Contract

by RAMP Series 2005-SP2 Trust
October 26th, 2005

EXECUTION COPY RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., Depositor, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and JPMORGAN CHASE BANK, N.A. Trustee POOLING AND SERVICING AGREEMENT Dated as of September 1, 2005 Mortgage Asset-Backed Pass-Through Certificates Series 2005-SP2

TABLE OF CONTENTS ARTICLE I DEFINITIONS PAGE Section 1.01. Definitions...............................................................6 Accrued Certificate Interest........................................................6 Adjusted Mortgage Rate..............................................................7 Adjustment Date.....................................................................7 Advance ............................................................................7 Affiliate...........................................................................7 Agreement...........................................................................8 Amount Held for Future Distribution.................................................8 Appraised Value.....................................................................8 Assigned Contracts..................................................................8 Assignment..........................................................................8 Assignment Agreement................................................................8 Assignment of Proprietary Lease.....................................................9 Available Distribution Amount.......................................................9 Balloon Loan........................................................................9 Balloon Payment.....................................................................9 Bankruptcy Amount...................................................................9 Bankruptcy Code....................................................................10 Bankruptcy Loss....................................................................10 Book-Entry Certificate.............................................................10 Business Day.......................................................................10 Calendar Quarter...................................................................11 Capitalization Reimbursement Amount................................................11 Capitalization Reimbursement Shortfall Amount......................................11 Cash Liquidation...................................................................11 Certificate........................................................................11 Certificate Account................................................................11 Certificate Account Deposit Date...................................................11 Certificateholder or Holder........................................................11 Certificate Owner..................................................................12 Certificate Principal Balance......................................................12 Certificate Register and Certificate Registrar.....................................12 Class ............................................................................12 Class A Certificates...............................................................12 Class A-I Certificates.............................................................13 Class A-I-1 Margin.................................................................13 Class A-I-2 Margin.................................................................13 Class A-I-3 Margin.................................................................13 Class A-II Certificates............................................................13 Class A-II Margin..................................................................13 Class B Certificates...............................................................13 Class B-I-1 Certificate............................................................13 Class B-I Certificates.............................................................13 Class B-I Margin...................................................................13 Class B-II-1 Certificate...........................................................13 Class B-II-2 Certificate...........................................................14 Class B-II-3 Certificate...........................................................14 Class M Certificates...............................................................14 Class M-I-1 Certificate............................................................14 Class M-I-1 Interest Distribution Amount...........................................14 Class M-I-1 Principal Distribution Amount..........................................14 Class M-I-2 Certificate............................................................15 Class M-I-2 Interest Distribution Amount...........................................15 Class M-I-2 Principal Distribution Amount..........................................15 Class M-I-3 Certificate............................................................15 Class M-I-3 Interest Distribution Amount...........................................16 Class M-I-3 Principal Distribution Amount..........................................16 Class M-I-4 Certificate............................................................16 Class M-I-4 Interest Distribution Amount...........................................17 Class M-I-4 Principal Distribution Amount..........................................17 Class M-I-5 Certificate............................................................17 Class M-I-5 Interest Distribution Amount...........................................17 Class M-I-5 Principal Distribution Amount..........................................18 Class M-I Margin...................................................................18 Class M-II-1 Certificate...........................................................19 Class M-II-2 Certificate...........................................................19 Class M-II-3 Certificate...........................................................19 Class M-II-4 Certificate...........................................................19 Class M-II Margin..................................................................19 Class R Certificate................................................................19 Class R-I Certificate..............................................................19 Class R-II Certificate.............................................................20 Class R-III Certificate............................................................20 Class SB Certificate...............................................................20 Class SB Distribution Amount.......................................................20 Closing Date.......................................................................20 Code ............................................................................20 Commission.........................................................................20 Cooperative........................................................................20 Cooperative Apartment..............................................................20 Cooperative Lease..................................................................20 Cooperative Loans..................................................................20 Cooperative Stock..................................................................21 Cooperative Stock Certificate......................................................21 Corporate Trust Office.............................................................21 Corresponding Class................................................................21 Credit Repository..................................................................21 Credit Support Pledge Agreement....................................................21 Curtailment........................................................................21 Custodial Account..................................................................21 Custodial Agreement................................................................21 Custodian..........................................................................21 Cut-off Date.......................................................................21 Cut-off Date Balance...............................................................21 Cut-off Date Principal Balance.....................................................22 Debt Service Reduction.............................................................22 Deficient Valuation................................................................22 Definitive Certificate.............................................................22 Deleted Mortgage Loan..............................................................22 Delinquent.........................................................................22 Depository.........................................................................22 Depository Participant.............................................................22 Derivative Contract................................................................22 Derivative Counterparty............................................................23 Destroyed Mortgage Note............................................................23 Determination Date.................................................................23 Disqualified Organization..........................................................23 Distribution Date..................................................................23 Due Date...........................................................................23 Due Period.........................................................................23 Eligible Account...................................................................23 Eligible Funds.....................................................................24 Eligible Master Servicing Compensation.............................................24 ERISA ............................................................................24 Event of Default...................................................................24 Excess Bankruptcy Loss.............................................................24 Excess Cash Flow...................................................................24 Excess Fraud Loss..................................................................25 Excess Loss........................................................................25 Excess Overcollateralization Amount................................................25 Excess Special Hazard Loss.........................................................25 Excess Subordinate Principal Amount................................................25 Exchange Act.......................................................................25 Extraordinary Events...............................................................25 Extraordinary Losses...............................................................26 Fannie Mae.........................................................................26 FDIC ............................................................................26 FHA ............................................................................26 Final Certification................................................................26 Final Distribution Date............................................................26 Fitch ............................................................................26 Foreclosure Profits................................................................26 Fraud Loss Amount..................................................................26 Fraud Losses.......................................................................27 Freddie Mac........................................................................27 Gross Margin.......................................................................27 Group A-II Certificates............................................................27 Group A-II Senior Certificates.....................................................27 Group A-II Subordinate Certificates................................................27 Group A-II Subordinate Percentage..................................................27 Group I Cut-off Date Balance.......................................................27 Group I Loan.......................................................................28 Group I Marker Rate................................................................28 Group I Net WAC Cap Rate...........................................................28 Group I Net WAC Cap Shortfall......................................................28 Group I Net WAC Cap Shortfall Carry-Forward Amount.................................28 Group I Optional Termination Date..................................................28 Group I Pool Stated Principal Balance..............................................28 Group I Principal Distribution Amount..............................................28 Group I Senior Certificates........................................................29 Group I Senior Enhancement