8.06. Eligibility Requirements for Trustee.................................94 Section 8.07. Resignation and Removal of the Trustee...............................95 Section 8.08. Successor Trustee....................................................95 Section 8.09. Merger or Consolidation of Trustee...................................96 Section 8.10. Appointment of Co-Trustee or Separate Trustee........................96 Section 8.11. Appointment of Custodians............................................97 Section 8.12. Appointment of Office or Agency......................................98 Article IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES.....................99 Section 9.01. Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans........ ....................................................99 iii Section 9.02. Additional Termination Requirements.................................102 Section 9.03. Termination of Multiple REMICs......................................103 Article X REMIC PROVISIONS........................................................104 Section 10.01.REMIC Administration................................................104 Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification....107 Section 10.03.Designation of REMIC(s).............................................108 Article XI MISCELLANEOUS PROVISIONS................................................109 Section 11.01.Amendment...........................................................109 Section 11.02.Recordation of Agreement; Counterparts..............................111 Section 11.03.Limitation on Rights of Certificateholders..........................112 Section 11.04.Governing Law.......................................................112 Section 11.05.Notices.............................................................113 Section 11.06.Required Notices to Rating Agency and Subservicer...................114 Section 11.07.Severability of Provisions..........................................114 Section 11.08.Supplemental Provisions for Resecuritization........................114 Section 11.09.Allocation of Voting Rights.........................................114 Section 11.10.No Petition.........................................................114 iv EXHIBITS Exhibit A: Form of Class A Certificate Exhibit B: Form of Class M Certificate Exhibit C: Form of Class B Certificate Exhibit D: Form of Class R Certificate Exhibit E: Form of Seller/Servicer Contract Exhibit F: Forms of Request for Release Exhibit G-1: Form of Transfer Affidavit and Agreement Exhibit G-2: Form of Transferor Certificate Exhibit H: Form of Investor Representation Letter Exhibit I: Form of Transferor Representation Letter Exhibit J: Form of Rule 144A Investment Representation Letter Exhibit K: Text of Amendment to Pooling and Servicing Agreement Pursuant to Section 11.01(e) for a Limited Guaranty Exhibit L: Form of Limited Guaranty Exhibit M: Form of Lender Certification for Assignment of Mortgage Loan Exhibit N: Request for Exchange Form Exhibit O: Form of Form 10-K Certification Exhibit P: Form of Back-Up Certification to Form 10-K Certificate Exhibit Q: Information to be Provided by the Master Servicer to the Rating Agencies Relating to Reportable Modified Mortgage Loans
This is the Standard Terms of Pooling and Servicing Agreement, dated as of March 1, 2003 (the "Standard Terms", and as incorporated by reference into a Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL ACCREDIT LOANS, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and the trustee named in the applicable Series Supplement (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT: The Company intends to sell certain mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued under the Agreement in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: 1 ARTICLE I DEFINITIONS Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Accretion Termination Date: As defined in the Series Supplement. Accrual Certificates: As defined in the Series Supplement. Accrued Certificate Interest: With respect to each Distribution Date, as to any Class or Subclass of Certificates (other than any Principal Only Certificates), interest accrued during the related Interest Accrual Period at the related Pass-Through Rate on the Certificate Principal Balance or Notional Amount thereof immediately prior to such Distribution Date. Accrued Certificate Interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months. In each case Accrued Certificate Interest on any Class or Subclass of Certificates will be reduced by the amount of: (i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group (to the extent not offset by the Master Servicer with a payment of Compensating Interest as provided in Section 4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized Losses on all Mortgage Loans or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group (including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses) not allocated solely to one or more specific Classes of Certificates pursuant to Section 4.05, (iii) the interest portion of Advances that were (A) previously made with respect to a Mortgage Loan or REO Property on all Mortgage Loans or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group, which remained unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property and (B) made with respect to delinquencies that were ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, and (iv) any other interest shortfalls not covered by the subordination provided by the Class M Certificates and Class B Certificates, including interest that is not collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar legislation or regulations as in effect from time to time, 2 with all such reductions allocated (A) among all of the Certificates in proportion to their respective amounts of Accrued Certificate Interest payable on such Distribution Date absent such reductions or (B) if the Mortgage Pool is comprised of two or more Loan Groups, the related Senior Percentage of such reductions among the related Senior Certificates in proportion to the amounts of Accrued Certificate Interest payable from the related Loan Group on such Distribution Date absent such reductions, with the remainder of such reductions allocated among the holders of the Class M Certificates and Class B Certificates in proportion to their respective amounts of Accrued Certificate Interest payable on such Distribution Date absent such reductions. In addition to that portion of the reductions described in the preceding sentence that are allocated to any Class of Class B Certificates or any Class of Class M Certificates, Accrued Certificate Interest on such Class of Class B Certificates or such Class of Class M Certificates will be reduced by the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of Class B Certificates or such Class of Class M Certificates pursuant to Section 4.05. Addendum and Assignment Agreement: The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer. Additional Collateral: Any of the following held, in addition to the related Mortgaged Property, as security for a Mortgage Loan: (i) all money, securities, security entitlements, accounts, general intangibles, payment rights, instruments, documents, deposit accounts, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description now existing or hereafter acquired which is pledged as security for the repayment of such Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities, security entitlements, accounts, general intangibles, payment rights, instruments, documents, deposit accounts, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description now existing or hereafter acquired which is pledged as collateral for such guarantee or (B) any mortgaged property securing the performance of such guarantee, or (iii) such other collateral as may be set forth in the Series Supplement. Additional Collateral Loan: Each Mortgage Loan that is supported by Additional Collateral. Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of determination, the Mortgage Rate borne by the related Mortgage Note, less the rate at which the related Subservicing Fee accrues. Advance: As to any Mortgage Loan, any advance made by the Master Servicer, pursuant to Section 4.04. 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. 3 Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity Corporation). Amount Held for Future Distribution: As to any Distribution Date and, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, each Loan Group, the total of the amounts held in the Custodial Account at the close of business on the preceding Determination Date on account of (i) Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds, Curtailments, Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04 received or made in the month of such Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to have been received in the preceding month in accordance with Section 3.07(b)), and Principal Prepayments in Full made after the related Prepayment Period, and (ii) payments which represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the related Due Date. Appraised Value: As to any Mortgaged Property, the lesser of (i) the appraised value of such Mortgaged Property based upon the appraisal made at the time of the origination of the related Mortgage Loan, and (ii) the sales price of the Mortgaged Property at such time of origination, except in the case of a Mortgaged Property securing a refinanced or modified Mortgage Loan as to which it is either the appraised value determined above or the appraised value determined in an appraisal at the time of refinancing or modification, as the case may be. Assigned Contracts: With respect to any Pledged Asset Loan: the Credit Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage Corporation, National Financial Services Corporation and the Mortgagor or other person pledging the related Pledged Assets; the Additional Collateral Agreement, between GMAC Mortgage Corporation and the Mortgagor or other person pledging the related Pledged Assets; or such other contracts as may be set forth in the Series Supplement. Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county, if permitted by law and accompanied by an Opinion of Counsel to that effect. 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 4 Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in respect of such Distribution Date and (vii) the proceeds of any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (w) aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount shall be determined separately for each Loan Group. Additionally, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, if on any Distribution Date Compensating Interest provided pursuant to this Section 3.16(e) is less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in connection with Principal Prepayments in Full and Curtailments made in the prior calendar month, such Compensating Interest shall be allocated on such Distribution Date to the Available Distribution Amount for each Loan Group on a pro rata basis in accordance with the respective amounts of such Prepayment Interest Shortfalls incurred on the Mortgage Loans in such Loan Group in respect of such Distribution Date. Bankruptcy Code: The Bankruptcy Code of 1978, as amended. Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation or Debt Service Reduction; provided, however, that neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long as the Master Servicer has notified the Trustee in writing that the Master Servicer is diligently pursuing any remedies that may exist in connection with the representations and warranties made regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case without giving effect to any Debt Service Reduction. 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. 5 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 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 preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount for that Distribution Date. Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan. Certificate Account Deposit Date: As to any Distribution Date, the Business Day prior thereto. Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register, and, in respect of any Insured Certificates, the Certificate Insurer to the extent of Cumulative Insurance 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. 6 Certificate Insurer: As defined in the Series Supplement. Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate, as reflected on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise on the books of the Depository. Certificate Principal Balance: With respect to each Certificate (other than any Interest Only Certificate), on any date of determination, an amount equal to: (i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof, plus (ii) any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.02, plus (iii) in the case of each Accrual Certificate, an amount equal to the aggregate Accrued Certificate Interest added to the Certificate Principal Balance thereof prior to such date of determination, minus (iv) the sum of (x) the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that the Certificate Principal Balance of each Certificate of the Class of Subordinate Certificates with the Lowest Priority at any given time shall be further reduced by an amount equal to the Percentage Interest represented by such Certificate multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance of all Classes of Certificates then outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage Loans. 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. 7 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. 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 Section. 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, 8 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 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. 9 Definitive Certificate: Any Certificate other than a Book-Entry Certificate. Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage Loan. Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59 days" or "30 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the last business day immediately prior to the next following monthly scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the last business day immediately prior to the second following monthly scheduled due date; and so on. 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. 10 Disqualified Organization: Any organization defined as a "disqualified organization" under Section 860E(e)(5) of the Code, and if not otherwise included, any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for the Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any "electing large partnership," as defined in Section 775(a) of the Code and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms "United States", "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. Distribution Date: The 25th day of any month beginning in the month immediately following the month of the initial issuance of the Certificates or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day. Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due Period on which the Monthly Payment is due. Due Period: With respect to any Distribution Date, the one-month period set forth in the Series Supplement. Eligible Account: An account that is any of the following: (i) maintained with a depository institution the debt obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Trustee and each Rating Agency) the registered Holders of Certificates have a claim with respect to the funds in such account or a perfected first security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of the Custodial Account, a trust account or accounts maintained in the corporate trust department of Bank One, National Association, or (iv) in the case of the Certificate Account, a trust account or accounts maintained in the corporate trust division of the Trustee, or (v) an account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Certificate Account will not reduce the rating 11 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 pplicable 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: 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 12 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 Ratings or its successor in interest. ----- Foreclosure Profits: As to any Distribution Date or related Determination Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the month in which such Cash Liquidation or REO Disposition occurred. Form 10-K Certification: As defined in Section 4.03(e). Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the origination of such Mortgage Loan. 13 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. 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. 14 Interim Certification: As defined in Section 2.02. International Borrower: In connection with any Mortgage Loan, a borrower who is (a) a United States citizen employed in a foreign country, (b) a non-permanent resident alien employed in the United States or (c) a citizen of a country other than the United States with income derived from sources outside the United States. Junior Certificateholder: The Holder of not less than 95% of the Percentage Interests of the Junior Class of Certificates. Junior Class of Certificates: The Class of Subordinate Certificates outstanding as of the date of the repurchase of a Mortgage Loan pursuant to Section 4.07 herein that has the Lowest Priority. Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered. Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by the Master Servicer in connection with the taking of an entire Mortgaged Property by exercise of the power of eminent domain or condemnation or in connection with the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds. Loan Group: Any group of Mortgage Loans designated as a separate loan group in the Series Supplement. The Certificates relating to each Loan Group will be designated in the Series Supplement. Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of which is the current principal balance of the related Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property. Lower Priority: As of any date of determination and any Class of Subordinate Certificates, any other Class of Subordinate Certificates then outstanding with a later priority for payments pursuant to Section 4.02 (a). Lowest Priority: As of any date of determination, the Class of Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, with the latest priority for payments pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates. Maturity Date: The latest possible maturity date, solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the Certificate Principal Balance of each Class of Certificates (other than the Interest Only Certificates which have no Certificate Principal Balance) and each Uncertificated REMIC Regular Interest would be reduced to zero, as designated in the Series Supplement. 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 Net Mortgage Rate: As to any Mortgage Loan that is the subject of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was reduced. MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof. Monthly Payment: With respect to any Mortgage Loan (including any REO Property) and any Due Date, the payment of principal and interest due thereon in accordance with the amortization schedule at the time applicable thereto (after adjustment, if any, for Curtailments and for Deficient Valuations occurring prior to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period and before any Servicing Modification that constitutes a reduction of the interest rate on such Mortgage Loan). Moody's: Moody's Investors Service, Inc., or its successor in interest. Mortgage: With respect to each Mortgage Note related to a Mortgage Loan which is not a Cooperative Loan, the mortgage, deed of trust or other comparable instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note. Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement. Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally so held being identified in the initial Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation, (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative 16 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 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. 17 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. 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; 18 (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 (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. 19 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, payment intangibles, instruments, documents, deposit accounts, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description pledged by Combined Collateral LLC as security in respect of any Realized Losses in connection with such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any related collateral, or such other collateral as may be set forth in the Series Supplement. Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master Servicer. Pooling and Servicing Agreement or Agreement: With respect to any Series, this Standard Terms together with the related Series Supplement. Pool Stated Principal Balance: As to any Distribution Date, the aggregate of the Stated Principal Balances of each Mortgage Loan. Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the Discount Net Mortgage Rate (but not less than 0.00%) per annum. Prepayment Distribution Trigger: With respect to any Distribution Date and any Class of Subordinate Certificates (other than the Class M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to the sum of the related Initial Subordinate Class Percentages of such Classes of Subordinate Certificates. Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during the portion of the related Prepayment Period that falls during the prior calendar month, an amount equal to the excess of one month's interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of interest 20 (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 in which that Distribution Date occurs and ending on the 15th day of the month in which such Distribution Date occurs. Primary Insurance Policy: Each primary policy of mortgage guaranty insurance or any replacement policy therefor referred to in Section 2.03(b)(iv) and (v). Principal Only Certificates: A Class of Certificates not entitled to payments of interest, and more specifically designated as such in the Series Supplement. Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest on such payment due on any date or dates in any month or months subsequent to the month of prepayment. Principal Prepayment in Full: Any Principal Prepayment of the entire principal balance of a Mortgage Loan that is made by the Mortgagor. Program Guide: Collectively, the Client Guide and the Servicer Guide for Residential Funding's Expanded Criteria Mortgage Program. Purchase Price: With respect to any Mortgage Loan (or REO Property) required to be or otherwise purchased on any date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the case of a purchase made by the Master Servicer) on the Stated Principal Balance thereof to the Due Date in the Due Period related to the Distribution Date occurring in the month following the month of purchase from the Due Date to which interest was last paid by the Mortgagor. Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Residential Funding or the Company for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers' Certificate delivered to the Trustee, with a copy to the Custodian, (i) have an outstanding principal balance, after deduction of the principal portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate 21 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; (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 22 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, (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. 23 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. REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code. REMIC Administrator: Residential Funding Corporation. If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement. REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary and final regulations (or, to the extent not inconsistent with such temporary or final regulations, proposed regulations) and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time. REO Acquisition: The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14. REO Disposition: As to any REO Property, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and recoveries (including proceeds of a final sale) which the Master Servicer expects to be finally recoverable from the sale or other disposition of the REO Property. REO Imputed Interest: As to any REO Property, for any period, an amount equivalent to interest (at the Net Mortgage Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof for such period. REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property or, with respect to a Cooperative Loan, the related Cooperative Apartment) which proceeds are required to be deposited into the Custodial Account only upon the related REO Disposition. REO Property: A Mortgaged Property acquired by the Master Servicer through foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan. Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been subject to an interest rate reduction, (ii) has been subject to a term extension or (iii) has had amounts owing on such Mortgage Loan capitalized by adding such amount to the Stated Principal Balance of such Mortgage Loan; provided, however, 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 24 Mortgage Loan has not been delinquent in payments of principal and interest for six months since the date of such modification if that interest rate reduction is not made permanent thereafter. Request for Release: A request for release, the forms of which are attached as Exhibit F hereto, or an electronic request in a form acceptable to the Custodian. Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to be maintained from time to time under this Agreement, the Program Guide or the related Subservicing Agreement in respect of such Mortgage Loan. Required Surety Payment: With respect to any Additional Collateral Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if any, of (a) the amount of Additional Collateral required at origination with respect to such Mortgage Loan over (b) the net proceeds realized by the Subservicer from the related Additional Collateral. Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Company and any successor thereto. Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or Assistant Trust Officer with particular responsibility for this transaction, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers to whom, with respect to a particular matter, such matter is referred. Retail Certificates: A Senior Certificate, if any, offered in smaller minimum denominations than other Senior Certificates, and designated as such in the Series Supplement. Schedule of Discount Fractions: The schedule setting forth the Discount Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to the Series Supplement. Security Agreement: With respect to a Cooperative Loan, the agreement creating a security interest in favor of the originator in the related Cooperative Stock. Seller: As to any Mortgage Loan, a Person, including any Subservicer, that executed a Seller's Agreement applicable to such Mortgage Loan. Seller's Agreement: An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide. Senior Accelerated Distribution Percentage: With respect to any Distribution Date occurring on or prior to the 60th Distribution Date and, with 25 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 26 (ii) that for any Distribution Date on which the Senior Percentage is greater than the Senior Percentage as of the Closing Date, the Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%, or, if the Mortgage Pool is comprised of two or more Loan Groups, for any Distribution Date on which the weighted average of the Senior Percentages for each Loan Group, weighted on the basis of the Stated Principal Balances of the Mortgage Loans in the related Loan Group, exceeds the weighted average of the initial Senior Percentages (calculated on such basis) for each Loan Group, each of the Senior Accelerated Distribution Percentages for such Distribution Date will equal 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the related Senior Certificates (other than the Class A-P Certificates, if any) to zero, the related Senior Accelerated Distribution Percentage shall thereafter be 0%. Senior Certificate: As defined in the Series Supplement. ------------------ Senior Percentage: As defined in the Series Supplement. ----------------- Senior Support Certificate: A Senior Certificate that provides additional credit enhancement to certain other classes of Senior Certificates and designated as such in the Preliminary Statement of the Series Supplement. Series: All of the Certificates issued pursuant to a Pooling and Servicing Agreement and bearing the same series designation. Series Supplement: The agreement into which this Standard Terms is incorporated and pursuant to which, together with this Standard Terms, a Series of Certificates is issued. Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08. Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in connection with a default, delinquency or other unanticipated event by the Master Servicer or a Subservicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property or, with respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or judicial proceedings, including foreclosures, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management and liquidation of any REO Property, (iv) any mitigation procedures implemented in accordance with Section 3.07, and (v) compliance with the obligations under Sections 3.01, 3.08, 3.11, 3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides services such as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage loans, reasonable compensation for such services. Servicing 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. 27 Servicing Modification: Any reduction of the interest rate on or the outstanding principal balance of a Mortgage Loan, any extension of the final maturity date of a Mortgage Loan, and any increase to the outstanding principal balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid principal and interest and other amounts owing under the Mortgage Loan, in each case pursuant to a modification of a Mortgage Loan that is in default, or for which, in the judgment of the Master Servicer, default is reasonably foreseeable in accordance with Section 3.07(a). Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Master Servicer, as such list may from time to time be amended. Special Hazard Loss: Any Realized Loss not in excess of the cost of the lesser of repair or replacement of a Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged Property (or Cooperative Apartment) on account of direct physical loss, exclusive of (i) any loss of a type covered by a hazard policy or a flood insurance policy required to be maintained in respect of such Mortgaged Property pursuant to Section 3.12(a), except to the extent of the portion of such loss not covered as a result of any coinsurance provision and (ii) any Extraordinary Loss. Standard & Poor's: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successor in interest. Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, 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 has been increased pursuant to a Servicing Modification, minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period ending 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. 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). 28 Subordinate Certificate: Any one of the Class M Certificates or Class B Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively. Subordinate Class Percentage: With respect to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of such Class of Subordinate Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Subordinate Percentage: As of any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100% minus the related Senior Percentage as of such Distribution Date. Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.10) or surplus amounts held by the Master Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the related Seller pursuant to the applicable Seller's Agreement and assigned to the Trustee pursuant to Section 2.04) specifically related to a Mortgage Loan that was the subject of a Cash Liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss. Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a Subservicing Agreement. Subservicer: Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who generally satisfied the requirements set forth in the Program Guide in respect of the qualification of a Subservicer as of the date of its approval as a Subservicer by the Master Servicer. Subservicer Advance: Any delinquent installment of principal and interest on a Mortgage Loan which is advanced by the related Subservicer (net of its Subservicing Fee) pursuant to the Subservicing Agreement. Subservicing Account: An account established by a Subservicer in accordance with Section 3.08. Subservicing Agreement: The written contract between the Master Servicer and any Subservicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of the servicer contract referred to or contained in the Program Guide or in such other form as has been approved by the Master Servicer and the Company. With respect to Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement shall also include the Addendum and Assignment Agreement and the Pledged Asset 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. 29 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 related to a Series, with respect to which one or more REMIC elections are to be made pursuant to this Agreement, consisting of: (i) the Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans, (ii) all payments on and collections in respect of the Mortgage Loans due after the Cut-off Date as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund, including the proceeds from the liquidation of Additional Collateral for any Additional Collateral Loan or Pledged Assets for any Pledged Asset Loan, but not including amounts on deposit in the Initial Monthly Payment Fund, 30 (iii) property that secured a Mortgage Loan and that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged Assets with respect to each Pledged Asset Loan, and the interest in the Surety Bond transferred to the Trustee pursuant to Section 2.01, and (v) all proceeds of clauses (i) through (iv) above. Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to fiscal periods ending on or after December 15, 1995. Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies. United States Person or U.S. Person: (i) A citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership for United States federal income tax purposes organized in or under the laws of the United States or any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations provide otherwise), provided that, for purposes solely of the restrictions on the transfer of residual interests, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person or U.S. Person unless all persons that own an interest in such partnership either directly or indirectly through any chain of entities no one of which is a corporation for United States federal income tax purposes are required by the applicable operating agreement to be United States Persons, (iii) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain Trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons will also be a U.S. Person. 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. 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. 31 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. (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; (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. 32 and (II) with respect to each Cooperative Loan so assigned: (i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to the Trustee; (iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank; (iv) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan; (v) The Security Agreement; (vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause (vi) above showing an unbroken chain of title from the originator to the Trustee, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (viii) An executed assignment of the interest of the originator in the Security Agreement, Assignment of Proprietary Lease and the recognition agreement referenced in clause (iv) above, showing an unbroken chain of title from the originator to the Trustee; (ix) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Cooperative Loan; and (x) A duly completed UCC-1 financing statement showing the Master Servicer as debtor, the Company as secured party and the Trustee as assignee and a duly completed UCC-1 financing statement showing the Company as debtor and the Trustee as secured party, each in a form sufficient for filing, evidencing the interest of such debtors in the Cooperative Loans. (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 33 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 Trustee and the Master Servicer, such recording is not required to protect the Trustee's interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Company or the originator of such Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns, and shall promptly cause to be filed the Form UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to the Company because of any defect therein, the Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause such Assignment to be recorded in accordance with this paragraph. The Company shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such 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 34 in the name of the Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02. Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and (v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the original may be delivered to the Trustee or the Custodian. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Company further agrees that it will cause, at the Company's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Company to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Company further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (e) Residential Funding hereby assigns to the Trustee its security interest in and to any Additional Collateral or Pledged Assets, its right to receive amounts due or to become due in respect of any Additional Collateral or Pledged Assets pursuant to the related Subservicing Agreement and its rights as beneficiary under the Surety Bond in respect of any Additional Collateral Loans. With respect to any Additional Collateral Loan or Pledged Asset Loan, Residential Funding shall cause to be filed in the appropriate recording office a UCC-3 statement giving notice of the assignment of the related security interest to the Trust Fund and shall thereafter cause the timely filing of all necessary continuation statements with regard to such financing statements. (f) It is intended that the conveyance by the Company to the Trustee of the Mortgage Loans as provided for in this Section 2.01 be and the Uncertificated REMIC Regular Interests, if any (as provided for in Section 2.06), be construed as a sale by the Company to the Trustee of the Mortgage Loans and any Uncertificated REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular Interests by the Company to the Trustee to secure a debt or other obligation of the Company. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to 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, 35 including (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii) with respect to each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note and Mortgage, and (iii) any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Company to the Trustee of any security interest in any and all of Residential Funding's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted by Residential Funding to the Company pursuant to the Assignment Agreement; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 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. 36 (g) The Master Servicer hereby acknowledges the receipt by it of the Initial Monthly Payment Fund. The Master Servicer shall hold such Initial Monthly Payment Fund in the Custodial Account and shall include such Initial Monthly Payment Fund in the Available Distribution Amount for the initial Distribution Date. Notwithstanding anything herein to the contrary, the Initial Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the Initial Monthly Payment Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC, (2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to the Initial Monthly Payment Fund shall be treated as transferred to the Seller or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. (h) The Company agrees that the sale of each Pledged Asset Loan pursuant to this Agreement will also constitute the assignment, sale, setting-over, transfer and conveyance to the Trustee, without recourse (but subject to the Company's covenants, representations and warranties specifically provided herein), of all of the Company's obligations and all of the Company's right, title and interest in, to and under, whether now existing or hereafter acquired as owner of the Mortgage Loan with respect to any and all money, securities, security entitlements, accounts, general intangibles, payment intangibles, instruments, documents, deposit accounts, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description consisting of, arising from or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies of the Company as owner of such Mortgage Loan under or in connection with the Assigned Contracts, whether arising under the terms of such Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default by the Mortgagor under or in connection with the Assigned Contracts, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) the Pledged Amounts and all money, securities, security entitlements, accounts, general intangibles, payment intangibles, instruments, documents, deposit accounts, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description and all cash and non-cash proceeds of the sale, exchange, or redemption of, and all stock or conversion rights, rights to subscribe, liquidation dividends or preferences, stock dividends, rights to interest, dividends, earnings, income, rents, issues, profits, interest payments or other distributions of cash or other property that secures a Pledged Asset Loan, (iv) all documents, books and records concerning the foregoing (including all computer programs, tapes, disks and related items containing any such information) and (v) all insurance proceeds (including proceeds from the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation or any other insurance company) of any of the foregoing or replacements thereof or substitutions therefor, proceeds of 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 37 2.01(b)(i) above (except that for purposes of such acknowledgement only, a Mortgage Note may be endorsed in blank) and declares that it, or a Custodian as its agent, holds and will hold such documents and the other documents constituting a part of the Mortgage Files delivered to it, or a Custodian as its agent, and the rights of Residential Funding with respect to any Pledged Assets, Additional Collateral and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust for the use and benefit of all present and future Certificateholders. The Trustee or Custodian (such Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of Certificateholders, to review each Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain that all required documents (specifically as set forth in Section 2.01(b)), have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to the Trustee a certificate (the "Interim Certification") to the effect that all documents required to be delivered pursuant to Section 2.01(b) above have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. Upon delivery of the Mortgage Files by the Company or the Master Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(c) above. If the Custodian, as the Trustee's agent, finds any document or documents constituting a part of a Mortgage File to be missing or defective, the Trustee shall promptly so notify the Master Servicer and the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master Servicer, the Company and the Trustee of any such omission or defect found by it in respect of any Mortgage File held by it in respect of the items reviewed by it pursuant to the Custodial Agreement. If such omission or defect materially and adversely affects the interests of the Certificateholders, the Master Servicer shall promptly notify the related Subservicer or Seller of such omission or defect and request that such Subservicer or Seller correct or cure such omission or defect within 60 days from the date the Master Servicer was notified of such omission or defect and, if such Subservicer or Seller does not correct or cure such omission or defect within such period, that such Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its Purchase Price, in either case within 90 days from the date the Master Servicer was notified of such omission or defect; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The Purchase Price for any such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be deposited or caused to be deposited by the Master Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as the case may be, shall release to the Master 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 38 Mortgage is registered on the MERS(R) System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to such Subservicer or Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Seller or the Subservicer, as the case may be, to so cure or purchase any Mortgage Loan as to which a material and adverse defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to Certificateholders or the Trustee on behalf of the Certificateholders. Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company. -------------------------------------- (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is or will be in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not violate the Master Servicer's Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Company, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (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; 39 (v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vi) The Master Servicer will comply in all material respects in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Required Insurance Policy; (vii) No information, certificate of an officer, statement furnished in writing or report delivered to the Company, any Affiliate of the Company or the Trustee by the Master Servicer will, to the knowledge of the Master Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not misleading; (viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will comply with the provisions of Section 3.02; and (ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Company, the Master Servicer, the Trustee or any Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the 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. 40 Section 2.04. Representations and Warranties of Sellers. ----------------------------------------- The Company, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment Agreement or the Company's rights under such Seller's Agreement relate to the representations and warranties made by Residential Funding or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement that have been assigned to the Trustee pursuant to this Section 2.04 or of a breach of any of the representations and warranties made in the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify the related Seller or Residential Funding, as the case may be, of such breach and request that such Seller or Residential Funding, as the case may be, either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that in the case of a breach under the Assignment Agreement Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. 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 41 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 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/Issuance of Certificates Evidencing Interests in REMIC I Certificates. As provided in Section 2.05 of the Series Supplement. 42 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. 43 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01. Master Servicer to Act as Servicer. ---------------------------------- (a) The Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and the respective Mortgage Loans and shall have full power and authority, acting alone or through Subservicers as provided in Section 3.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Subservicer is hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution or completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related Insurer, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.16(c), with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System, it becomes necessary to remove any Mortgage Loan from registration on the MERS System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to the Master Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal 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. 44 The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. The Trustee shall not be liable for any action taken by the Master Servicer or any Subservicer pursuant to such powers of attorney. In servicing and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with this Agreement, comply with the Program Guide as if it were the originator of such Mortgage Loan and had retained the servicing rights and obligations in respect thereof. In connection with servicing and administering the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may perform services such as appraisals and brokerage services that are not customarily provided by servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.10 and (ii) may, at its own discretion and on behalf of the Trustee, obtain credit information in the form of a "credit score" from a credit repository. (b) All costs incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable to the extent permitted by Section 3.10(a)(ii). (c) The Master Servicer may enter into one or more agreements in connection with the offering of pass-through certificates evidencing interests in one or more of the Certificates providing for the payment by the Master Servicer of amounts received by the Master Servicer as servicing compensation hereunder and required to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which payment obligation will thereafter be an obligation of the Master Servicer hereunder. Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations. (a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required or permitted by the Program Guide and are not inconsistent with this Agreement and as the Master Servicer and the Subservicer have agreed. A representative form of Subservicing Agreement is attached to this Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer 45 may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement and of each Seller under the related Seller's Agreement insofar as the Company's rights with respect to Seller's obligation has been assigned to the Trustee hereunder, to the extent that the non-performance of any such Seller's obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase a Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not intended to, and does not, limit the ability of the Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of a Seller's obligations (insofar as the Company's rights with respect to such Seller's obligations have been assigned to the Trustee hereunder) and are reimbursable pursuant to Section 3.10(a)(viii). Section 3.03. Successor Subservicers. ---------------------- The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master Servicer enters into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use reasonable efforts to have the successor Subservicer assume liability for the representations and warranties 46 made by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the terminated Subservicer from liability for such representations and warranties. Section 3.04. Liability of the Master Servicer. -------------------------------- Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the Company and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Subservicer or Seller for indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders. Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master Servicer alone and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in any way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as referred to in Section 2.02 hereof. Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee. --------------------------------------------------------------- (a) If the Master Servicer shall for any reason no longer be the master servicer (including by reason of an Event of Default), the Trustee, its designee or its successor shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that may have been entered into. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party to the Subservicing Agreement to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement. (b) The Master Servicer shall, upon request of the Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records 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. 47 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. 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 term of such Mortgage Loan, and such amounts may be added to the outstanding principal balance of a Mortgage Loan only once during the life of such Mortgage Loan. Also, the addition of such amounts described in the preceding sentence 48 shall be implemented in accordance with the Program Guide and may be implemented only by Subservicers that have been approved by the Master Servicer for such purpose. In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the terms of the Mortgage Note and local law and practice, may permit the Mortgage Loan to be reamortized such that the Monthly Payment is recalculated as an amount that will fully amortize the remaining Stated Principal Balance thereof by the original Maturity Date based on the original Mortgage Rate; provided, that such re-amortization shall not be permitted if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes, except if such reissuance is described in Treasury Regulation Section 1.860G-2(b)(3). (b) The Master Servicer shall establish and maintain a Custodial Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the following payments and collections remitted by Subservicers or received by it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date): (i) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage Loans and the principal component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred; (ii) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including Buydown Funds, if any, and the interest component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred; (iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net of any related expenses of the Subservicer); (iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04 or 4.07 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 (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 49 the nature of prepayment charges or late payment charges or assumption fees may but need not be deposited by the Master Servicer in the Custodial Account. In the event any amount not required to be deposited in the Custodial Account is so deposited, the Master Servicer may at any time withdraw such amount from the Custodial Account, any provision herein to the contrary notwithstanding. The Custodial Account may contain funds that belong to one or more trust funds created for mortgage pass-through certificates of other series and may contain other funds respecting payments on mortgage loans belonging to the Master Servicer or serviced or master serviced by it on behalf of others. Notwithstanding such commingling of funds, the Master Servicer shall keep records that accurately reflect the funds on deposit in the Custodial Account that have been identified by it as being attributable to the Mortgage Loans. With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may elect to treat such amounts as included in the Available Distribution Amount for the Distribution Date in the month of receipt, but is not obligated to do so. If the Master Servicer so elects, such amounts will be deemed to have been received (and any related Realized Loss shall be deemed to have occurred) on the last day of the month prior to the receipt thereof. (c) The Master Servicer shall use its best efforts to cause the institution maintaining the Custodial Account to invest the funds in the Custodial Account attributable to the Mortgage Loans in Permitted Investments which shall mature not later than the Certificate Account Deposit Date next following the date of such investment (with the exception of the Amount Held for Future Distribution) and which shall not be sold or disposed of prior to their maturities. All income and gain realized from any such investment shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments attributable to the investment of amounts in respect of the Mortgage Loans shall be deposited in the Custodial Account by the Master Servicer out of its own funds immediately as realized without any right of reimbursement. (d) The Master Servicer shall give notice to the Trustee and the Company of any change in the location of the Custodial Account and the location of the Certificate Account prior to the use thereof. Section 3.08. Subservicing Accounts; Servicing Accounts. ----------------------------------------- (a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and maintain one or more Subservicing Accounts which shall be an Eligible Account or, if such account is 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 50 shall not be required to deposit in the Subservicing Account payments or collections in the nature of prepayment charges or late charges or assumption fees. On or before the date specified in the Program Guide, but in no event later than the Determination Date, the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account all funds held in the Subservicing Account with respect to each Mortgage Loan serviced by such Subservicer that are required to be remitted to the Master Servicer. The Subservicer will also be required, pursuant to the Subservicing Agreement, to advance on such scheduled date of remittance amounts equal to any scheduled monthly installments of principal and interest less its Subservicing Fees on any Mortgage Loans for which payment was not received by the Subservicer. This obligation to advance with respect to each Mortgage Loan will continue up to and including the first of the month following the date on which the related Mortgaged Property is sold at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances received by the Master Servicer shall be deposited promptly by it in the Custodial Account. (b) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee accrues in the case of a Modified Mortgage Loan) on any Curtailment received by such Subservicer in respect of a Mortgage Loan from the related Mortgagor during any month that is to be applied by the Subservicer to reduce the unpaid principal balance of the related Mortgage Loan as of the first day of such month, from the date of application of such Curtailment to the first day of the following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v). (c) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Each Servicing Account shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or as is otherwise acceptable to the Master Servicer, may also function as a Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from the Servicing Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items, to reimburse the Master Servicer or Subservicer out of related collections for any payments made pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to refund to any 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. 51 (d) The Master Servicer shall advance the payments referred to in the preceding subsection that are not timely paid by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise. Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans. If compliance with this Section 3.09 shall make any Class of Certificates legal for investment by federally insured savings and loan associations, the Master Servicer shall provide, or cause the Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices designated by the Master Servicer. The Master Servicer shall permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a charge reasonably approximating the cost of such photocopying to the Master Servicer. Section 3.10. Permitted Withdrawals from the Custodial Account. -------------------------------------------------- (a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes: (i) to make deposits into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (ii) to reimburse itself or the related Subservicer for previously unreimbursed Advances, Servicing Advances or other expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of this Agreement, such withdrawal right being limited to amounts received on the related Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly Payments for which any such advance was made in the case of Subservicer Advances or Advances pursuant to Section 4.04 and (B) recoveries of amounts in respect of which such advances were made in the case of Servicing Advances; (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 52 (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 the prior calendar month, or any Advance reimbursable to the Master Servicer pursuant to Section 4.02(a); (viii) to reimburse itself or the Company for expenses incurred by and reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing, in accordance with this Agreement, any repurchase, substitution or indemnification obligation of any Seller (other than an Affiliate of the Company) pursuant to the related Seller's Agreement; (ix) to reimburse itself for Servicing Advances expended by it (a) pursuant to Section 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (ii) or (viii) above; and (x) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein pursuant to Section 3.07. 53 (b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Custodial Account pursuant to such clauses. (c) The Master Servicer shall be entitled to reimburse itself or the related Subservicer for any advance made in respect of a Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the Custodial Account of amounts on deposit therein attributable to the Mortgage Loans on any Certificate Account Deposit Date succeeding the date of such determination. Such right of reimbursement in respect of a Nonrecoverable Advance relating to an Advance pursuant to Section 4.04 on any such Certificate Account Deposit Date shall be limited to an amount not exceeding the portion of such advance previously paid to Certificateholders (and not theretofore reimbursed to the Master Servicer or the related Subservicer). Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder. (a) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in non-coverage under any applicable Primary Insurance Policy of any loss which, but for the actions of the Master Servicer or Subservicer, would have been covered thereunder. To the extent coverage is available, the Master Servicer shall keep or cause to be kept in full force and effect each such Primary Insurance Policy until the principal balance of the related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the Appraised Value in the case of such a Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary Insurance Policy was in place as of the Cut-off Date and the Company had knowledge of such Primary Insurance Policy. The Master Servicer shall be entitled to cancel or permit the discontinuation of any Primary Insurance Policy as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is reduced below an amount equal to 80% of the appraised value of the related Mortgaged Property as determined in any appraisal thereof after the Closing Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of principal payments on the Mortgage Loan after the Closing Date. In the event that the Company gains knowledge that as of the Closing Date, a Mortgage Loan had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject of a Primary Insurance Policy (and was not included in any exception to the representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its reasonable efforts to obtain and maintain a Primary Insurance Policy to the extent that such a policy is obtainable at a reasonable price. The Master Servicer shall not cancel or refuse to renew any such Primary Insurance Policy 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. 54 (b) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present or to cause the related Subservicer to present, on behalf of the Master Servicer, the Subservicer, if any, the Trustee and Certificateholders, claims to the related Insurer under any Primary Insurance Policies, in a timely manner in accordance with such policies, and, in this regard, to take or cause to be taken such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the Master Servicer under any Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (a) The Master Servicer shall cause to be maintained for each Mortgage Loan (other than a Cooperative Loan) fire insurance with extended coverage in an amount which is equal to the lesser of the principal balance owing on such Mortgage Loan or 100 percent of the insurable value of the improvements; provided, however, that such coverage may not be less than the minimum amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do so without breaching the related Subservicing Agreement, the Master Servicer shall replace any Subservicer that does not cause such insurance, to the extent it is available, to be maintained. The Master Servicer shall also cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire insurance with extended coverage in an amount which is at least equal to the amount necessary to avoid the application of any co-insurance clause contained in the related hazard insurance policy. Pursuant to Section 3.07, any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer out of related late payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired in respect of a Mortgage Loan other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. Whenever the improvements securing a Mortgage Loan (other than a Cooperative Loan) are located at the time of origination of such Mortgage Loan in a federally designated special flood hazard area, the 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). 55 If the Master Servicer shall obtain and maintain a blanket fire insurance policy with extended coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first sentence of this Section 3.12(a), it being understood and agreed that such policy may contain a deductible clause, in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with the first sentence of this Section 3.12(a) and there shall have been a loss which would have been covered by such policy, deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of such deductible clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit Date next preceding the Distribution Date which occurs in the month following the month in which payments under any such policy would have been deposited in the Custodial Account. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the Trustee and the Certificateholders, claims under any such blanket policy. (b) The Master Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy covering the Master Servicer's officers and employees and other persons acting on behalf of the Master Servicer in connection with its activities under this Agreement. The amount of coverage shall be at least equal to the coverage that would be required by Fannie Mae or Freddie Mac, whichever is greater, with respect to the Master Servicer if the Master Servicer were servicing and administering the Mortgage Loans for Fannie Mae or Freddie Mac. In the event that any such bond or policy ceases to be in effect, the Master Servicer shall obtain a comparable replacement bond or policy from an issuer or insurer, as the case may be, meeting the requirements, if any, of the Program Guide and acceptable to the Company. Coverage of the Master Servicer under a policy or bond obtained by an Affiliate of the Master Servicer and providing the coverage required by this Section 3.12(b) shall satisfy the requirements of this Section 3.12(b). Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (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. 56 (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall either (i) both (A) constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the REMIC Provisions and (B) cause any portion of any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)), result in the imposition of any tax on "prohibited transactions" or (ii) constitute "contributions" after the start-up date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed in writing by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be 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 57 related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any portion of any REMIC formed under the Series Supplement would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any such REMIC as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iii) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof. Section 3.14. Realization Upon Defaulted Mortgage Loans. ----------------------------------------- (a) The Master Servicer shall foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. Alternatively, the Master Servicer may take other actions in respect of a defaulted Mortgage Loan, which may include (i) accepting a short sale (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting a short refinancing (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order to facilitate refinancing transactions by the Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii) agreeing to a modification in accordance with Section 3.07. In connection with such foreclosure or other conversion, the Master Servicer shall, consistent with Section 3.11, follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in its general mortgage servicing activities and as shall be required or permitted by the Program Guide; provided 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 58 attempted foreclosure which is not completed, or towards the restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one or more Classes after reimbursement to itself for such expenses or charges and (ii) that such expenses or charges will be recoverable to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for purposes of withdrawals from the Custodial Account pursuant to Section 3.10, whether or not such expenses and charges are actually recoverable from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such a determination by the Master Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts pursuant to Section 3.10. In addition to the foregoing, the Master Servicer shall use its best reasonable efforts to realize upon any Additional Collateral for such of the Additional Collateral Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf of the Trustee, obtain title to any such Additional Collateral as a result of or in lieu of the disposition thereof or otherwise; and provided further that (i) the Master Servicer shall not proceed with respect to such Additional Collateral in any manner that would impair the ability to recover against the related Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner that preserves the ability to apply the proceeds of such Additional Collateral against amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such Additional Collateral (other than amounts to be released to the Mortgagor or the related guarantor in accordance with procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of the proceeds of such Additional Collateral) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any other payment received by the Master Servicer in respect of such Additional Collateral shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 3.10. For so long as the Master Servicer is the Master Servicer under the Credit Support Pledge Agreement, the Master Servicer shall perform its obligations under the Credit Support Pledge Agreement in accordance with such Agreement and in a manner that is in the best interests of the Certificateholders. Further, the Master Servicer shall use its best reasonable efforts to realize upon any Pledged Assets for such of the Pledged Asset Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf of the Trustee, obtain title to any such Pledged Assets as a result of or in lieu of the disposition thereof or otherwise; and provided further that (i) the Master Servicer shall not proceed with respect to such Pledged Assets in any manner that would impair the ability to recover against the related Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner 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 59 conditions of the related Mortgage and Mortgage Note and to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of the proceeds of such Pledged Assets) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any other payment received by the Master Servicer in respect of such Pledged Assets shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 3.10. Concurrently with the foregoing, the Master Servicer may pursue any remedies that may be available in connection with a breach of a representation and warranty with respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the Master Servicer is not required to continue to pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans and remedies in connection with a breach of a representation and warranty if the Master Servicer determines in its reasonable discretion that one such remedy is more likely to result in a greater recovery as to the Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following the deposit in the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other payments and recoveries referred to in the definition of "Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as the case may be, shall release to the Master Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the Master Servicer or its designee, as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the foregoing or any other provision of this Agreement, in the Master Servicer's sole discretion with respect to any defaulted Mortgage Loan or REO Property as to either of the following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have occurred if substantially all amounts expected by the Master Servicer to be received in connection with the related defaulted Mortgage Loan or REO Property have been received, and (ii) for purposes of determining the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled collections or the amount of any Realized Loss, the Master Servicer may take into account minimal amounts of additional receipts expected to be received or any estimated additional liquidation expenses expected to be incurred in connection with the related defaulted Mortgage Loan or REO Property. (b) If title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan, such REO Property shall (except as otherwise expressly provided herein) be considered to be an Outstanding Mortgage Loan held in the Trust Fund until such time as the REO Property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder so long 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. 