Percentage..............................................29 Group I Stepdown Date..............................................................30 Group I Senior Enhancement Percentage..............................................30 Group I Subordination Percentage...................................................30 Group I Trigger Event..............................................................30 Group II Cut-off Date Balance......................................................30 Group II Loan......................................................................30 Group II Net WAC Cap Rate..........................................................30 Group II Net WAC Cap Shortfall.....................................................31 Group II Net WAC Cap Shortfall Carry-Forward Amount................................31 Group II Optional Termination Date.................................................31 Group II Pool Stated Principal Balance.............................................31 Group II Senior Certificates.......................................................31 Hazardous Materials................................................................31 High Cost Loan.....................................................................31 Highest Priority...................................................................31 Independent........................................................................32 Index ............................................................................32 Initial Certificate Principal Balance..............................................32 Initial Notional Amount............................................................32 Initial Subordinate Class Percentage...............................................32 Insurance Proceeds.................................................................32 Interest Accrual Period............................................................32 Interest Distribution Amount.......................................................33 Interest Only Certificate..........................................................33 Interested Person..................................................................33 Interim Certification..............................................................33 Late Collections...................................................................33 LIBOR .............................................................................33 LIBOR Business Day.................................................................33 LIBOR Rate Adjustment Date.........................................................33 Limited Repurchase Right Holder....................................................33 Liquidation Proceeds...............................................................33 Loan Group.........................................................................33 Loan-to-Value Ratio................................................................34 Lower Priority.....................................................................34 Lowest Priority....................................................................34 Margin ............................................................................34 Maturity Date......................................................................34 Maximum Group I Rate...............................................................34 Maximum Group II Rate..............................................................34 Maximum Mortgage Rate..............................................................34 Maximum Net Mortgage Rate..........................................................34 MERS ............................................................................34 MERS(R) System.....................................................................34 MIN ............................................................................35 Minimum Mortgage Rate..............................................................35 Modified Mortgage Loan.............................................................35 Modified Net Mortgage Rate.........................................................35 MOM Loan...........................................................................35 Monthly Payment....................................................................35 Monthly Strike Rate................................................................35 Moody's ...........................................................................35 Mortgage...........................................................................35 Mortgage File......................................................................35 Mortgage Loan Schedule.............................................................35 Mortgage Loans.....................................................................37 Mortgage Note......................................................................37 Mortgage Rate......................................................................37 Mortgaged Property.................................................................37 Neg Am Loan........................................................................37 Net Mortgage Rate..................................................................37 Non-Primary Residence Loans........................................................37 Non-United States Person...........................................................37 Nonrecoverable Advance.............................................................37 Nonsubserviced Mortgage Loan.......................................................38 Note Margin........................................................................38 Notice ............................................................................38 Notional Amount....................................................................38 Officers' Certificate..............................................................38 Opinion of Counsel.................................................................39 Outstanding Mortgage Loan..........................................................39 Overcollateralization Amount.......................................................39 Overcollateralization Floor........................................................39 Overcollateralization Increase Amount..............................................39 Overcollateralization Reduction Amount.............................................39 Ownership Interest.................................................................39 Pass-Through Rate..................................................................39 Paying Agent.......................................................................40 Percentage Interest................................................................40 Periodic Cap.......................................................................41 Permitted Investments..............................................................41 Permitted Transferee...............................................................42 Person ............................................................................42 Pledged Amount.....................................................................42 Pledged Asset Loan.................................................................42 Pledged Assets.....................................................................42 Prepayment Assumption..............................................................43 Prepayment Distribution Percentage.................................................43 Prepayment Distribution Trigger....................................................44 Prepayment Interest Shortfall......................................................44 Prepayment Period..................................................................44 Primary Insurance Policy...........................................................44 Principal Prepayment...............................................................44 Principal Prepayment in Full.......................................................44 Principal Remittance Amount........................................................45 Program Guide......................................................................45 Purchase Price.....................................................................45 Qualified Insurer..................................................................45 Qualified Substitute Mortgage Loan.................................................45 Rating Agency......................................................................46 Realized Loss......................................................................46 Record Date........................................................................47 Regular Certificates...............................................................47 Regular Interest...................................................................47 Relief Act.........................................................................47 Relief Act Shortfalls..............................................................47 REMIC .............................................................................47 REMIC Administrator................................................................47 REMIC I ...........................................................................47 REMIC I Interest Loss Allocation Amount............................................48 REMIC I Overcollateralized Amount..................................................48 REMIC I Pass-Through Rate..........................................................48 REMIC I Principal Loss Allocation Amount...........................................48 REMIC I Regular Interests..........................................................48 REMIC I Regular Interest AA........................................................48 REMIC I Regular Interest A-I-1.....................................................48 REMIC I Regular Interest A-I-2.....................................................48 REMIC I Regular Interest A-I-3.....................................................48 REMIC I Regular Interest B-I-1.....................................................49 REMIC I Regular Interest M-I-1.....................................................49 REMIC I Regular Interest M-I-2.....................................................49 REMIC I Regular Interest M-I-3.....................................................49 REMIC I Regular Interest M-I-4.....................................................49 REMIC I Regular Interest M-I-5.....................................................49 REMIC I Regular Interest ZZ........................................................49 REMIC I Regular Interest ZZ Maximum Interest Deferral Amount.......................49 REMIC I Required Overcollateralization Amount......................................50 REMIC II...........................................................................50 REMIC II Pass-Through Rate.........................................................50 REMIC II Regular Interests.........................................................50 REMIC II Regular Interest II-A-II..................................................50 REMIC II Regular Interest II-B-II-1................................................50 REMIC II Regular Interest II-B-II-2................................................50 REMIC II Regular Interest II-B-II-3................................................50 REMIC II Regular Interest II-M-II-1................................................51 REMIC II Regular Interest II-M-II-2................................................51 REMIC II Regular Interest II-M-II-3................................................51 REMIC II Regular Interest II-M-II-4................................................51 REMIC II Subordinated Balance Ratio................................................51 REMIC Provisions...................................................................51 REO Acquisition....................................................................51 REO Disposition....................................................................51 REO Imputed Interest...............................................................51 REO Proceeds.......................................................................51 REO Property.......................................................................52 Reportable Modified Mortgage Loan..................................................52 Repurchase Event...................................................................52 Repurchase Price...................................................................52 Request for Release................................................................52 Required Insurance Policy..........................................................52 Required Overcollateralization Amount..............................................53 Reserve Fund.......................................................................53 Reserve Fund Deposit...............................................................53 Reserve Fund Residual Right........................................................53 Residential Funding................................................................53 