60 (c) If the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of such REO Property as soon as practicable, giving due consideration to the interests of the Certificateholders, but in all cases within three full years after the taxable year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter period as may be necessary under applicable state (including any state in which such property is located) law to maintain the status of any portion of any REMIC formed under the Series Supplement as a REMIC under applicable state law and avoid taxes resulting from such property failing to be foreclosure property under applicable state law) or, at the expense of the Trust Fund, request, more than 60 days before the day on which such grace period would otherwise expire, an extension of such grace period unless the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to such period will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code or cause any REMIC formed under the Series Supplement to fail to qualify as a REMIC (for federal (or any applicable State or local) income tax purposes) at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other provision of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well as any recovery resulting from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following order of priority: first, to reimburse the Master Servicer or the related Subservicer in accordance with Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date 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. 61 (e) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States Person, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in respect of such Mortgage Loan, the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan. Section 3.15. Trustee to Cooperate; Release of Mortgage Files. ----------------------------------------------- (a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer will immediately notify the Trustee (if it holds the related Mortgage File) or the Custodian by a certification of a Servicing Officer (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 3.07 have been or will be so deposited), substantially in one of the forms attached hereto as Exhibit F, or, in the case of the Custodian, an electronic request in a form acceptable to the Custodian, requesting delivery to it of the Mortgage File. Within two Business Days of receipt of such certification and request, the Trustee shall release, or cause the Custodian to release, the related Mortgage File to the Master Servicer. The Master Servicer is authorized to execute and deliver to the Mortgagor the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage, together with the Mortgage Note with, as appropriate, written evidence of cancellation thereon and to cause the removal from the registration on the MERS(R) System of such Mortgage and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of partial or full release. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account or the Certificate Account. (b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer substantially in one of the forms attached as Exhibit F hereto, or, in the case of the Custodian, an electronic request in a form acceptable to the Custodian, requesting that possession of all, or any document constituting part of, the Mortgage File be released to the Master Servicer and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or any document therein to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Trustee, or the Custodian as agent for the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage 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 62 Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the Master Servicer upon deposit of the related Liquidation Proceeds in the Custodial Account. (c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master Servicer, if necessary, any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate any insurance coverage under any Required Insurance Policy or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. Section 3.16. Servicing and Other Compensation; Compensating Interest. --------------------------------------------------------- (a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (b) Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges, investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below. (c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (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. 63 (d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement. (e) Notwithstanding any other provision herein, the amount of servicing compensation that the Master Servicer shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall be reduced (but not below zero) by an amount equal to Compensating Interest (if any) for such Distribution Date. Such reduction shall be applied during such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii), and second, to any income or gain realized from any investment of funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b), respectively. In making such reduction, the Master Servicer (i) will not withdraw from the Custodial Account any such amount representing all or a portion of the Servicing Fee to which it is entitled pursuant to Section 3.10(a)(iii), and (ii) will not withdraw from the Custodial Account or Certificate Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(b). Section 3.17. Reports to the Trustee and the Company. -------------------------------------- Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trustee and the Company a statement, certified by a Servicing Officer, setting forth the status of the Custodial Account as of the close of business on such Distribution Date as it relates to the Mortgage Loans and showing, for the period covered by such statement, the aggregate of deposits in or withdrawals from the Custodial Account in respect of the Mortgage Loans for each category of deposit specified in Section 3.07 and each category of withdrawal specified in Section 3.10. Section 3.18. Annual Statement as to Compliance. --------------------------------- The Master Servicer will deliver to the Company and the Trustee on or before the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date or (b) with respect to any calendar year during which the Company's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, an Officers' Certificate stating, as to each signer thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year related to its servicing of mortgage loans and its performance under pooling and servicing agreements, including this Agreement, has been made under such officers' supervision, (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations relating to this Agreement in all material respects 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 64 respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations under its Subservicing Agreement in all material respects throughout such year, or, if there has been material noncompliance with such servicing standards or a material default in the fulfillment of such obligations relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof. Section 3.19. Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Company's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the Company and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. Section 3.20. Rights of the Company in Respect of the Master Servicer. -------------------------------------------------------- The Master Servicer shall afford the Company, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Company with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the Company or Residential Funding. The Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any 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 65 liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise. Section 3.21. Administration of Buydown Funds (a) With respect to any Buydown Mortgage Loan, the Subservicer has deposited Buydown Funds in an account that satisfies the requirements for a Subservicing Account (the "Buydown Account"). The Master Servicer shall cause the Subservicing Agreement to require that upon receipt from the Mortgagor of the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer will withdraw from the Buydown Account the predetermined amount that, when added to the amount due on such date from the Mortgagor, equals the full Monthly Payment and transmit that amount in accordance with the terms of the Subservicing Agreement to the Master Servicer together with the related payment made by the Mortgagor or advanced by the Subservicer. (b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its entirety during the period (the "Buydown Period") when Buydown Funds are required to be applied to such Buydown Mortgage Loan, the Subservicer shall be required to withdraw from the Buydown Account and remit any Buydown Funds remaining in the Buydown Account in accordance with the related buydown agreement. The amount of Buydown Funds which may be remitted in accordance with the related buydown agreement may reduce the amount required to be paid by the Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period and the property securing such Buydown Mortgage Loan is sold in the liquidation thereof (either by the Master Servicer or the insurer under any related Primary Insurance Policy), the Subservicer shall be required to withdraw from the Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in the Buydown Account and remit the same to the Master Servicer in accordance with the terms of the Subservicing Agreement for deposit in the Custodial Account or, if instructed by the Master Servicer, pay to the insurer under any related Primary Insurance Policy if the Mortgaged Property is transferred to such insurer and such insurer pays all of the loss incurred in respect of such default. Any amount so remitted pursuant to the preceding sentence will be deemed to reduce the amount owed on the Mortgage Loan. 66 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account. (a) The Master Servicer on behalf of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01 and (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee for the benefit of the Certificateholders, which shall mature or be payable on demand not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) any investment in the institution with which the Certificate Account is maintained may mature or be payable on demand on such Distribution Date and (ii) any other investment may mature or be payable on demand on such Distribution Date if the Trustee shall advance funds on such Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity. Subject to Section 3.16(e), all income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Master Servicer out of its own funds immediately as realized without any right of reimbursement. The Trustee or its Affiliates are permitted to receive compensation that could be deemed to be in the Trustee's economic self-interest for (i) serving as investment adviser (with respect to investments made through its Affiliates), administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Section 4.02. Distributions. ------------- As provided in Section 4.02 of the Series Supplement. Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting. (a) Concurrently with each distribution charged to the Certificate Account and with respect to each Distribution Date the Master Servicer shall forward to the Trustee and the Trustee shall either forward by 67 mail or make available to each Holder and the Company, via the Trustee's internet website, a statement (and at its option, any additional files containing the same information in an alternative format) setting forth information as to each Class of Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two or more Loan Groups, each Loan Group, to the extent applicable. This statement will include the information set forth in an exhibit to the Series Supplement. Such exhibit shall set forth the Trustee's internet website address together with a phone number. The Trustee shall mail to each Holder that requests a paper copy by telephone a paper copy via first class mail. The Trustee may modify the distribution procedures set forth in this Section provided that such procedures are no less convenient for the Certificateholders. The Trustee shall provide prior notification to the Company, the Master Servicer and the Certificateholders regarding any such modification. In addition, the Master Servicer shall provide to any manager of a trust fund consisting of some or all of the Certificates, upon reasonable request, such additional information as is reasonably obtainable by the Master Servicer at no additional expense to the Master Servicer. Also, at the request of a Rating Agency, the Master Servicer shall provide the information relating to the Reportable Modified Mortgage Loans substantially in the form attached hereto as Exhibit Q to such Rating Agency within a reasonable period of time; provided, however, that the Master Servicer shall not be required to provide such information more than four times in a calendar year to any Rating Agency. (b) Within a reasonable period of time after the end of each calendar year, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Certificate, other than a Class R Certificate, a statement containing the information set forth in clauses (i) and (ii) of the exhibit to the Series Supplement referred to in subsection (a) above aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the Code. (c) Within a reasonable period of time after the end of each calendar year, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Class R Certificate, a statement containing the applicable distribution information provided pursuant to this Section 4.03 aggregated for such calendar year or applicable portion thereof during which such Person was the Holder of a Class R Certificate. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the Code. (d) Upon the written request of any Certificateholder, the Master Servicer, as soon as reasonably practicable, shall provide the requesting Certificateholder with such information as is necessary and appropriate, in the Master Servicer's sole discretion, for purposes of satisfying applicable reporting requirements under Rule 144A. (e) The Master Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act, 68 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 Depositor or the Master Servicer, and (IV) notice of any failure of the Trustee to make any distribution to the Certificateholders as required pursuant to the Series Supplement. Neither the Master Servicer nor the Trustee shall have any liability with respect to the Master Servicer's failure to properly prepare or file such periodic reports resulting from or relating to the Master Servicer's inability or failure to obtain any information not resulting from the Master Servicer's own negligence or willful misconduct. Any Form 10-K filed with the Commission in connection with this Section 4.03(e) shall include a certification, signed by the senior officer in charge of the servicing functions of the Master Servicer, in the form attached as Exhibit O hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. In connection with the Form 10-K Certification, the Trustee shall provide the Master Servicer with a back-up certification substantially in the form attached hereto as Exhibit P. This Section 4.03(e) may be amended in accordance with this Agreement without the consent of the Certificateholders. Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer. (a) Prior to the close of business on the Determination Date, the Master Servicer shall furnish a written statement to the Trustee, any Certificate Insurer, any Paying Agent and the Company (the information in such statement to be made available to Certificateholders by the Master Servicer on request) setting forth (i) the Available Distribution Amount and (ii) the amounts required to be withdrawn from the Custodial Account and deposited into the Certificate Account on the immediately succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by the Master Servicer of such amounts shall, in the absence of obvious error, be presumptively deemed to be correct for all purposes hereunder and the Trustee shall be protected in relying upon the same without any independent check or verification. (b) On or before 2:00 P.M. New York time on each Certificate Account Deposit Date, the Master Servicer shall either (i) deposit in the Certificate Account from its own funds, or funds received therefor from the Subservicers, an amount equal to the Advances to be made by the Master Servicer in respect of the related Distribution Date, which shall be in an aggregate amount equal to the aggregate amount of Monthly Payments (with each interest portion thereof adjusted to the Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt Service Reductions or reductions in the amount of interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar legislation or regulations then in effect, on the Outstanding Mortgage Loans as of the related Due Date, which 69 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 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. 70 Section 4.05. Allocation of Realized Losses. ----------------------------- As provided in Section 4.05 of the Series Supplement. Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property. -------------------------------------------------------------- The Master Servicer or the Subservicers shall file information returns with respect to the receipt of mortgage interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P, respectively, of the Code, and deliver to the Trustee an Officers' Certificate on or before March 31 of each year stating that such reports have been filed. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code. Section 4.07. Optional Purchase of Defaulted Mortgage Loans. ---------------------------------------------- As to any Mortgage Loan which is delinquent in payment by 90 days or more, the Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee at the Purchase Price therefor. If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of the Master Servicer without recourse to the Master Servicer, which shall succeed to all the Trustee's right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto. If, however, the Master Servicer shall have exercised its right to repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written request of and with funds provided by the Junior Certificateholder and thereupon transferred such Mortgage Loan to the Junior Certificateholder, the Master Servicer shall so notify the Trustee in writing. Section 4.08. Surety Bond. ----------- (a) If a Required Surety Payment is payable pursuant to the Surety Bond with respect to any Additional Collateral Loan, the Master Servicer shall so notify the Trustee as soon as reasonably practicable and the Trustee shall promptly complete the notice in the form of Attachment 1 to the Surety Bond and shall promptly submit such notice to the Surety as a claim for a Required Surety. The Master Servicer shall upon request assist the Trustee in completing such notice and shall provide any information requested by the Trustee in connection therewith. (b) Upon receipt of a Required Surety Payment from the Surety on behalf of the Holders of Certificates, the Trustee shall deposit such Required Surety Payment 71 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. 72 ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. ---------------- (a) The Senior, Class M, Class B and Class R Certificates shall be substantially in the forms set forth in Exhibits A, B, C and D, respectively, and shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Company upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Certificates shall be issuable in the minimum denominations designated in the Preliminary Statement to the Series Supplement. The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. (b) Except as provided below, registration of Book-Entry Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Holders of the Book-Entry Certificates shall hold their respective Ownership Interests in and to each of such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be 73 deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions 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 Company 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 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. 74 Section 5.02. Registration of Transfer and Exchange of Certificates. ------------------------------------------------------ (a) The Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Trustee in accordance with the provisions of Section 8.12 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar, or the Trustee, shall provide the Master Servicer with a certified list of Certificateholders as of each Record Date prior to the related Determination Date. (b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose pursuant to Section 8.12 and, in the case of any Class M, Class B or Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class (or Subclass) and aggregate Percentage Interest. (c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like Class (or Subclass) and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates of such Class which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer 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 75 required in connection with any transfer of any such Certificate by the Company or any Affiliate thereof to the Company or an Affiliate of the Company, and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Company, of the status of such transferee as an Affiliate of the Company or (ii) the prospective transferee of such a Certificate shall be required to provide the Trustee, the Company and the Master Servicer with an investment letter substantially in the form of Exhibit J attached hereto (or such other form as the Company in its sole discretion deems acceptable), which investment letter shall not be an expense of the Trustee, the Company or the Master Servicer, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any such Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws. (e) (i) In the case of any Class B or Class R Certificate presented for registration in the name of any Person, either (A) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer to the effect that the purchase or holding of such Class B or Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Company or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Master Servicer or (B) the prospective Transferee shall be required to provide the Trustee, the Company and the Master Servicer with a certification to the effect set forth in paragraph six of Exhibit H (with respect to any Class B Certificate) or paragraph fifteen of Exhibit G-1 (with respect to any Class R Certificate), which the Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may deem desirable or necessary in order to establish that such Transferee or the Person in whose name such registration is requested either (a) is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition (each, a "Plan Investor") or (b) in the case of any Class B Certificate, the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the 76 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. (B) Any purported Certificate Owner whose acquisition or holding of any Class M Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, the Underwriters and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. (f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. 77 (B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit G-1) from the proposed Transferee, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(f) and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit G-2, from the Holder wishing to transfer the Class R Certificate, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit G-2. (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. 78 (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 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. 79 (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. (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 80 Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 5.04. Persons Deemed Owners. --------------------- Prior to due presentation of a Certificate for registration of transfer, the Company, the Master Servicer, the Trustee, any Certificate Insurer, the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee, any Certificate Insurer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.02 and for all other purposes whatsoever, except as and to the extent provided in the definition of "Certificateholder," and neither the Company, the Master Servicer, the Trustee, any Certificate Insurer, the Certificate Registrar nor any agent of the Company, the Master Servicer, the Trustee, any Certificate Insurer or the Certificate Registrar shall be affected by notice to the contrary except as provided in Section 5.02(f). Section 5.05. Appointment of Paying Agent. --------------------------- The Trustee may appoint a Paying Agent for the purpose of making distributions to the Certificateholders pursuant to Section 4.02. In the event of any such appointment, on or prior to each Distribution Date the Master Servicer on behalf of the Trustee shall deposit or cause to be deposited with the Paying Agent a sum sufficient to make the payments to the Certificateholders in the amounts and in the manner provided for in Section 4.02, such sum to be held in trust for the benefit of the Certificateholders. 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. 81 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 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 82 prior to such assignment and delegation will not be qualified, reduced or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency). In the case of any such assignment and delegation, the Master Servicer shall be released from its obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence. Section 6.03. Limitation on Liability of the Company, the Master Servicer and Others. Neither the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company, the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Company nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company or the Master Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Company and the Master Servicer shall be entitled to be reimbursed therefor out 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. 83 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. 84 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 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 85 (vi) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b) that it is unable to deposit in the Certificate Account an amount equal to the Advance. If an Event of Default described in clauses (i)-(v) of this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, either the Company or the Trustee may, and at the direction of Holders of Certificates entitled to at least 51% of the Voting Rights, the Trustee shall, by notice in writing to the Master Servicer (and to the Company if given by the Trustee or to the Trustee if given by the Company), terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder. If an Event of Default described in clause (vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and the Company, immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder as provided in Section 4.04(b). On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder thereof) or the Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or the Trustee's designee appointed pursuant to Section 7.02; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the Master Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee or its designee for administration by it of all cash amounts which shall at the time be credited to the Custodial Account or the Certificate Account or thereafter be received with respect to the Mortgage Loans. No such termination shall release the Master Servicer for any liability that it would otherwise have hereunder for any act or omission prior to the effective time of such termination. Notwithstanding any termination of the activities of Residential Funding in its capacity as Master Servicer hereunder, Residential Funding shall be entitled to receive, out of any late collection of a Monthly Payment on a Mortgage Loan which was due prior to the notice terminating Residential Funding's rights and obligations as Master Servicer hereunder and received after such notice, that portion to which Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in respect thereof, and any other amounts payable to Residential Funding hereunder the entitlement to which arose prior to the termination of its activities hereunder. Upon the termination of Residential Funding as Master Servicer hereunder the Company shall deliver to the Trustee a copy of the Program Guide. 86 Section 7.02. Trustee or Company to Act; Appointment of Successor. ---------------------------------------------------- (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee or, upon notice to the Company and with the Company's consent (which shall not be unreasonably withheld) a designee (which meets the standards set forth below) of the Trustee, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer (except for the responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or Sellers as set forth in such Sections, and its obligations to deposit amounts in respect of losses incurred prior to such notice or termination on the investment of funds in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided, however, that any failure to perform such duties or responsibilities caused by the preceding Master Servicer's failure to provide information required by Section 4.04 shall not be considered a default by the Trustee hereunder. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to charge to the Custodial Account or the Certificate Account if the Master Servicer had continued to act hereunder and, in addition, shall be entitled to the income from any Permitted Investments made with amounts attributable to the Mortgage Loans held in the Custodial Account or the Certificate Account. If the Trustee has become the successor to the Master Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a Fannie Mae- or Freddie Mac-approved mortgage servicing institution, having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall become successor to the Master Servicer and shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the initial Master Servicer hereunder. The Company, the Trustee, the Custodian and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicing Fee for any successor Master Servicer appointed pursuant to this Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less than 0.20% per annum in the event that the successor Master Servicer is not servicing such Mortgage Loans directly and it is necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer with respect to such Mortgage Loans. (b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the 87 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 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. 88 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01. Duties of Trustee. ----------------- (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall notify the Certificateholders of any such documents which do not materially conform to the requirements of this Agreement in the event that the Trustee, after so requesting, does not receive satisfactorily corrected documents. The Trustee shall forward or cause to be forwarded in a timely fashion the notices, reports and statements required to be forwarded by the Trustee pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a timely fashion to the Master Servicer such information as the Master Servicer may reasonably request from time to time for the Master Servicer to fulfill its duties as set forth in this Agreement. The Trustee covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of any portion of any REMIC formed under the Series Supplement as a REMIC under the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad 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 89 Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; (iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Company or any Certificateholder; and (v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence or willful misconduct of the Trustee. Section 8.02. Certain Matters Affecting the Trustee. ------------------------------------- (a) Except as otherwise provided in Section 8.01: (i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 90 (ii) The Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (iii)The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such investor's own affairs; (iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) Prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests, aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the Certificateholder requesting the investigation; (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys; and (vii)To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and deliver to the Master Servicer in a timely manner any Tax Returns prepared by or on behalf of the Master Servicer that the Trustee is required to sign as determined by the Master Servicer pursuant to applicable federal, state or local tax 91 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). 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. 92 (b) The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense incurred without negligence or willful misconduct on the Trustee's part, arising out of, or in connection with, the acceptance and administration of the Trust Fund, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against any claim in connection with the exercise or performance of any of its powers or duties under this Agreement and the Custodial Agreement, 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 93 written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Company, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. In addition, in the event that the Company determines that the Trustee has failed (i) to distribute or cause to be distributed to the Certificateholders any amount required to be distributed hereunder, if such amount is held by the Trustee or its Paying Agent (other than the Master Servicer or the Company) for distribution or (ii) to otherwise observe or perform in any material respect any of its covenants, agreements or obligations hereunder, and such failure shall continue unremedied for a period of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii) above) after the date on which written notice of such failure, requiring that the same be remedied, shall have been given to the Trustee by the Company, then the Company may remove the Trustee and appoint a successor trustee by written instrument delivered as provided in the preceding sentence. In connection with the appointment of a successor trustee pursuant to the preceding sentence, the Company shall, on or before the date on which any such appointment becomes effective, obtain from each Rating Agency written confirmation that the appointment of any such successor trustee will not result in the reduction of the ratings on any class of the Certificates below the lesser of the then current or original ratings on such Certificates. (c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Company, one complete set to the Trustee so removed and one complete set to the successor so appointed. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08. Section 8.08. Successor Trustee. ----------------- (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, 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 94 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 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. 95 (b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee, and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee. (d) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 8.11. Appointment of Custodians. ------------------------- The Trustee may, with the consent of the Master Servicer and the Company, appoint one or more Custodians who are not Affiliates of the Company, the Master Servicer or any Seller to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 11.01. The Trustee shall notify the Certificateholders of the appointment of any Custodian (other than the Custodian appointed as of the Closing Date) pursuant to this Section 8.11. Section 8.12. Appointment of Office or Agency. ------------------------------- The Trustee will maintain an office or agency in the City of New York at the address designated in Section 11.05 of the Series Supplement where 96 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. 97 ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES Section 9.01. Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans (a) Subject to Section 9.02, the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Company to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) the purchase by the Master Servicer of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to 100% of the unpaid principal balance of each Mortgage Loan or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance (net of any unreimbursed Advances attributable to principal) on the day of repurchase plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan) to, but not including, the first day of the month in which such repurchase price is distributed, provided, however, that in no event shall the trust created hereby continue beyond the expiration of -------- ------- 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof and provided further that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any portion of any REMIC formed under the Series Supplement as a REMIC. The right of the Master Servicer to purchase all the assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15 and the Trustee and any Custodian shall, promptly following payment of the purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased. 98 In addition to the foregoing, on any Distribution Date on which the Pool Stated Principal Balance, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, the Master Servicer shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. If the Master Servicer exercises this right to purchase the outstanding Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of the Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that the final distribution will be made to Certificateholders (whether as a result of the exercise by the Master Servicer of its right to purchase the assets of the Trust Fund or otherwise) or on which the Master Servicer anticipates that the Certificates will be purchased (as a result of the exercise by the Master Servicer to purchase the outstanding Certificates). Notice of any termination specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Master Servicer (if it is exercising its right to purchase the assets of the Trust Fund or to purchase the outstanding Certificates), or by the Trustee (in any other case) by letter to the Certificateholders mailed 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, (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 in the case of the Senior Certificates, or in the case of all of the Certificates in connection with the exercise by the Master Servicer of its right to purchase the Certificates, that payment will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders and, if the Master Servicer is exercising its rights to purchase the outstanding Certificates, it shall give such notice to each Rating Agency at the time such notice is given to 99 Certificateholders. As a result of the exercise by the Master Servicer of its right to purchase the assets of the Trust Fund, the Master Servicer shall deposit in the Certificate Account, before the Final Distribution Date in immediately available funds an amount equal to the purchase price for the assets of the Trust Fund, computed as provided above. As a result of the exercise by the Master Servicer of its right to purchase the outstanding Certificates, the Master Servicer shall deposit in an Eligible Account, established by the Master Servicer on behalf of the Trustee and separate from the Certificate Account in the name of the Trustee in trust for the registered holders of the Certificates, before the Distribution Date on which such purchase is to occur in immediately available funds an amount equal to the purchase price for the Certificates, computed as above provided, and provide notice of such deposit to the Trustee. The Trustee will withdraw from such account the amount specified in subsection (c) below. (c) In the case of the Senior Certificates, upon presentation and surrender of the Certificates by the Certificateholders thereof, and in the case of the Class M and Class B Certificates, upon presentation and surrender of the Certificates by the Certificateholders thereof in connection with the exercise by the Master Servicer of its right to purchase the Certificates, and otherwise in accordance with Section 4.01(a), the Trustee shall distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase the assets of the Trust Fund or the outstanding Certificates, or (ii) if the Master Servicer elected to so repurchase the assets of the Trust Fund or the outstanding Certificates, an amount determined as follows: (A) with respect to each Certificate the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest for the related Interest Accrual Period thereon and any previously unpaid Accrued Certificate Interest, subject to the priority set forth in Section 4.02(a), and (B) with respect to the Class R Certificates, any excess of the amounts available for distribution (including the repurchase price specified in clause (ii) of subsection (a) of this Section) over the total amount distributed under the immediately preceding clause (A). Notwithstanding the reduction of the Certificate Principal Balance of any Class of Subordinate Certificates to zero, such Class will be outstanding hereunder until the termination of the respective obligations and responsibilities of the Company, the Master Servicer and the Trustee hereunder in accordance with Article IX. (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 it exercised its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master 100 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 Certificate Account deposited therein by the Master Servicer pursuant to Section 9.01(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder until the Master Servicer has terminated the respective obligations and responsibilities created hereby in respect of the Certificates pursuant to this Article IX. The Master Servicer shall be for all purposes the Holder thereof as of such date. Section 9.02. Additional Termination Requirements. ----------------------------------- (a) Each REMIC that comprises the Trust Fund shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of each such REMIC to 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; 101 (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer or the Company is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each REMIC at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement. Section 9.03. Termination of Multiple REMICs. If the REMIC Administrator makes two or more separate REMIC elections, the applicable REMIC shall be terminated on the earlier of the Final Distribution Date and the date on which it is deemed to receive the last deemed distributions on the related Uncertificated REMIC Regular Interests and the last distribution due on the Certificates is made. 102 ARTICLE X REMIC PROVISIONS Section 10.01. REMIC Administration. -------------------- (a) The REMIC Administrator shall make an election to treat the Trust Fund as one or more REMICs under the Code and, if necessary, under applicable state law. The assets of each such REMIC will be set forth in the Series Supplement. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of each REMIC election in respect of the Trust Fund, Certificates and interests to be designated as the "regular interests" and the sole class of "residual interests" in the REMIC will be set forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC elected in respect of the Trust Fund other than the "regular interests" and "residual interests" so designated. (b) The Closing Date is hereby designated as the "startup day" of the Trust Fund within the meaning of Section 860G(a)(9) of the Code. (c) The REMIC Administrator shall hold a Class R Certificate representing a 0.01% Percentage Interest each Class of the Class R Certificates and shall be designated as "the tax matters person" with respect to each REMIC in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act on behalf of each REMIC in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and costs are incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC Administrator is no longer the Master Servicer hereunder, at its option the REMIC Administrator may continue its duties as REMIC Administrator and shall be paid reasonable compensation not to exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the REMIC Administrator. (d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to each REMIC created hereunder and deliver such Tax Returns in a timely manner to the Trustee and the Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. 103 (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 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 104 event at the expense of the Master Servicer or the REMIC Administrator. At all times as may be required by the Code, the Master Servicer will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. (g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of any such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X, or (iii) otherwise against amounts on deposit in the Custodial Account as provided by Section 3.10 and on the Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall. (h) The Trustee and the Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Master Servicer nor the Trustee shall accept any contributions of assets to any REMIC created hereunder unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in such REMIC will not cause the REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject the REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (j) Neither the Master Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services nor permit any such REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. 105 (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" by which the Certificate Principal Balance of each Class of Certificates (other than the Interest Only Certificates) representing a regular interest in the applicable REMIC and the Uncertificated Principal Balance of each Uncertificated REMIC Regular Interest (other than each Uncertificated REMIC Regular Interest represented by a Class A-V Certificate, if any) and the rights to the Interest Only Certificates and Uncertificated REMIC Regular Interest represented by a Class A-V Certificate would be reduced to zero is the Maturity Date for each such Certificate and Interest. (l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each REMIC created hereunder. (m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii) the termination of any such REMIC pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain nor accept any contributions to any such REMIC after the Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of such REMIC as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause such REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification. ----------------------------------------------------------------- (a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC Administrator and the Master Servicer for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Company or the Master Servicer, as a result of a breach of the Trustee's covenants set forth in Article VIII or this Article X. (b) The REMIC Administrator agrees to indemnify the Trust Fund, the Company, the Master Servicer and the Trustee for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of a breach of the REMIC Administrator's covenants set forth in this Article X with respect to compliance with the REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the REMIC Administrator that contain errors or omissions; provided, however, that such liability will not be imposed to the extent such breach is a result of an error or omission in information provided to the REMIC Administrator by the Master Servicer in which case Section 10.02(c) will apply. 106 (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. 