Responsible Officer................................................................53 Security Agreement.................................................................53 Senior Accelerated Distribution Percentage.........................................53 Senior Certificates................................................................55 Senior Percentage..................................................................55 Senior Principal Distribution Amount...............................................55 Servicing Accounts.................................................................55 Servicing Advances.................................................................55 Servicing Fee......................................................................55 Servicing Fee Rate.................................................................55 Servicing Modification.............................................................55 Servicing Officer..................................................................56 Sixty-Plus Delinquency Percentage..................................................56 Special Hazard Amount..............................................................56 Special Hazard Loss................................................................57 Standard & Poor's..................................................................57 Startup Date.......................................................................57 Stated Principal Balance...........................................................57 Subordinate Class Percentage.......................................................57 Subordinate Principal Distribution Amount..........................................57 Subordination......................................................................58 Subsequent Recoveries..............................................................58 Subserviced Mortgage Loan..........................................................58 Subservicer........................................................................58 Subservicer Advance................................................................58 Subservicing Account...............................................................58 Subservicing Agreement.............................................................59 Subservicing Fee...................................................................59 Subservicing Fee Rate..............................................................59 Tax Returns........................................................................59 Transfer...........................................................................59 Transferee.........................................................................59 Transferor.........................................................................59 Trust Fund.........................................................................59 Trust Fund I.......................................................................59 Trust Fund II......................................................................60 Uncertificated Accrued Interest....................................................60 Uncertificated Pass-Through Rate...................................................60 Uncertificated Principal Balance...................................................60 Uniform Single Attestation Program for Mortgage Bankers............................61 Uninsured Cause....................................................................61 United States Person...............................................................61 VA ............................................................................61 Voting Rights......................................................................61 Yield Maintenance Agreement Notional Balance.......................................62 Yield Maintenance Agreement Payment................................................62 Yield Maintenance Agreement Provider...............................................62 Yield Maintenance Agreement Purchase Price.........................................62 Yield Maintenance Agreements.......................................................62 Yield Maintenance Deposit Account..................................................62 Yield Maintenance Deposit Account Residual Right...................................62 Section 1.02. Determination of LIBOR...................................................62 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01. Conveyance of Mortgage Loans.............................................64 Section 2.02. Acceptance by Trustee....................................................70 Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Depositor .....................................................71 Section 2.04. Representations and Warranties of Residential Funding....................73 Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC I Regular Interests and REMIC II Regular Interests.................................75 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01. Master Servicer to Act as Servicer.......................................77 Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' Obligations.... ......................78 Section 3.03. Successor Subservicers...................................................79 Section 3.04. Liability of the Master Servicer.........................................80 Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders ................................................80 Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..........80 Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account ...........................................................81 Section 3.08. Subservicing Accounts; Servicing Accounts................................84 Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans ....................................................85 Section 3.10. Permitted Withdrawals from the Custodial Account.........................85 Section 3.11. Maintenance of Primary Insurance Coverage................................87 Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage........88 Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments....................................89 Section 3.14. Realization Upon Defaulted Mortgage Loans................................91 Section 3.15. Trustee to Cooperate; Release of Mortgage Files..........................95 Section 3.16. Servicing and Other Compensation; Eligible Master Servicing Compensation.97 Section 3.17. Reports to the Trustee and the Depositor.................................98 Section 3.18. Annual Statement as to Compliance........................................98 Section 3.19. Annual Independent Public Accountants' Servicing Report..................99 Section 3.20. Right of the Depositor in Respect of the Master Servicer.................99 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account.....................................................107 Section 4.02. Distributions...........................................................108 Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting...............................................................118 Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master Servicer...................................121 Section 4.05. Allocation of Realized Losses...........................................123 Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property...........124 Section 4.07. Optional Purchase of Defaulted Mortgage Loans...........................124 Section 4.08. Limited Mortgage Loan Repurchase Right..................................125 Section 4.09. Distribution of Net WAC Cap Shortfall Carry-Forward Amounts; Yield Maintenance Deposit Account.......................................125 Section 4.10. Derivative Contracts....................................................127 ARTICLE V THE CERTIFICATES Section 5.01. The Certificates........................................................129 Section 5.02. Registration of Transfer and Exchange of Certificates...................130 Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.......................136 Section 5.04. Persons Deemed Owners...................................................136 Section 5.05. Appointment of Paying Agent.............................................136 ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.........138 Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer........138 Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others139 Section 6.04. Depositor and Master Servicer Not to Resign.............................139 ARTICLE VII DEFAULT Section 7.01. Events of Default.......................................................141 Section 7.02. Trustee or Depositor to Act; Appointment of Successor...................142 Section 7.03. Notification to Certificateholders......................................144 Section 7.04. Waiver of Events of Default.............................................144 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01. Duties of Trustee.......................................................147 Section 8.02. Certain Matters Affecting the Trustee...................................148 Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...................150 Section 8.04. Trustee May Own Certificates............................................150 Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.....150 Section 8.06. Eligibility Requirements for Trustee....................................151 Section 8.07. Resignation and Removal of the Trustee..................................152 Section 8.08. Successor Trustee.......................................................153 Section 8.09. Merger or Consolidation of Trustee......................................153 Section 8.10. Appointment of Co-Trustee or Separate Trustee...........................153 Section 8.11. Appointment of Custodians...............................................154 ARTICLE IX TERMINATION Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans .....................................................156 Section 9.02. Additional Termination Requirements.....................................158 ARTICLE X REMIC PROVISIONS Section 10.01. REMIC Administration....................................................160 Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification........163 Section 10.03. Distributions on the REMIC I Regular Interests and the REMIC II Regular Interests ......................................................164 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01. Amendment...............................................................167 Section 11.02. Recordation of Agreement; Counterparts..................................169 Section 11.03. Limitation on Rights of Certificateholders..............................170 Section 11.04. Governing Law...........................................................170 Section 11.05. Notices.................................................................170 Section 11.06. Notices to Rating Agencies..............................................171 Section 11.07. Severability of Provisions..............................................172 Section 11.08. Supplemental Provisions for Resecuritization............................172 EXHIBIT A FORM OF CLASS A CERTIFICATE AND INTEREST ONLY CERTIFICATE
This Pooling and Servicing Agreement, effective as of September 1, 2005, among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organized under the laws of the United States, as trustee (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT: The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in thirty classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein). REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group I Loans and certain other related assets (exclusive of the Yield Maintenance Deposit Account and the Yield Maintenance Agreements) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." The Class R-I Certificates will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "REMIC I Pass-Through Rate") and the initial Uncertificated Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the date set forth below. None of the REMIC I Regular Interests will be certificated.
REMIC I Uncertificated REMIC I Latest Possible Designation Pass-Through Rate Principal Balance Maturity Date(1) AA Adjustable(2) $ 180,014,411.26 May 25, 2044 A-I-1 Adjustable(2) $ 1,146,150 May 25, 2044 A-I-2 Adjustable(2) $ 155,980 May 25, 2044 A-I-3 Adjustable(2) $ 213,380 May 25, 2044 M-I-1 Adjustable(2) $ 128,580 May 25, 2044 M-I-2 Adjustable(2) $ 91,840 May 25, 2044 M-I-3 Adjustable(2) $ 50,510 May 25, 2044 M-I-4 Adjustable(2) $ 18,360 May 25, 2044 M-I-5 Adjustable(2) $ 13,3770 May 25, 2044 B-I-1 Adjustable(2)) $ 18,360 May 25, 2044 ZZ Adjustable(2) $ 1,836,945.74 May 25, 2044
- ----------------- (1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC I Regular Interest. (2) Calculated in accordance with the definition of "REMIC I Pass-Through Rate" herein. REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated "REMIC II." The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the date set forth below.