107 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01. Amendment. --------- (a) This Agreement or any Custodial Agreement may be amended from time to time by the Company, the Master Servicer and the Trustee, without the consent of any of the Certificateholders: (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein or therein, which may be inconsistent with any other provisions herein or therein or to correct any error, (iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable to maintain the qualification of the Trust Fund as a REMIC at all times that any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would be a claim against the Trust Fund, provided that the Trustee has received an Opinion of Counsel to the effect that (A) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (B) such action will not adversely affect in any material respect the interests of any Certificateholder, (iv) to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or to change the name in which the Custodial Account is maintained, provided that (A) the Certificate Account Deposit Date shall in no event be later than the related Distribution Date, (B) such change shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and (C) such change shall not result in a reduction of the rating assigned to any Class of Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date, 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 108 be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder or (vii) to amend any provision herein or therein that is not material to any of the Certificateholders. (b) This Agreement or any Custodial Agreement may also be amended from time to time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates with a Certificate Principal Balance greater than zero affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or such Custodial Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall: (i) reduce in any manner the amount of, or delay the timing of, payments which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment, in any such case without the consent of the Holders of all Certificates of such Class then outstanding. (c) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel (subject to Section 10.01(f) and at the expense of the party seeking such amendment) to the effect that such amendment or the exercise of any power granted to the Master Servicer, the Company or the Trustee in accordance with such amendment will not result in the imposition of a federal tax on the Trust Fund or cause any REMIC created under the Series Supplement to fail to qualify as a REMIC at any time that any Certificate is outstanding. (d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to the Custodian and each Certificateholder. It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. (e) The Company shall have the option, in its sole discretion, to obtain and deliver to the Trustee any corporate guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar instrument or a reserve fund, or any combination of the foregoing, for the purpose of protecting the Holders of the Class B Certificates against any or all Realized Losses or other shortfalls. Any such 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 109 income tax purposes, (i) any reserve fund so established shall be an outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve fund shall be owned by the Company, and (iii) amounts transferred by the Trust Fund to any such reserve fund shall be treated as amounts distributed by the Trust Fund to the Company or any successor, all within the meaning of Treasury Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection with the provision of any such instrument or fund, this Agreement and any provision hereof may be modified, added to, deleted or otherwise amended in any manner that is related or incidental to such instrument or fund or the establishment or administration thereof, such amendment to be made by written instrument executed or consented to by the Company but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of the Senior Certificateholders, the Class M Certificateholders, the Master Servicer or the Trustee, as applicable; provided that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. In the event that the Company elects to provide such coverage in the form of a limited guaranty provided by General Motors Acceptance Corporation, the Company may elect that the text of such amendment to this Agreement shall be substantially in the form attached hereto as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss Obligation as described in such exhibit shall be established by Residential Funding's consent to such amendment) and that the limited guaranty shall be executed in the form attached hereto as Exhibit L, with such changes as the Company shall deem to be appropriate; it being understood that the Trustee has reviewed and approved the content of such forms and that the Trustee's consent or approval to the use thereof is not required. Section 11.02. Recordation of Agreement; Counterparts. --------------------------------------- (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee (pursuant to the request of Holders of Certificates entitled to at least 25% of the Voting Rights), but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders. (b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. 110 Section 11.03. Limitation on Rights of Certificateholders. ------------------------------------------- (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the parties hereto. (b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 11.04. Governing Law. ------------- This agreement and the Certificates shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 111 Section 11.05. Notices. ------- As provided in Section 11.05 of the Series Supplement. Section 11.06. Required Notices to Rating Agency and Subservicer. -------------------------------------------------- The Company, the Master Servicer or the Trustee, as applicable, (i) shall notify each Rating Agency at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below, (ii) shall notify the Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in clause (a), (b), (c)(1), (g)(1), or (i) below, or (iii) provide a copy to each Rating Agency at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (e) and (f) below: (a) a material change or amendment to this Agreement, (b) the occurrence of an Event of Default, (c) (1) the termination or appointment of a successor Master Servicer or (2) the termination or appointment of a successor Trustee or a change in the majority ownership of the Trustee, (d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such instrument, (e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to Section 4.03, (f) the statements required to be delivered pursuant to Sections 3.18 and 3.19, (g) (1) a change in the location of the Custodial Account or (2) a change in the location of the Certificate Account, (h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04, (i) the occurrence of the Final Distribution Date, and (j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer, if applicable, of any such event known to the Master Servicer. 112 Section 11.07. Severability of Provisions. -------------------------- If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. Section 11.08. Supplemental Provisions for Resecuritization. --------------------------------------------- This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Company or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Company may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Company, the Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective interests would not be materially adversely affected thereby. To the extent that the terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of the Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an "amendment" of this Agreement. Each Supplemental Article shall set forth all necessary provisions relating to the holding of the Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle, the issuing of various classes of new certificates by the Restructuring Vehicle and the distributions to be made thereon, and any other provisions necessary for the purposes thereof. In connection with each Supplemental Article, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust, FASIT or other entity not subject to taxation for federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of the Trust Fund as a REMIC or (subject to Section 10.01(f)) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in Section 860G(d) of the Code). Section 11.09. Allocation of Voting Rights. As provided in Section 11.09 of the Series Supplement. Section 11.10. No Petition. ----------- As provided in Section 11.10 of the Series Supplement. 113 EXHIBIT A FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE AND [INTEREST ONLY/CLASS A-V] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ] OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[ ] PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.] 1 Certificate No. [ %][Variable] Pass-Through Rate -------- -------- [based on a Notional Amount] Class A- Senior Date of Pooling and Servicing [Percentage Interest: %] ------ Agreement and Cut-off Date: ___________ 1, ____ Aggregate Initial [Certificate Principal Balance] [[Interest Only/Class A-V] Notional First Distribution Date: Amount] [Subclass Notional Amount] of the _________ 25, ____ Class A- Certificates: ---- Master Servicer: [Initial] [Certificate Principal Residential Funding Balance] [Interest Only/Class A-V] [Subclass] Corporation Notional Amount] of this Certificate: $ ] Assumed Final Distribution Date: CUSIP 76110F- ___________ 25, ____ MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE SERIES ____-___ evidencing a percentage interest in the distributions allocable to the Class A- Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL ACCREDIT LOANS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Accredit Loans, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that _________________ is the registered owner of the Percentage Interest evidenced by this Certificate [(obtained by dividing the [Initial Certificate Principal Balance] [Initial [Interest Only/Class A-V] Notional Amount] of this Certificate by the aggregate [Initial Certificate Principal Balance of all Class A- Certificates] [Initial [Interest Only/Class A-V] Notional Amounts of all [Interest Only/Class A-V] Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Accredit Loans, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing 2 Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer and __________________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount [(of interest and principal, if any)] required to be distributed to Holders of Class A- Certificates on such Distribution Date. [The [Interest Only/Class A-V] Notional Amount of the [Interest Only/Class A-V] Certificates as of any date of determination is equal to the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated REMIC Regular Interests represented by such [Interest Only/Class A-V] Certificates.] [The Subclass Notional Amount of the [Interest Only/Class A-V]- Certificates as of any date of determination is equal to the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated REMIC Regular Interests represented by such [Interest Only/Class A-V]- Certificates immediately prior to such date.] [The [Interest Only/Class A-V][- ] Certificates have no Certificate Principal Balance.] Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The [Initial Certificate Principal Balance] [Initial [Interest Only/Class A-V] Notional Amount] [initial Subclass Notional Amount] of this Certificate is set forth above.] [The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto.] This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is 3 reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is 4 registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [_________________________], as Trustee By: --------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class A- Certificates referred to in the within-mentioned Agreement. [---------------------------], as Certificate Registrar By: --------------------------------- Authorized Signatory 6 A-1 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: _______________________________ Dated: ________________________ Signature by or on behalf of assignor _______________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________ for the account of __________________________ account number _________________, or, if mailed by check, to ________________________. Applicable statements should be mailed to ___________________________. This information is provided by ______________________, the assignee named above, or ___________________, as its agent. 7 EXHIBIT B FORM OF CLASS M CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[____] OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS [_____]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[____] PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE. Any Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of this Certificate (or interest herein) that EITHER (a) such Transferee is not an investment manager, a named fiduciary or a trustee of any Plan, OR ANY OTHER PERSON, acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan (a "plan investor"), (B) it has acquired and is holding such Certificate in reliance on Prohibited Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1 1994), as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000), AND PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the "RFC Exemption"), and that it understands that there are certain conditions to the availability of the RFC Exemption including that such Certificate must be rated, at the time of purchase, not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch or Moody's or (C) (I) the transferee is an insurance company, (II) the source of funds to be used by it to purchase the Certificate is an "insurance company general account" (within the meaning of U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and (iii) the CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "cOMPLYING INSURANCE COMPANY). If this Certificate (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST preceding Transferee that either (i) is not a Plan Investor, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION, or (iiI) is a Complying Insurance Company shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of this Certificate. The Trustee shall be under no liability to any Person for making any payments due on this Certificate to such preceding Transferee. Any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Pooling and Servicing Agreement shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. 2 Certificate No. [ ]% Pass-Through Rate Class M- Subordinate Aggregate Certificate Principal Balance Date of Pooling and Servicing of the Class M Certificates: Agreement and Cut-off Date: $ ___________ 1, ____ Initial Certificate Principal First Distribution Date: Balance of this Certificate: _________ 25, ____ $ Master Servicer: CUSIP: 76110F- Residential Funding Corporation Assumed Final Distribution Date: ___________ 25, ____ MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE, SERIES ____-___ evidencing a percentage interest in any distributions allocable to the Class M- Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL ACCREDIT LOANS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Accredit Loans, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that _______________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Certificate Principal Balance of this Certificate by the aggregate Certificate Principal Balance of all Class M- Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Accredit Loans, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer and __________________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used 3 herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class M- Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, no transfer of this Class M Certificate will be made unless (i) the Trustee has received either an opinion of counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer 4 funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the 5 Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [____________________________], as Trustee By: --------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class M- Certificates referred to in the within-mentioned Agreement. [-------------------------], as Certificate Registrar By: --------------------------------- Authorized Signatory 7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: _______________________________ Dated: ________________________ Signature by or on behalf of assignor _______________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________ for the account of __________________________ account number _________________, or, if mailed by check, to ________________________. Applicable statements should be mailed to ___________________________. This information is provided by ______________________, the assignee named above, or ___________________, as its agent. 8 EXHIBIT C FORM OF CLASS B CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS ___________ __, ____. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 100% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ] OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[ ] PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE. 1 Certificate No. [ ]% Pass-Through Rate Class B- Subordinate Aggregate Certificate Principal Balance Date of Pooling and Servicing of the Class B- Agreement and Cut-off Date: Certificates as of ___________ 1, ____ the Cut-off Date: $ First Distribution Date: _________ 25, ____ Initial Certificate Principal Balance of this Certificate: Master Servicer: $ Residential Funding Corporation Assumed Final Distribution Date: ___________ 25, ____ MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE, SERIES ____-___ evidencing a percentage interest in any distributions allocable to the Class B- Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL ACCREDIT LOANS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Accredit Loans, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Residential Accredit Loans, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Certificate Principal Balance of this Certificate by the aggregate Certificate Principal Balance of all Class B- Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Accredit Loans, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer and __________________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined 2 herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month next preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class B Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. No transfer of this Class B Certificate will be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the Company may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and the Company that such transfer is exempt (describing the applicable exemption and the basis therefor) from or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such Federal and state laws. In connection with any such transfer, the Trustee will also require either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a Class B Certificate will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation 3 letter, in the form as described by Section 5.02(e) of the Agreement, either stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan, or stating that the transferee is an insurance company, the source of funds to be used by it to purchase the Certificate is an "insurance company general account" (within the meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new 4 Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [_____________________________], as Trustee By: --------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class M- Certificates referred to in the within-mentioned Agreement. [---------------------------], as Certificate Registrar By: --------------------------------- Authorized Signatory 6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: _______________________________ Dated: ________________________ Signature by or on behalf of assignor _______________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________ for the account of __________________________ account number _________________, or, if mailed by check, to ________________________. Applicable statements should be mailed to ___________________________. This information is provided by ______________________, the assignee named above, or ___________________, as its agent. 7 EXHIBIT D FORM OF CLASS R CERTIFICATE THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE 1 PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. Certificate No. [ ]% Pass-Through Rate Class R Senior Aggregate Initial Certificate Principal Balance of the Date of Pooling and Servicing Class R Certificates: Agreement and Cut-off Date: $100.00 ___________ 1, ____ Initial Certificate Principal First Distribution Date: Balance of this Certificate: _________ 25, ____ $ Master Servicer: Percentage Interest: Residential Funding Corporation % -------------- Assumed Final Distribution Date: CUSIP 76110F- ___________ 25, ____ MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE, SERIES ____-___ evidencing a percentage interest in any distributions allocable to the Class R Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL ACCREDIT LOANS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Accredit Loans, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Accredit Loans, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. 2 This certifies that is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class R Certificates, both as specified above) in certain distributions with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Accredit Loans, Inc. (hereinafter called the "Company," which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer and __________________, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class R Certificates on such Distribution Date. Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Company will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Company, which purchaser may be the Company, or any affiliate of the Company, on such terms and conditions as the Company may choose. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto. Notwithstanding the reduction of the Certificate Principal Balance hereof to zero, this Certificate will remain outstanding under the Agreement and the 3 Holder hereof may have additional obligations with respect to this Certificate, including tax liabilities, and may be entitled to certain additional distributions hereon, in accordance with the terms and provisions of the Agreement. No transfer of this Class R Certificate will be made unless the Trustee has received either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a Class R Certificate will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. 4 As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purpose have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [____________________________], as Trustee By: --------------------------------- Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class R Certificates referred to in the within-mentioned Agreement. [----------------------------], as Certificate Registrar By: --------------------------------- Authorized Signatory 6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto________________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: _______________________________ Dated: ________________________ Signature by or on behalf of assignor _______________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________ for the account of __________________________ account number _________________, or, if mailed by check, to ________________________. Applicable statements should be mailed to ___________________________. This information is provided by ______________________, the assignee named above, or ___________________, as its agent. 7 EXHIBIT E FORM OF SELLER/SERVICER CONTRACT This Seller/Servicer Contract (as may be amended, supplemented or otherwise modified from time to time, this "Contract") is made this day of , 20 , by and between Residential Funding Corporation, its successors and assigns ("Residential Funding") and (the "Seller/Servicer," and, together with Residential Funding, the "parties" and each, individually, a "party"). WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service Loans for, Residential Funding, and Residential Funding desires to purchase Loans from the Seller/Servicer and/or have the Seller/Servicer service various of its Loans, pursuant to the terms of this Contract and the Residential Funding Seller and Servicer Guides incorporated herein by reference, as amended, supplemented or otherwise modified, from time to time (together, the "Guides"). NOW, THEREFORE, in consideration of the premises, and the terms, conditions and agreements set forth below, the parties agree as follows: 1. INCORPORATION OF GUIDES BY REFERENCE. The Seller/Servicer acknowledges that it has received and read the Guides. All provisions of the Guides are incorporated by reference into and made a part of this Contract, and shall be binding upon the parties; provided, however, that the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for Residential Funding only if and for so long as it shall have been authorized to do so by Residential Funding in writing. Specific reference in this Contract to particular provisions of the Guides and not to other provisions does not mean that those provisions of the Guides not specifically cited in this Contract are not applicable. All terms used herein shall have the same meanings as such terms have in the Guides, unless the context clearly requires otherwise. 