Uncertificated REMIC II REMIC II Pass-Through Principal Balance Latest Possible Designation Rate Maturity Date (1) II-A-II Adjustable(2) $ 288,130,000 June 25, 2044 II-M-II-1 Adjustable(2) $ 7,356,000 June 25, 2044 II-M-II-2 Adjustable(2) $ 4,291,000 June 25, 2044 II-M-II-3 Adjustable(2) $ 2,298,000 June 25, 2044 II-M-II-4 Adjustable(2) $ 1,072,000 June 25, 2044 II-B-II-1 Variable(2) $ 1,379,000 June 25, 2044 II-B-II-2 Variable(2) $ 613,000 June 25, 2044 II-B-II-3 Variable(2) $ 1,382,769 June 25, 2044
- ---------------------- (1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC II Regular Interest. (2) Calculated in accordance with the definition of "REMIC II Pass-Through Rate" herein. REMIC III As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests and REMIC II Regular Interests and certain other related assets (other than the Yield Maintenance Deposit Account) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated "REMIC III." The Class R-III Certificates will represent the sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance, certain features, Maturity Date and initial ratings for each Class of Certificates comprising the interests representing "regular interests" in REMIC III and the Class R Certificates. The "latest possible maturity date" (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of Regular Certificates shall be the date set forth below. 2
PASS-THROUGH AGGREGATE INITIAL RATE CERTIFICATE DESIGNATION TYPE PRINCIPAL BALANCE FEATURES MATURITY DATE INITIAL RATINGS(7) S&P FITCH MOODY'S ----------- ---- ----------------- -------- ------------- --------------- Class A-I-1 Senior Adjustable Rate(1) $114,615,000 Senior May 25, 2044 AAA N/R Aaa Class A-I-2 Senior AdjustableRate(1) $15,598,000 Senior May 25, 2044 AAA N/R Aaa Class A-I-3 Senior Adjustable $21,338,000 Senior May 25, 2044 AAA N/R Aaa Rate(1) Class A-II Senior Adjustable $288,130,000 Senior June 25, 2044 AAA AAA Aaa Rate(1) Class Senior Variable Rate(1) $0 Senior June 25, 2044 AAA AAA Aaa A-II-IO-A Class Senior Variable Rate(1) $0 Senior June 25, 2044 AAA AAA Aa1 A-II-IO-B Class M-I-1 Mezzanine Adjustable $12,858,000 Mezzanine May 25, 2044 AA N/R Aa2 Rate(1) Class M-I-2 Mezzanine Adjustable $9,184,000 Mezzanine May 25, 2044 A N/R A2 Rate(1) Class M-I-3 Mezzanine Adjustable $5,051,000 Mezzanine May 25, 2044 BBB+ N/R Baa1 Rate(1) Class M-I-4 Mezzanine Adjustable $1,836,000 Mezzanine May 25, 2044 BBB N/R Baa2 Rate(1) Class M-I-5 Mezzanine Adjustable $1,377,000 Mezzanine May 25, 2044 BBB- N/R Baa3 Rate(1) Class M-II-1 Mezzanine Adjustable $7,356,000 Mezzanine June 25, 2044 AA AA Aa1 Rate(1) Class M-II-2 MezzanineAdjustable Rate $4,291,000 Mezzanine June 25, 2044 N/R N/R Aa2 (1) Class M-II-3 MezzanineAdjustable Rate $2,298,000 Mezzanine June 25, 2044 N/R N/R A2 (1) Class M-II-4 MezzanineAdjustable Rate $1,072,000 Mezzanine June 25, 2044 N/R N/R Baa1 (1) Class B-I-1 Subordinate Adjustable $1,836,000 Subordinate May 25, 2044 BB+ N/R Ba1 Rate(1) Class B-II-1 SubordinaVariable Rate(1) $1,379,000 Subordinate June 25, 2044 N/R N/R Ba2 Class B-II-2 SubordinaVariable Rate(1) $613,000 Subordinate June 25, 2044 N/R N/R B2 Class B-II-3 SubordinaVariable Rate(1) $1,382,769 Subordinate June 25, 2044 N/R N/R N/R Class R-I Residual N/A $0 Residual May 25, 2044 N/R N/R N/R Class R-II Residual (5) $50 Residual June 25, 2044 AAA AAA Aaa Class R-III Residual (5) $50 Residual June 25, 2044 AAA AAA Aaa Class SB SubordinaVariable Rate(2) $6,287 Subordinate June 25, 2044 N/R N/R N/R
- --------------------- (1) Calculated in accordance with the definition of "Pass-Through Rate" herein. (2) The Class SB Certificates will accrue interest as described in the definition of Accrued Certificate Interest. The Class SB Certificates will not accrue interest on their Certificate Principal Balance. (3) The Class A-II-IO-A Certificates represent ownership of the Uncertificated Class A-II-IO-A REMIC III Regular Interests represented by such Class on such date. (4) The Class A-II-IO-B Certificates represent ownership of the Uncertificated Class A-II-IO-B REMIC III Regular Interests represented by such Class on such date. (5) A rate equal to the weighted average of the Net Mortgage Rates on the Group II Loans. The Group I Loans, which are a part of Trust Fund I as more fully described herein, have an aggregate Cut-off Date Principal Balance equal to $183,688,287.28 The Group I Loans are fixed-rate and adjustable-rate, fully amortizing and balloon payment, first lien mortgage loans having terms to maturity at origination or modification of generally not more than 40 years. The Group II Loans, which are a part of Trust Fund II as more fully described herein, have an aggregate Cut-off Date Principal Balance equal to $306,521,869.06. The Group II Loans are fixed-rate, fully amortizing and balloon payment, first lien mortgage loans having terms to maturity at origination or modification of generally not more than 40 years. 4 In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows: 5 ARTICLE I DEFINITIONS Section 1.01. Definitions. ----------- Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Accrued Certificate Interest: With respect to each Distribution Date and the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates interest accrued during the preceding Interest Accrual Period on its Certificate Principal Balance immediately prior to such Distribution Date at the related Pass-Through Rate for such Distribution Date. The amount of Accrued Certificate Interest on each Class of Class A-I Certificates, Class M-I Certificates, Class B-I Certificates shall be reduced by the amount of (a) Prepayment Interest Shortfalls on the Group I Loans during the prior calendar month (to the extent not covered by Eligible Master Servicing Compensation pursuant to Section 3.16) and Relief Act Shortfalls on Group I Loans during the related Due Period, in each case to the extent allocated to such Class of Certificates pursuant to Section 4.02(I)(d); and (b) the interest portion of Realized Losses allocated to such Class through Subordination as described in Section 4.05. With respect to each Distribution Date and the Class SB Certificates, interest accrued during the preceding Interest Accrual Period at the related Pass-Through Rate for such Distribution Date on the notional amount as specified in the definition of Pass-Through Rate, immediately prior to such Distribution Date in each case, reduced by any interest shortfalls with respect to the Group I Loans including Prepayment Interest Shortfalls to the extent not covered by Eligible Master Servicing Compensation pursuant to Section 3.16 or by Excess Cash Flow pursuant to clauses (xiv) and (xv) of Section 4.02(I)(a). In addition, Accrued Certificate Interest with respect to each Distribution Date, as to the Class SB Certificates, shall be reduced by an amount equal to the interest portion of Realized Losses allocated to the Overcollateralization Amount pursuant to Section 4.05 hereof. With respect to each Distribution Date and the Group A-II Certificates, an amount equal to 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. In each case, Accrued Certificate Interest on any Class of Certificates will be reduced by interest shortfalls from the Mortgage Loans in Loan Group II, if any, allocated to such Class of Certificates for such Distribution Date, to the extent not covered with respect to the Group A-II Senior Certificates by the Subordination provided by the Class B-II Certificates and Class M-II Certificates and, with respect to each Class of Group A-II Subordinate Certificates to the extent not covered by the Subordination provided by each Group A-II Subordinate Certificate with a Lower Priority, including in each case: (i) Prepayment Interest Shortfalls on the Mortgage Loans in the related Loan Group (to the extent not covered by Eligible Master Servicing Compensation pursuant to Section 3.16), allocated among the Certificates on a pro rata basis, 6 (ii) the interest portion (adjusted to the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized Losses on the Mortgage Loans in the related Loan Group (including Excess Losses from the related Loan Group) not allocated solely to one or more specific Classes of Certificates pursuant to Section 4.05, (iii) the interest portion of Advances that were (A) previously made with respect to a Mortgage Loan or REO Property on the Mortgage Loans in the related Loan Group, which remained unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property or (B) made with respect to delinquencies that were ultimately determined to be Excess Losses from the related Loan Group, and (iv) any other interest shortfalls not covered by the Subordination provided by the Class M-II Certificates and Class B-II Certificates, including interest that is not collectible from the Mortgagor pursuant to the Relief Act, with all such reductions allocated among all of the related 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-II Certificates or any Class of Class M-II Certificates, Accrued Certificate Interest on such Class of Class B-II Certificates or such Class of Class M-II 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-II Certificates or such Class of Class M-II Certificates pursuant to Section 4.05. Accrued Certificate Interest on the Class A-I Certificates, Class M-I Certificates, Class B-I Certificates, Class R-I Certificates, Class A-II Certificates, Class-II-IO-A Certificates, Class A-II-IO-B Certificates, Class M-II Certificates, Class B-II Certificates, Class R-II Certificates and Class R-III Certificates shall accrue on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period. Accrued Certificate Interest on the Class SB Certificates shall accrue on the basis of a 360-day year consisting of twelve 30-day months. 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 related Subservicing Fee Rate. Adjustment Date: As to each adjustable rate Mortgage Loan, each date set forth in the related Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes effective. 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. 7 Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto. Amount Held for Future Distribution: As to any Distribution Date in respect of the related Mortgage Loans and each Loan Group, the total of the amounts held in the Custodial Account in respect of the related Mortgage Loans and each Loan Group at the close of business on the preceding Determination Date on account of (i) Liquidation Proceeds, Subsequent Recoveries, REO Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08 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, Subsequent Recoveries, REO 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 (ii) payments which represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the Due Date in the related Due Period. Appraised Value: As to any Mortgaged Property, one of the following: (i) the lesser of (a) the appraised value of such Mortgaged Property based upon the appraisal made at the time of the origination of the related Mortgage Loan, and (b) the sales price of the Mortgaged Property at such time of origination, (ii) in the case of a Mortgaged Property securing a refinanced or modified Mortgage Loan, one of (1) the appraised value based upon the appraisal made at the time of origination of the loan which was refinanced or modified, (2) the appraised value determined in an appraisal made at the time of refinancing or modification or (3) the sales price of the Mortgaged Property, or (iii) with respect to the Mortgage Loans for which a broker's price opinion was obtained, the value contained in such opinion.. 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; or the Additional Collateral Agreement, between GMAC Mortgage Corporation and the Mortgagor or other person pledging the related Pledged Assets. 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 Depositor relating to the transfer and assignment of the Mortgage Loans. 8 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 each Loan Group, an amount equal to (a) the sum of (i) the amount relating to the related Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans that are related Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date with respect to the related Mortgage Loans, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to Section 3.12(a) in respect of the related Mortgage Loans, (iv) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of the related Mortgage Loans, (v) any amount deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in respect of the related Mortgage Loans and (vi) the proceeds of any Pledged Assets received by the Master Servicer and any amount deposited in the Custodial Account pursuant to Section 9.01 reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (w) any payments or collections consisting of prepayment charges or additional servicing compensation, as applicable, on the Mortgage Loans that were received during the related Prepayment Period, (x) the Amount Held for Future Distribution with respect to the related Mortgage Loans and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the related Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Balloon Loan: Each of the Mortgage Loans having an original term to maturity that is shorter than the related amortization term. Balloon Payment: With respect to any Balloon Loan, the related Monthly Payment payable on the stated maturity date of such Balloon Loan. 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. As of any date of determination on or after the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (1) the lesser of (a) the Bankruptcy Amount calculated as of the close of business on the Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with or preceding such date of determination (or, if such date of determination is an anniversary of the Cut-off Date, the Business Day immediately preceding such date of determination) (for purposes of this definition, the "Relevant Anniversary") and (b) the greater of (A) the greater of (i) 0.0006 times the aggregate principal balance of all the Group II Loans in the Mortgage Pool as of the Relevant Anniversary (other than Additional Collateral Loans, if any) having a Loan-to-Value Ratio at origination which exceeds 75% and (ii) $150,000; and 9 (B) the greater of (i) the product of (x) an amount equal to the largest difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in the Mortgage Pool (other than Additional Collateral Loans, if any) which had an original Loan-to-Value Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the weighted average (based on the principal balance of the Mortgage Loans as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number equal to the weighted average remaining term to maturity, in months, of all Non-Primary Residence Loans remaining in the Mortgage Pool as of the Relevant Anniversary, and (z) one plus the quotient of the number of all Non-Primary Residence Loans remaining in the Mortgage Pool divided by the total number of Outstanding Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary, and (ii) $150,000, 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. Bankruptcy Code: The Bankruptcy Code of 1978, as amended. --------------- Bankruptcy Loss: With respect to any Group II 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. Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the States of New York, California, Minnesota, Illinois, Texas or Michigan (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. 10 Calendar Quarter: A Calendar Quarter shall consist of one of the following time periods in any given year: January 1 through March 31, April 1 through June 30, July 1 though September 30, and October 1 through December 31. Capitalization Reimbursement Amount: As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date. Capitalization Reimbursement Shortfall Amount: As to any Distribution Date, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount for such 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: Any Class A Certificate, Class M Certificate, Class B Certificate, Class R Certificate or Class SB Certificate. Certificate Account: The account or accounts created and maintained pursuant to Section 4.01, which shall be entitled "JPMorgan Chase Bank, N.A., as trustee, in trust for the registered holders of Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-SP2" and which must be an Eligible Account. 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, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a Class R Certificate for any purpose hereof. 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 Depositor, 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. 11 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, minus (iii) the sum of (x) the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal Balance thereof pursuant to Section 4.02 and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that the Certificate Principal Balance of the Class of Class B-II Certificates or Class M-II Certificates with the Lowest Priority at any given time shall be further reduced by an amount equal to the Percentage Interest evidenced by such Certificate multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance of the Class of Group A-II Certificates then outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II. With respect to each Class SB Certificate, on any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times an amount equal to (i) the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal Balance of the Class A Certificates and Class M Certificates then outstanding. The Class R Certificates will not have a Certificate Principal Balance. Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to Section 5.02. Class: Collectively, all of the Certificates or uncertificated interests bearing the same designation. Class A Certificates: Any one of the Class A-I-1, Class A-I-2, Class A-I-3, Class A-II, Class A-II-IO-A or Class A-II-IO-B Certificates. 12 Class A-I Certificates: Any one of the Class A-I-1 Certificates, Class A-I-2 or Class A-I-3 Certificates, senior to the Class M-I, Class B-I-1, Class SB and Class R-I Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC I for purposes of the REMIC Provisions. Class A-I Principal Distribution Amount: With respect to any distribution Date (i) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for that Distribution Date, the Principal Distribution Amount for that Distribution Date or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for that distribution date, the lesser of: (i) the Principal Distribution Amount for that Distribution Date; and (ii) the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class A-I Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Group I Subordination Percentage and (2) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on that Distribution Date, over the Overcollateralization Floor. Class A-I-1 Margin: With respect to the Class A-I-1 Certificates, initially 0.150% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group I Optional Termination Date, 0.300% per annum. Class A-I-2 Margin: With respect to the Class A-I-2 Certificates, initially 0.290% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group I Optional Termination Date, 0.580% per annum Class A-I-3 Margin: With respect to the Class A-I-3 Certificates, initially 0.40% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group I Optional Termination Date, 0.800% per annum. Class A-II Certificates: Any one of the Class A-II Certificates, senior to the Class M-II Certificates and Class B-II Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group II as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-II Margin: With respect to the Class A-II Certificates, initially 0.30% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 0.600% per annum. Class B Certificates: Any one of the Class B-I-1, Class B-II-1, Class B-II-2 or Class B-II-3 Certificates. 