2. AMENDMENTS. This Contract may not be amended or modified orally, and no provision of this Contract may be waived or amended except in writing signed by the party against whom enforcement is sought. Such a written waiver or amendment must expressly reference this Contract. However, by their terms, the Guides may be amended or supplemented by Residential Funding from time to time. Any such amendment(s) to the Guides shall be binding upon the parties hereto. 3. REPRESENTATIONS AND WARRANTIES. a. Reciprocal Representations and Warranties. The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract: 1 (1) Each party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, is qualified, if necessary, to do business and in good standing in each jurisdiction in which it is required to be so qualified, and has the requisite power and authority to enter into this Contract and all other agreements which are contemplated by this Contract and to carry out its obligations hereunder and under the Guides and under such other agreements. (2) This Contract has been duly authorized, executed and delivered by each party and constitutes a valid and legally binding agreement of each party enforceable in accordance with its terms. (3) There is no action, proceeding or investigation pending or threatened, and no basis therefor is known to either party, that could affect the validity or prospective validity of this Contract. (4) Insofar as its capacity to carry out any obligation under this Contract is concerned, neither party is in violation of any charter, articles of incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation and none of the foregoing adversely affects its capacity to fulfill any of its obligations under this Contract. Its execution of, and performance pursuant to, this Contract will not result in a violation of any of the foregoing. b. Seller/Servicer's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants made by the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the Seller/Servicer makes the representations, warranties and covenants set forth in the Guides and, upon request, agrees to deliver to Residential Funding the certified Resolution of Board of Directors which authorizes the execution and delivery of this Contract. 4. REMEDIES OF RESIDENTIAL FUNDING. If an Event of Seller Default or an Event of Servicer Default shall occur, Residential Funding may, at its option, exercise one or more of those remedies set forth in the Guides. 5. SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR. At no time shall the Seller/Servicer represent that it is acting as an agent of Residential Funding. The Seller/Servicer shall, at all times, act as an independent contractor. 6. PRIOR AGREEMENTS SUPERSEDED. This Contract restates, amends and supersedes any and all prior Seller Contracts or Servicer Contracts between the parties except that any subservicing agreement executed by the Seller/Servicer in connection with any loan-security exchange transaction shall not be affected. 2 7. ASSIGNMENT. This Contract may not be assigned or transferred, in whole or in part, by the Seller/Servicer without the prior written consent of Residential Funding. Residential Funding may sell, assign, convey, hypothecate, pledge or in any other way transfer, in whole or in part, without restriction, its rights under this Contract and the Guides with respect to any Commitment or Loan. 8. NOTICES. All notices, requests, demands or other communications that are to be given under this Contract shall be in writing, addressed to the appropriate parties and sent by telefacsimile or by overnight courier or by United States mail, postage prepaid, to the addresses and telefacsimile numbers specified below. However, another name, address and/or telefacsimile number may be substituted by the Seller/Servicer pursuant to the requirements of this paragraph 8, or Residential Funding pursuant to an amendment to the Guides. If to Residential Funding, notices must be sent to the appropriate address or telefacsimile number specified in the Guides. If to the Seller/Servicer, notice must be sent to: Attention: Telefacsimile Number: ( ) - ------ ------ 9. JURISDICTION AND VENUE. Each of the parties irrevocably submits to the jurisdiction of any state or federal court located in Hennepin County, Minnesota, over any action, suit or proceeding to enforce or defend any right under this Contract or otherwise arising from any loan sale or servicing relationship existing in connection with this Contract, and each of the parties irrevocably agrees that all claims in respect of any such action or proceeding may be heard or determined in such state or federal court. Each of the parties irrevocably waives the defense of an inconvenient forum to the maintenance of any such action or proceeding and any other substantive or procedural rights or remedies it may have with respect to the maintenance of any such action or proceeding in any such forum. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Each of the parties further agrees not to institute any legal actions or proceedings against the other party or any director, officer, employee, attorney, agent or property of the other party, arising out of or relating to this Contract in any court other than as hereinabove specified in this paragraph 9. 10. MISCELLANEOUS. 3 This Contract, including all documents incorporated by reference herein, constitutes the entire understanding between the parties hereto and supersedes all other agreements, covenants, representations, warranties, understandings and communications between the parties, whether written or oral, with respect to the transactions contemplated by this Contract. All paragraph headings contained herein are for convenience only and shall not be construed as part of this Contract. Any provision of this Contract that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and, to this end, the provisions hereof are severable. This Contract shall be governed by, and construed and enforced in accordance with, applicable federal laws and the laws of the State of Minnesota. 4 IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer and Residential Funding have executed this Seller/Servicer Contract as of the date first above written. ATTEST: SELLER/SERVICER [Corporate Seal] (Name of Seller/Servicer) By: By: -------------------------------- (Signature) (Signature) By: By: (Typed Name) (Typed Name) Title: Title: ------------------------------ ======================================= ======================================== ATTEST: RESIDENTIAL FUNDING CORPORATION [Corporate Seal] By: By: -------------------------------- (Signature) (Signature) By: By: (Typed Name) (Typed Name) Title: Title: ------------------------------ 5 EXHIBIT F FORMS OF REQUEST FOR RELEASE DATE: TO: RE: REQUEST FOR RELEASE OF DOCUMENTS In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we request the release of the Mortgage Loan File described below. Pooling and Servicing Agreement Dated: Series#: Account#: Pool#: Loan#: MIN#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that all amounts received or to be received in connection with such payments which are required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement." Residential Funding Corporation Authorized Signature ****************************************************************************** TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement. Enclosed Documents: [ ] Promissory Note [ ] Primary Insurance Policy [ ] Mortgage or Deed of Trust [ ] Assignment(s) of Mortgage or Deed of Trust [ ] Title Insurance Policy [ ] Other: Name: ------------------------ Title: ----------------------- Date: ------------------------ 1 EXHIBIT G-1 FORM OF TRANSFER AFFIDAVIT AND AGREEMENT STATE OF ) ) ss.: COUNTY OF ) [NAME OF OFFICER], being first duly sworn, deposes and says: 1. That he is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class R (the "Owner")), a [savings institution] [corporation] duly organized and existing under the laws of [the State of ] [the United States], on behalf of which he makes this affidavit and agreement. 2. That the Owner (i) is not and will not be a "disqualified organization" or an electing large partnership as of [date of transfer] within the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986, as amended (the "Code") or an electing large partnership under Section 775(a) of the Code, (ii) will endeavor to remain other than a disqualified organization for so long as it retains its ownership interest in the Class R Certificates, and (iii) is acquiring the Class R Certificates for its own account or for the account of another Owner from which it has received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For this purpose, a "disqualified organization" means an electing large partnership under Section 775 of the Code, the United States, any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such governmental entity) or any foreign government, international organization or any agency or instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income). 3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R Certificates to disqualified organizations or electing large partnerships, under the Code, that applies to all transfers of Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor (or, with respect to transfers to electing large partnerships, on each such partnership), or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a disqualified organization, on the agent; (iii) that the person (other than with respect to transfers to electing large partnerships) otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that the Class R Certificates may be "noneconomic residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes 1 due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax. 4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class R Certificates if either the pass-through entity is an electing large partnership under Section 775 of the Code or if at any time during the taxable year of the pass-through entity a disqualified organization is the record holder of an interest in such entity. (For this purpose, a "pass through entity" includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.) 5. The Owner is either (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or a partnership for U.S. federal income tax purposes and created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), (iii) an estate that is described in Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section 7701(a)(30)(E) of the Code. 6. The Owner hereby agrees that it will not cause income from the Class R Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the Owner or another United States taxpayer. 7. That the Owner is aware that the Trustee will not register the transfer of any Class R Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and agreement are false. 8. That the Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the provisions of Section 5.02(f) of the Pooling and Servicing Agreement under which the Class R Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner holds such Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to comply with such restrictions and provisions. 9. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization. 10. The Owner's Taxpayer Identification Number is . 11. This affidavit and agreement relates only to the Class R Certificates held by the Owner and not to any other holder of the Class R Certificates. The Owner understands that the liabilities described herein relate only to the Class R Certificates. 2 12. That no purpose of the Owner relating to the transfer of any of the Class R Certificates by the Owner is or will be to impede the assessment or collection of any tax; in making this representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation Section 1.860E-1(c) and recent amendments thereto, effective as of July 19, 2002, and (ii) the preamble describing the adoption of the amendments to such regulation, which is attached hereto as Exhibit 1. 13. That the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the Class R Certificate that the Owner intends to pay taxes associated with holding such Class R Certificate as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificate. 14. That the Owner has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding. 15. The Purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or an investment manager, named fiduciary or a trustee of any such plan, or any other Person acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any such plan. 3 IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto attached, attested by its [Assistant] Secretary, this day of , 200 . [NAME OF OWNER] By: --------------------------------- [Name of Officer] [Title of Officer] [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner. Subscribed and sworn before me this _______ day of _____, 200___. NOTARY PUBLIC COUNTY OF --------------------------- STATE OF ---------------------------- My Commission expires the ____ day of _____,20 . 4 EXHIBIT 1 DEPARTMENT OF THE TREASURY Internal Revenue Service 26 CFR Parts 1 and 602 [TD 9004] RIN 1545-AW98 Real Estate Mortgage Investment Conduits AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Final regulations. - ----------------------------------------------------------------------- SUMMARY: This document contains final regulations relating to safe harbor transfers of noneconomic residual interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional limitations on the circumstances under which transferors may claim safe harbor treatment. DATES: Effective Date: These regulations are effective July 19, 2002. Applicability Date: For dates of applicability, see Sec. 1.860E- (1)(c)(10). FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940 (not a toll-free number). SUPPLEMENTARY INFORMATION: Paperwork Reduction Act The collection of information in this final rule has been reviewed and, pending receipt and evaluation of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned control number 1545-1675. The collection of information in this regulation is in Sec. 1.860E- 1(c)(5)(ii). This information is required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The collection of information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of safe harbor treatment as provided in the regulation. The likely respondents are businesses and other for-profit institutions. 5 Comments on the collection of information should be sent to the Office of Management and Budget, Attn: Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs, Washington, DC, 20503, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington, DC 20224. Comments on the collection of information should be received by September 17, 2002. Comments are specifically requested concerning: Whether the collection of information is necessary for the proper performance of the functions of the Internal Revenue Service, including whether the information will have practical utility; The accuracy of the estimated burden associated with the collection of information (see below); How the quality, utility, and clarity of the information to be collected may be enhanced; How the burden of complying with the collection of information may be minimized, including through the application of automated collection techniques or other forms of information technology; and Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of service to provide information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by the Office of Management and Budget. The estimated total annual reporting burden is 470 hours, based on an estimated number of respondents of 470 and an estimated average annual burden hours per respondent of one hour. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. Background This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may avail itself of the safe harbor by satisfying either the formula test or the asset test. Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for all tax purposes if a significant purpose of the transfer is to [[Page 47452]] enable the transferor to impede the assessment or collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the 6 REMIC's taxable income. Under a safe harbor, the transferor of a REMIC noneconomic residual interest is presumed not to have a wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable investigation of the transferee's financial condition (the investigation requirement); and (2) the transferor secures a representation from the transferee to the effect that the transferee understands the tax obligations associated with holding a residual interest and intends to pay those taxes (the representation requirement). The IRS and Treasury have been concerned that some transferors of noneconomic residual interests claim they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify the safe harbor by adding the "formula test," an economic test. The proposed regulation provides that the safe harbor is unavailable unless the present value of the anticipated tax liabilities associated with holding the residual interest does not exceed the sum of: (1) The present value of any consideration given to the transferee to acquire the interest; (2) the present value of the expected future distributions on the interest; and (3) the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses. The notice of proposed rulemaking also contained rules for FASITs. Section 1.860H-6(g) of the proposed regulations provides requirements for transfers of FASIT ownership interests and adopts a safe harbor by reference to the safe harbor provisions of the REMIC regulations. In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set forth an alternative safe harbor that taxpayers could use while the IRS and the Treasury considered comments on the proposed regulations. Under the alternative safe harbor, if a transferor meets the investigation requirement and the representation requirement but the transfer fails to meet the formula test, the transferor may invoke the safe harbor if the transferee meets a two- prong test (the asset test). A transferee generally meets the first prong of this test if, at the time of the transfer, and in each of the two years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed $10 million. A transferee generally meets the second prong of this test if it is a domestic, taxable corporation and agrees in writing not to transfer the interest to any person other than another domestic, taxable corporation that also satisfies the requirements of the asset test. A transferor cannot rely on the asset test if the transferor knows, or has reason to know, that the transferee will not comply with its written agreement to limit the 7 restrictions on subsequent transfers of the residual interest. Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a transfer or assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee. If such a transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an applicable income tax treaty would resource excess inclusion income as foreign source income, and that, as a consequence, any U.S. tax liability attributable to the excess inclusion income could be offset by foreign tax credits. Such a claim would impede the assessment or collection of U.S. tax on excess inclusion income, contrary to the congressional purpose of assuring that such income will be taxable in all events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the Code. The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an effort to impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base of a U.S. taxpayer, the transfer is not eligible for safe harbor treatment under either the asset test or the formula test. The final regulations also require a transferee to represent that it will not cause income from the noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base. Section 1.860E-1(c)(8) provides computational rules that a taxpayer may use to qualify for safe harbor status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at a rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this presumed rate of taxation was too high because it does not take into consideration taxpayers subject to the alternative minimum tax rate. In light of the comments received, this provision has been amended in the final regulations to allow certain transferees that compute their taxable income using the alternative minimum tax rate to use the alternative minimum tax rate applicable to corporations. Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in the formula test are to be computed using a discount rate equal to the applicable Federal short-term rate prescribed by section 1274(d). This is a change from the proposed regulation and Rev. Proc. 2001-12. In those publications the provision stated that "present values are computed using a discount rate equal to the applicable Federal rate prescribed in section 1274(d) compounded semiannually" and that "[a] lower discount rate may be used if the transferee can demonstrate that it regularly borrows, in the course of its trade or business, substantial funds at such lower rate from an unrelated third party." The IRS and the Treasury Department have learned that, based on this provision, certain taxpayers have been attempting to use unrealistically low or zero interest rates to satisfy the formula test, frustrating the intent of the test. Furthermore, the Treasury Department and the IRS believe that a rule allowing for a rate other than a rate based on an objective index would add unnecessary complexity to the safe harbor. As a result, the rule in the proposed regulations that permits a transferee to use a lower discount rate, if the transferee can demonstrate that it regularly borrows substantial funds at such lower rate, is not included in the final regulations; and the Federal short-term 8 rate has been substituted for the applicable Federal rate. To simplify taxpayers' computations, the final regulations allow use of any of the published short-term rates, provided that the present values are computed with a corresponding period of compounding. With the exception of the provisions relating to transfers to foreign branches, these changes generally have the proposed applicability date of February 4, 2000, but taxpayers may choose to apply the interest rate formula set forth in the proposed regulation and Rev. Proc. 2001-12 for transfers occurring before August 19, 2002. It is anticipated that when final regulations are adopted with respect to [[Page 47453]] FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted in substantially its present form, with the result that the final regulations contained in this document will also govern transfers of FASIT ownership interests with substantially the same applicability date as is contained in this document. Effect on Other Documents Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of noneconomic residual interests in REMICs occurring on or after August 19, 2002. Special Analyses It is hereby certified that these regulations will not have a significant economic impact on a substantial number of small entities. This certification is based on the fact that it is unlikely that a substantial number of small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has been determined that this Treasury decision is not a significant regulatory action as defined in Executive Order 12866. Therefore, a regulatory assessment is not required. It also has been determined that sections 553(b) and 553(d) of the Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these regulations. Drafting Information The principal author of these regulations is Courtney Shepardson. However, other personnel from the IRS and Treasury Department participated in their development. List of Subjects 26 CFR Part 1 Income taxes, Reporting and record keeping requirements. 