13 Class B-I-1 Certificate: Any one of the Class B-I-1 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class B-I Certificates: the Class B-I-1 Certificates. Class B-I-1 Interest Distribution Amount: With respect to the Class B-I Certificates and any Distribution Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls for such Distribution Date not covered by Eligible Master Servicing Compensation and any Relief Act Shortfalls for such Distribution Date allocated as set forth herein to the Class B-I Certificates. Class B-I-1 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Group I Stepdown Date or on or after the Group 1 Stepdown Date if a Trigger Event is in effect for that distribution date, the remaining Principal Distribution Amount for that distribution date after distribution of the Class A-I Distribution Amount, Class M-I-1 Principal Distribution Amount, Class M-I-2 Principal Distribution Amount, Class M-I-3 Principal Distribution Amount, Class M-I-4 Principal Distribution Amount and Class M-I-5 Principal Distribution Amount or (ii) on or after the Group 1 Stepdown Date if a Trigger Event is not in effect for that distribution date, the lesser of: (i) the remaining Principal Distribution Amount for that distribution date after distribution of the Class A-I Principal Distribution Amount, Class M-I-1 Principal Distribution Amount, Class M-I-2 Principal Distribution Amount, Class M-I-3 Principal Distribution Amount, Class M-I-4 Principal Distribution Amount and Class M-I-5 Principal Distribution Amount and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-I, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4 and Class M-I-5 Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount, Class M-I-1 Principal Distribution Amount, Class M-I-2 Principal Distribution Amount, Class M-I-3 Principal Distribution Amount, Class M-I-4 Principal Distribution Amount and Class M-I-5 Principal Distribution Amount for that distribution date, and (2) the Certificate Principal Balance of the Class B-I-1 Certificates immediately prior to that distribution date over (B) the lesser of (x) the product of (1) the Group I Subordination Percentage and (2) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on that distribution date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on that distribution date, over the Overcollateralization Floor. Class B-I Margin: With respect to the Class B-I Certificates, initially 2.75% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group I Optional Termination Date, 4.125% per annum. 14 Class B-II-1 Certificate: Any one of the Class B-II-1 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class B-II-2 and Class B-II-3 Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group II, as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class B-II-2 Certificate: Any one of the Class B-II-2 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class B-II-3 Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group II, as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class B-II-3 Certificate: Any one of the Class B-II-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M Certificates: Any one of the Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class M-II-1, Class M-II-2, Class M-II-3 or Class M-II-4 Certificates. Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class B-I-1, Class SB and Class R-I Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive the Group I Net WAC Cap Shortfall Carry-Forward Amount from the Yield Maintenance Deposit Account. Class M-I-1 Interest Distribution Amount: With respect to the Class M-I-1 Certificates and any Distribution Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls for such Distribution Date not covered by Eligible Master Servicing Compensation and any Relief Act Shortfalls for such Distribution Date allocated as set forth herein to the Class M-I-1 Certificates. Class M-I-1 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for such Distribution Date, the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for such Distribution Date, the lesser of: 15 (i) the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount; and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-I Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount for such Distribution Date) and (2) the Certificate Principal Balance of the Class M-I-1 Certificates immediately prior to such Distribution Date over (B) the lesser of (x) the product of (l) the applicable Group I Subordination Percentage and (2) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date and (y) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date, less the related Overcollateralization Floor. Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-I-3, Class M-I-4, Class M-I-5, Class B-I-1, Class SB and Class R-I Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive the Group I Net WAC Cap Shortfall Carry-Forward Amount from the Yield Maintenance Deposit Account. Class M-I-2 Interest Distribution Amount: With respect to the Class M-I-2 Certificates and any Distribution Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls for such Distribution Date not covered by Eligible Master Servicing Compensation and any Relief Act Shortfalls for such Distribution Date allocated as set forth herein to the Class M-I-2 Certificates. Class M-I-2 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for such Distribution Date, the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount and the Class M-I-1 Principal Distribution Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for such Distribution Date, the lesser of: (i) the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount and the Class M-I-1 Principal Distribution Amount; and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-I Certificates and Class M-I-1 Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount and the Class M-I-1 Principal Distribution Amount for such Distribution Date) and (2) the Certificate Principal Balance of the Class M-I-2 Certificates immediately prior to such Distribution Date over (B) the lesser of (x) the product of (1) the applicable Group I Subordination Percentage and (2) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date and (y) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date, less the related Overcollateralization Floor. 16 Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-I-4, Class M-I-5, Class B-I-1, Class SB and Class R-I Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive the Group I Net WAC Cap Shortfall Carry-Forward Amount from the Yield Maintenance Deposit Account. Class M-I-3 Interest Distribution Amount: With respect to the Class M-I-3 Certificates and any Distribution Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls for such Distribution Date not covered by Eligible Master Servicing Compensation and any Relief Act Shortfalls for such Distribution Date allocated as set forth herein to the Class M-I-3 Certificates. Class M-I-3 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for such Distribution Date, the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2 Principal Distribution Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for such Distribution Date, the lesser of: (i) the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2 Principal Distribution Amount; and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-I Certificates, Class M-I-1 Certificates and Class M-I-2 Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2 Principal Distribution Amount for such Distribution Date) and (2) the Certificate Principal Balance of the Class M-I-3 Certificates immediately prior to such Distribution Date over (B) the lesser of (x) the product of (1) the applicable Group I Subordination Percentage and (2) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date and (y) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date, less the related Overcollateralization Floor. 