26 CFR Part 602 Reporting and record keeping requirements. Adoption of Amendments to the Regulations Accordingly, 26 CFR parts 1 and 602 are amended as follows: PART 1--INCOME TAXES Paragraph 1. The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * 9 EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20 ____ Residential Accredit Loans, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 ================== - ------------------ Attention: Residential Funding Corporation Series ____-___ Re: Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class R Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by (the "Seller") to (the "Purchaser") of $ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer (the "Master Servicer"), and __________________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: 1. No purpose of the Seller relating to the transfer of the Certificate by the Seller to the Purchaser is or will be to impede the assessment or collection of any tax. 2. The Seller understands that the Purchaser has delivered to the Trustee and the Master Servicer a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know or believe that any representation contained therein is false. 3. The Seller has at the time of the transfer conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as they become due and has found no significant evidence to 10 indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Seller understands that the transfer of a Class R Certificate may not be respected for United States income tax purposes (and the Seller may continue to be liable for United States income taxes associated therewith) unless the Seller has conducted such an investigation. 4. The Seller has no actual knowledge that the proposed Transferee is not both a United States Person and a Permitted Transferee. Very truly yours, (Seller) By: --------------------------------- Name: ------------------------------- Title: ------------------------------ 11 EXHIBIT H FORM OF INVESTOR REPRESENTATION LETTER ______________, 20 ____ Residential Accredit Loans, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 ================== - ------------------ Residential Funding Corporation 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 Attention: Residential Funding Corporation Series ____-___ RE: Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, [Class B-] Ladies and Gentlemen: (the "Purchaser") intends to purchase from (the "Seller") $ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer (the "Master Servicer"), and __________________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that: 1. The Purchaser understands that (a) the Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law, (b) the Company is not required to so register or qualify the Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect. 1 2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any applicable state securities laws. 3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act. 4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private Placement Memorandum, dated ______________, 20___, relating to the Certificates (b)] a copy of the Pooling and Servicing Agreement and [b] [c] such other information concerning the Certificates, the Mortgage Loans and the Company as has been requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in connection with the initial distribution of the Certificates and was provided with a copy of the Private Placement Memorandum (the "Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the Company, the Purchaser acknowledges that such Memorandum was provided to it by the Seller, that the Memorandum was prepared by the Company solely for use in connection with the Original Sale and the Company did not participate in or facilitate in any way the purchase of the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and not to the Company with respect to any damage, liability, claim or expense arising out of, resulting from or in connection with (a) error or omission, or alleged error or omission, contained in the Memorandum, or (b) any information, development or event arising after the date of the Memorandum.] 5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that 2 (as to any of (a) through (e) above) would constitute a distribution of any Certificate under the Act, that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. 6. The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60. In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in either 6(a) or (b) above. Very truly yours, By: --------------------------------- Name: ------------------------------- Title: ------------------------------ 3 EXHIBIT I FORM OF TRANSFEROR REPRESENTATION LETTER ___________, 20 ___ Residential Accredit Loans, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, MN 55437 ================== - ------------------ Attention: Residential Funding Corporation Series ____-___ Re: Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, [Class B-] Ladies and Gentlemen: In connection with the sale by (the "Seller") to (the "Purchaser") of $ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series ____-___, Class (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________________, as trustee (the "Trustee"). The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. 1 Very truly yours, (Seller) By: --------------------------------- Name: ------------------------------- Title: ------------------------------ 2 EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: ____________________________________________________________________________ The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer"). 1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act. 2. The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Master Servicer (as defined in the Pooling and Servicing Agreement (the "Agreement"), dated as of ___________ 1, ____ among Residential Funding Corporation as Master Servicer, Residential Accredit Loans, Inc. as depositor pursuant to Section 5.02 of the Agreement and __________________, as trustee, as follows: (a) The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state. (b) The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities. 1 (c) The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer. (d) Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities. (e) The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act. [3. The Buyer (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60.] 4. This document may be executed in one or more counterparts and by the 2 different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document. IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below. Print Name of Seller Print Name of Buyer By: By: ------------------------------------------ Name: Name: Title: Title: Taxpayer Identification Taxpayer Identification: No. No: ------------------------------------------ Date: Date: ---------------------------------------- 3 ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers Other Than Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. 2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $ in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below. - -- Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code. - -- Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. - -- Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements. - -- Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. - -- Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of Columbia. 1 - -- State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. - -- ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. - -- Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940. - -- SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. - -- Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. - -- Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans. 3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934. 5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A. 2 Will the Buyer be purchasing the Rule 144A Yes No Securities only for the Buyer's own account? 6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of "qualified institutional buyer" set forth in Rule 144A. 7. The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase. Print Name of Buyer By: ------------------------------- Name: Title: Date: ------------------------------- 3 ANNEX 2 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers That Are Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 8. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. 9. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used. - -- The Buyer owned $ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). - -- The Buyer is part of a Family of Investment Companies which owned in the aggregate $ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 10. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 11. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. 12. The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account. 4 13. The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. Print Name of Buyer By: ------------------------------ Name: ------------------------- Title: ------------------------ IF AN ADVISER: Print Name of Buyer Date: ------------------------------ 5 EXHIBIT K [TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A LIMITED GUARANTY] ARTICLE XII Subordinate Certificate Loss Coverage; Limited Guaranty Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Sub-Servicer will be entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Sub-Servicer Advances previously made, (which will not be Advances or Sub-Servicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section 4.02(a), to the extent such Advances or Sub-Servicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a). (b) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether any Realized Losses (other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses) will be allocated to the Class B Certificates on such Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer shall demand payment from Residential Funding of the amount of such Realized Loss and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a); provided, however, that the amount of such demand in respect of any Distribution Date shall in no event be greater than the sum of (i) the additional amount of Accrued Certificate Interest that would have been paid for the Class B Certificateholders on such Distribution Date had such Realized Loss or Losses not occurred plus (ii) the amount of the reduction in the Certificate Principal Balances of the Class B Certificates on such Distribution Date due to such Realized Loss or Losses. Notwithstanding such payment, such Realized Losses shall be deemed to have been borne by the Certificateholders for purposes of Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates will not be covered by the Subordinate Certificate Loss Obligation. (c) Demands for payments pursuant to this Section shall be made prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date by the Master Servicer with written notice thereof to the Trustee. The maximum amount that Residential Funding shall be required to pay pursuant to this Section on any Distribution Date (the "Amount Available") shall be equal to the lesser of (X) minus the sum of (i) all previous payments made under subsections (a) and (b) hereof and (ii) all draws 1 under the Limited Guaranty made in lieu of such payments as described below in subsection (d) and (Y) the then outstanding Certificate Principal Balances of the Class B Certificates, or such lower amount as may be established pursuant to Section 12.02. Residential Funding's obligations as described in this Section are referred to herein as the "Subordinate Certificate Loss Obligation." (d) The Trustee will promptly notify General Motors Acceptance Corporation of any failure of Residential Funding to make any payments hereunder and shall demand payment pursuant to the limited guaranty (the "Limited Guaranty"), executed by General Motors Acceptance Corporation, of Residential Funding's obligation to make payments pursuant to this Section, in an amount equal to the lesser of (i) the Amount Available and (ii) such required payments, by delivering to General Motors Acceptance Corporation a written demand for payment by wire transfer, not later than the second Business Day prior to the Distribution Date for such month, with a copy to the Master Servicer. (e) All payments made by Residential Funding pursuant to this Section or amounts paid under the Limited Guaranty shall be deposited directly in the Certificate Account, for distribution on the Distribution Date for such month to the Class B Certificateholders. (f) The Company shall have the option, in its sole discretion, to substitute for either or both of the Limited Guaranty or the Subordinate Certificate Loss Obligation another instrument in the form of a corporate guaranty, an irrevocable letter of credit, a surety bond, insurance policy or similar instrument or a reserve fund; provided that (i) the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision) an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that obtaining such substitute corporate guaranty, irrevocable letter of credit, surety bond, insurance policy or similar instrument or reserve fund will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1) of the Code or on "contributions after the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding, and (ii) no such substitution shall be made unless (A) the substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not less than the then current Amount Available and contains provisions that are in all material respects equivalent to the original Limited Guaranty or Subordinate Certificate Loss Obligation (including that no portion of the fees, reimbursements or other obligations under any such instrument will be borne by the Trust Fund), (B) the long term debt obligations of any obligor of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not supported by the Limited Guaranty) shall be rated at least the lesser of (a) the rating of the long term debt obligations of General Motors Acceptance Corporation as of the date of issuance of the Limited Guaranty and (b) the rating of the long term debt obligations of General Motors Acceptance Corporation at the date of such substitution and (C) the Company obtains written confirmation from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company that such substitution shall not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss 2 Obligation pursuant to this Section shall be accompanied by a written Opinion of Counsel to the substitute guarantor or obligor, addressed to the Master Servicer and the Trustee, that such substitute instrument constitutes a legal, valid and binding obligation of the substitute guarantor or obligor, enforceable in accordance with its terms, and concerning such other matters as the Master Servicer and the Trustee shall reasonably request. Neither the Company, the Master Servicer nor the Trustee shall be obligated to substitute for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any circumstance. Section 12.02. Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supercession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supercession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. 3 EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL ACCREDIT LOANS, INC. Mortgage Asset-Backed Pass-Through Certificates Series ____-___ ______________, 200 ___ ================== - ------------------ Attention: Residential Funding Corporation Series ____-___ Ladies and Gentlemen: WHEREAS, Residential Funding Corporation, a Delaware corporation ("Residential Funding"), an indirect wholly-owned subsidiary of General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain obligations as described under Section 12.01 of the Pooling and Servicing Agreement dated as of ___________ 1, ____ (the "Servicing Agreement"), among Residential Accredit Loans, Inc. (the "Company"), Residential Funding and __________________ (the "Trustee") as amended by Amendment No. ------ thereto, dated as of , with respect to the Mortgage Asset-Backed Pass-Through Certificates, ---------------- Series ____-___ (the "Certificates"); and WHEREAS, pursuant to Section 12.01 of the Servicing Agreement, Residential Funding agrees to make payments to the Holders of the Class B Certificates with respect to certain losses on the Mortgage Loans as described in the Servicing Agreement; and WHEREAS, GMAC desires to provide certain assurances with respect to the ability of Residential Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation; NOW THEREFORE, in consideration of the premises herein contained and certain other good and valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows: 1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential Funding), either directly or through a subsidiary, in any case prior to the related 1 Distribution Date, such moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and as the same arises from time to time upon the demand of the Trustee in accordance with Section 12.01 of the Servicing Agreement. (b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this Limited Guaranty pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination of the Trust Fund pursuant to the Servicing Agreement. 2. Waiver. GMAC hereby waives any failure or delay on the part of Residential Funding, the Trustee or any other person in asserting or enforcing any rights or in making any claims or demands hereunder. Any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right. GMAC further waives demand, presentment, notice of default, protest, notice of acceptance and any other notices with respect to this Limited Guaranty, including, without limitation, those of action or nonaction on the part of Residential Funding or the Trustee. 3. Modification, Amendment and Termination. This Limited Guaranty may be modified, amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC. 4. Successor. Except as otherwise expressly provided herein, the guarantee herein set forth shall be binding upon GMAC and its respective successors. 5. Governing Law. This Limited Guaranty shall be governed by the laws of the State of New York. 6. Authorization and Reliance. GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Company and the Trustee to rely on the covenants and agreements set forth herein. 7. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Servicing Agreement. 8. Counterparts. This Limited Guaranty may be executed in any number of counterparts, each of which shall be deemed to be an original and such counterparts shall constitute but one and the same instrument. 2 IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed and delivered by its respective officers thereunto duly authorized as of the day and year first above written. GENERAL MOTORS ACCEPTANCE CORPORATION By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Acknowledged by: - ------------------, as Trustee By: ------------------------------------------------ Name: ---------------------------------------------- Title: --------------------------------------------- RESIDENTIAL ACCREDIT LOANS, INC. By: ------------------------------------------------ Name: ---------------------------------------------- Title: --------------------------------------------- 3 EXHIBIT M FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN , 20 -------------------- -------- Residential Accredit Loans, Inc. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 ================== - ------------------ Attention: Residential Funding Corporation Series ____-___ Re: Mortgage Asset-Backed Pass-Through Certificates, Series ____-___ Assignment of Mortgage Loan Ladies and Gentlemen: This letter is delivered to you in connection with the assignment by (the "Trustee") to (the "Lender") of (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of ___________ 1, ____ among Residential Accredit Loans, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and warrants to, and covenants with, the Master Servicer and the Trustee that: (i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) the Mortgage Loan following the proposed assignment will be modified to have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) such assignment is at the request of the borrower under the related Mortgage Loan. Very truly yours, (Lender) By: --------------------------------- Name: ------------------------------- 1 EXHIBIT N FORM OF REQUEST FOR EXCHANGE [DATE] ================== - ------------------ Re: Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series ____-___ Residential Funding Corporation, as the Holder of a % Percentage Interest of the [Interest Only/Class A-V][-1] Certificates, hereby requests the Trustee to exchange the above-referenced Certificates for the Subclasses referred to below: 1. [Interest Only/Class A-V]- Certificates, corresponding to the following Uncertificated REMIC Regular Interests: [List numbers corresponding to the related loans and Pool Strip Rates from the Mortgage Loan Schedule]. The initial Subclass Notional Amount and the Initial Pass-Through Rate on the [Interest Only/Class A-V]- Certificates will be $ and %, respectively. 2. [Repeat as appropriate.] The Subclasses requested above will represent in the aggregate all of the Uncertificated REMIC Regular Interests represented by the [Interest Only/Class A-V][-1] Certificates surrendered for exchange. All capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement, dated as of ___________ 1, ____, among Residential Accredit Loans, Inc., Residential Funding Corporation and __________________, as trustee. RESIDENTIAL FUNDING CORPORATION By: ------------------------------ Name: Title: 1 EXHIBIT O Form of Form 10-K Certification I, [identify the certifying individual], certify that: 1. I have reviewed the annual report on Form 10-K for the fiscal year [____], and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by that annual report, of the trust (the "Trust") created pursuant to the Series Supplement dated ___________________ to the Standard Terms of Pooling and Servicing Agreement dated ____________________ (together, the "P&S Agreement") among Residential Accredit Loans, Inc. (the "Company"), Residential Funding Corporation (the "Master Servicer") and [Name of Trustee] (the "Trustee"); 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the servicing information required to be provided to the Trustee by the Master Servicer under the P&S Agreement for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the Master Servicer under the P&S Agreement and based upon my knowledge and the annual compliance review required under the P&S Agreement, and, except as disclosed in the reports, the Master Servicer has fulfilled its obligations under the P&S Agreement; and 5. The reports disclose all significant deficiencies relating to the Master Servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers as set forth in the P&S Agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on the information provided to me by the following unaffiliated parties: [the Trustee]. Date:_______________________ ____________________________* Name: Title: * to be signed by the senior officer in charge of the servicing functions of the Master Servicer EXHIBIT P [FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE] The undersigned, a Responsible Officer of [_________] (the "Trustee") certifies that: (a) The Trustee has performed all of the duties specifically required to be performed by it pursuant to the provisions of the Pooling and Servicing Agreement dated as of [_________], 20[__] (the "Agreement") by and among [__________], as depositor, Residential Funding Corporation, as master servicer, and the Trustee in accordance with the standards set forth therein. (b) Based on my knowledge, the list of Certificateholders as shown on the Certificate Register as of the end of each calendar year that is provided by the Trustee pursuant to the Agreement is accurate as of the last day of the 20[__] calendar year. Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement. IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.] Name:______________________ Title: 1 EXHIBIT Q INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING AGENCIES RELATING TO REPORTABLE MODIFIED MORTGAGE LOANS Account number Transaction Identifier Unpaid Principal Balance prior to Modification Next Due Date Monthly Principal and Interest Payment Total Servicing Advances Current Interest Rate Original Maturity Date Original Term to Maturity (Months) Remaining Term to Maturity (Months) Trial Modification Indicator Mortgagor Equity Contribution Total Servicer Advances Trial Modification Term (Months) Trial Modification Start Date Trial Modification End Date Trial Modification Period Principal and Interest Payment Trial Modification Interest Rate Trial Modification Term Rate Reduction Indicator Interest Rate Post Modification Rate Reduction Start Date Rate Reduction End Date Rate Reduction Term Term Modified Indicator Modified Amortization Period Modified Final Maturity Date Total Advances Written Off Unpaid Principal Balance Written Off Other Past Due Amounts Written Off Write Off Date Unpaid Principal Balance Post Write Off Capitalization Indicator Mortgagor Contribution Total Capitalized Amount Modification Close Date Unpaid Principal Balance Post Capitalization Modification Next Payment Due Date per Modification Plan Principal and Interest Payment Post Modification Interest Rate Post Modification Payment Made Post Capitalization Delinquency Status to Modification Plan 1