17 Class M-I-4 Certificate: Any one of the Class M-I-4 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-I-5, Class B-I-1, Class SB and Class R-I Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive the Group I Basis Net WAC Cap Carry-Forward Amount from the Yield Maintenance Deposit Account. Class M-I-4 Interest Distribution Amount: With respect to the Class M-I-4 Certificates and any Distribution Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls for such Distribution Date not covered by Eligible Master Servicing Compensation and any Relief Act Shortfalls for such Distribution Date allocated as set forth herein to the Class M-I-4 Certificates. Class M-I-4 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for such Distribution Date, the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal Distribution Amount and the Class M-I-3 Principal Distribution Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for such Distribution Date, the lesser of: (i) the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal Distribution Amount and the Class M-I-3 Principal Distribution Amount; and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-I Certificates, Class M-I-1 Certificates, Class M-I-2 Certificates and Class M-I-3 Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal Distribution Amount and the Class M-I-3 Principal Distribution Amount for such Distribution Date) and (2) the Certificate Principal Balance of the Class M-I-4 Certificates immediately prior to such Distribution Date over (B) the lesser of (x) the product of (1) the applicable Group I Subordination Percentage and (2) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date and (y) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date, less the related Overcollateralization Floor. Class M-I-5 Certificate: Any one of the Class M-I-5 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class B-I-1, Class SB and Class R-I Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive the Group I Net WAC Cap Shortfall Carry-Forward Amount from the Yield Maintenance Deposit Account. 18 Class M-I-5 Interest Distribution Amount: With respect to the Class M-I-5 Certificates and any Distribution Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class for such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls for such Distribution Date not covered by Eligible Master Servicing Compensation and any Relief Act Shortfalls for such Distribution Date allocated as set forth herein to the Class M-I-5 Certificates. Class M-I-5 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for such Distribution Date, the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal Distribution Amount, the Class M-I-3 Principal Distribution Amount and Class M-I-4 Principal Distribution Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for such Distribution Date, the lesser of: (i) the remaining Group I Principal Distribution Amount for such Distribution Date after distribution of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal Distribution Amount, the Class M-I-3 Principal Distribution Amount and Class M-I-4 Principal Distribution Amount; and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-I Certificates, Class M-I-1 Certificates, Class M-I-2 Certificates, Class M-I-3 Certificates and Class M-I-4 Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal Distribution Amount, the Class M-I-3 Principal Distribution Amount and the Class M-I-4 Principal Distribution Amount for such Distribution Date) and (2) the Certificate Principal Balance of the Class M-I-5 Certificates immediately prior to such Distribution Date over (B) the lesser of (x) the product of (1) the applicable Group I Subordination Percentage and (2) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date and (y) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date, less the related Overcollateralization Floor. Class M-I Margin: With respect to the Class M-I-1 Certificates, initially 0.52% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group I Optional Termination Date, 0.78% per annum. With respect to the Class M-I-2 Certificates, initially 0.68% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group I Optional Termination Date, 1.02% per annum. With respect to the Class M-I-3 Certificates, initially 1.25% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group I Optional Termination Date, 1.875% per annum. With respect to the Class M-I-4 Certificates, initially 1.40% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group I Optional Termination Date, 2.10% per annum. With respect to the Class M-I-5 Certificates, initially 1.85% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group I Optional Termination Date, 2.775% per annum. 19 Class M-II Certificate: Any one of the Class M-II-1, Class M-II-2, Class M-II-3 or Class M-II-4 Certificates. Class M-II-1 Certificate: Any one of the Class M-II-1 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-II-2, Class M-II-3, Class M-II-4, Class B-II, Class R-II and Class R-III Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group II, as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M-II-2 Certificate: Any one of the Class M-II-2 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-II-3, Class M-II-4, Class B-II, Class R-II and Class R-III Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group II, as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M-II-3 Certificate: Any one of the Class M-II-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-II-4, Class B-II, Class R-II and Class R-III Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group II, as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M-II-4 Certificate: Any one of the Class M-II-4 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, Class B-II, Class R-II and Class R-III Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group II, as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M-II Margin: With respect to the Class M-II-1 Certificates, initially 0.50% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 0.75% per annum. With respect to the Class M-II-2 Certificates, initially 0.60% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 0.90% per annum. With respect to the Class M-II-3 Certificates, initially 1.05% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 1.575% per annum. With respect to the Class M-II-4 Certificates, initially 1.50% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 2.25% per annum. 20 Class R Certificate: Any one of the Class R-I, Class R-II or Class R-III Certificates. Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC I for purposes of the REMIC Provisions. Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC II for purposes of the REMIC Provisions. Class R-III Certificate: Any one of the Class R-III Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC III for purposes of the REMIC Provisions. Class SB Certificate: Any one of the Class SB Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit C, subordinate to the Class A-I Certificates and Class M-I Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class SB Distribution Amount: With respect to any Distribution Date, the sum of (i) the Overcollateralization Reduction Amount for such Distribution Date and (ii) for any Distribution Date on or after the Distribution Date on which the Certificate Principal Balances of the Class A Certificates and Class M Certificates have been reduced to zero, the Overcollateralization Amount. Closing Date: October 11, 2005. Code: The Internal Revenue Code of 1986. Commission: The Securities and Exchange Commission. ---------- 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. 21 Cooperative Lease: With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such Cooperative Stock to occupy such apartment. Cooperative Loans: Any of the Mortgage Loans made in respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an assignment of the Cooperative Lease, (iv) financing statements and (v) a stock power (or other similar instrument), and ancillary thereto, a recognition agreement between the Cooperative and the originator of the Cooperative Loan, each of which was transferred and assigned to the Trustee pursuant to Section 2.01 and are from time to time held as part of the Trust Fund. Cooperative Stock: With respect to a Cooperative Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the related Cooperative. Cooperative Stock Certificate: With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock. 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 4 New York Plaza, 6th Floor, New York, New York 10004, Attention: Worldwide Securiites Services / Global Debt, RAAC Series 2005-SP2. Corresponding Class: With respect to each REMIC I Regular Interest other than REMIC I Regular Interests I-AA and I-ZZ, the Certificate with the corresponding designation. Credit Repository: Equifax, Transunion and Experian, or their successors in interest. 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. 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 Depositor, the Master Servicer, the Trustee and a Custodian in substantially the form of Exhibit E hereto. Custodian: A custodian appointed pursuant to a Custodial Agreement. 22 Cut-off Date: September 1, 2005. Cut-off Date Balance: The Group I Cut-off Date Balance or the Group II Cut-off Date Balance, as the case may be. 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 September 2005), whether or not received. Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of principal. Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a proceeding under the Bankruptcy Code. Definitive Certificate: Any definitive, fully registered 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 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 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 August 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(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 Exchange Act. 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. 23 Derivative Contract: Any ISDA Master Agreement, together with the related Schedule and Confirmation, entered into by the Trustee and a Derivative Counterparty in accordance with Section 4.10. Derivative Counterparty: Any counterparty to a Derivative Contract as provided in Section 4.10. Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and has not been replaced. Determination Date: With respect to any Distribution Date, the 20th day (or if such 20th day is not a Business Day, the Business Day immediately following such 20th day) of the month of the related Distribution Date. Disqualified Organization: Any organization defined as a "disqualified organization" under Section 860E(e)(5) of the Code, which includes 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 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) and (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A Disqualified Organization also includes any "electing large partnership," as defined in Section 775(a) of the Code and 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 any REMIC 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 calendar month of such Distribution Date. Eligible Account: An account that is any of the following: (i) maintained with a depository institution the debt obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Trustee and each Rating Agency) the registered Holders of Certificates have a claim with respect to the funds in such account or a perfected first security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other 24 depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of the Custodial Account, either (A) a trust account or accounts maintained in the corporate trust department of JPMorgan Chase Bank, N.A., or (B) an account or accounts maintained in the corporate asset services department of JPMorgan Chase Bank, N.A. as long as its short term debt obligations are rated P-1 (or the equivalent) or better by each Rating Agency, and its long term debt obligations are rated A2 (or the equivalent) or better, by each Rating Agency, or (iv) in the case of the Certificate Account and the Yield Maintenance Deposit Account, a trust account or accounts maintained in the corporate trust division of JPMorgan Chase Bank, N.A. or (v) an account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency). Eligible Funds: With respect to Loan Group II, on any Distribution Date, the portion, if any, of the related Available Distribution Amount remaining after reduction by the sum of (i) the aggregate amount of Accrued Certificate Interest on the Group A-II Senior Certificates, (ii) the Senior Principal Distribution Amount (determined without regard to Section 4.02(II)(a)(ii)(Y)(D) hereof) and (iii) the aggregate amount of Accrued Certificate Interest on the Class M-II, Class B-II-1 and Class B-II-2 Certificates payable from the related Available Distribution Amount. Eligible Master Servicing Compensation: With respect to any Distribution Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in Full or Curtailments during the related Prepayment Period, 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, all income and gain on amounts held in the Custodial Account and the Certificate Account and amounts payable to the Certificateholders with respect to such Distribution Date and servicing compensation to which the Master Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi), in each case with respect to the related Loan Group; provided that for purposes of this definition the amount of the Servicing Fee will not be reduced pursuant to Section 7.02 except as may be required pursuant to the last sentence of Section 7.02(a). ERISA: The Employee Retirement Income Security Act of 1974, as amended. 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 Cash Flow: With respect to the Group I Loans and any Distribution Date, an amount equal to the sum of (A) the excess of (i) the related Available Distribution Amount for such Distribution Date over (ii) the sum of (a) the Interest Distribution Amount for such Distribution Date and (b) the Principal Remittance Amount for such Distribution Date and (B) the Overcollateralization Reduction Amount, if any, for such Distribution Date. 25 Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount. Excess Loss: With respect to Loan Group II, Excess Fraud Loss, Excess Bankruptcy Loss, any Excess Special Hazard Loss or Extraordinary Loss. Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount for such Distribution Date. Excess Special Hazard Loss: Any Special Hazard Loss on the related Mortgage Loans, or portion thereof, that exceeds the related Special Hazard Amount. Excess Subordinate Principal Amount: With respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Class M-II Certificates or Class of Class B-II 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. Exchange Act: The Securities 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; 26 1. by any government or sovereign power, de jure or defacto, or by any authority maintaining or using military, naval or air forces; or 2. by military, naval or air forces; or 3. by an agent of any such government, power, authority or forces; or 4. any weapon of war employing atomic fission or radioactive force whether in time of peace or war; or 5. 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 in Loan Group II, caused by or resulting from an Extraordinary Event. Fannie Mae: Fannie Mae, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto. FDIC: The Federal Deposit Insurance Corporation or any successor thereto. FHA: The Federal Housing Administration, or its successor. Final Certification: As defined in Section 2.02. Final Distribution Date: The Distribution Date on which the final distribution in respect of the Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than the end of the 90-day liquidation period described in Section 9.02. Fitch: Fitch, Inc., or its successor in interest. ----- 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. Foreclosure Restricted Loan: A Mortgage Loan which was 90 or more days delinquent as of the Closing Date; provided, that such Mortgage Loan will no longer be a Foreclosure Restricted Loan if such Mortgage Loan was 90 or more days delinquent as of the Closing Date, it repays all of its Arrearages and it becomes current for three consecutive Monthly Payments. 27 Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to: (X) prior to the first anniversary of the Cut-off Date, an amount equal to 2.00% of the aggregate outstanding principal balance of all of the Group II Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Cut-off Date up to such date of determination and (Y) from the second to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of all of the Group II Loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of 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: Losses on Mortgage Loans as to which there was fraud in the origination of such Mortgage Loan. Freddie Mac: The 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. Gross Margin: As to each adjustable rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note and indicated in Exhibit F-2 hereto as the "NOTE MARGIN," which percentage is added to the related Index on each Adjustment Date to determine (subject to rounding in accordance with the related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until the next Adjustment Date. Group A-II Certificates: Any of the Class A-II, Class A-II-IO-A, Class A-II-IO-B, Class R-II, Class R-III, Class M-II and Class B-II Certificates. Group A-II Senior Certificates: Any of the Class A-II, Class A-II-IO-A, Class A-II-IO-B, Class R-II and Class R-III Certificates. Group A-II Subordinate Certificates: Any of the Class M-II Certificates and Class B-II Certificates. Group A-II Subordinate Percentage: As of any Distribution Date and Loan Group II, 100% minus the related Senior Percentage as of such Distribution Date. 28 Group I Cut-off Date Balance: $183,699,287.28 Group I Loan: Each Mortgage Loan designated on the Mortgage Loan Schedule attached hereto as Exhibit F-1 and Exhibit F-2. Group I Marker Rate: With respect to the Class SB Certificates and any Distribution Date, a per annum rate equal to two (2) multiplied by the weighted average of the Pass-Through Rates for each REMIC I Regular Interest (other than REMIC I Regular Interest AA), with the rates on each such REMIC I Regular Interest subject to a cap equal to the Pass-Through Rate for the Corresponding Class for such REMIC I Regular Interest, and the rate on REMIC I Regular Interest ZZ subject to a cap of zero for purposes of this calculation. Group I Net WAC Cap Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Group I Loans using the Net Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans during the related Due Period, weighted on the basis of the respective Stated Principal Balances thereof for such Distribution Date, multiplied by a fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period. Group I Net WAC Cap Shortfall: With respect to the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates and any Distribution Date for which the Pass-Through Rate for such Certificates is equal to the Group I Net WAC Cap Rate, the excess, if any, of (x) Accrued Certificate Interest on that Class of Certificates on such Distribution Date, using the lesser of (a) LIBOR plus the related Margin, as calculated for such Distribution Date, and (b) the Maximum Group I Rate, over (y) Accrued Certificate Interest on the Class A-I Certificates, Class M-I Certificates or Class B-I Certificates, as applicable, for such Distribution Date calculated at the Group I Net WAC Cap Rate. Group I Net WAC Cap Shortfall Carry-Forward Amount: With respect to the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates and any Distribution Date, the sum of (a) the aggregate amount of Group I Net WAC Cap Shortfall for such Class on such Distribution Date plus (b) any Group I Net WAC Cap Shortfall Carry-Forward Amount for such Class remaining unpaid from the preceding Distribution Date, plus (c) interest on the amount in clause (b) to the extent previously unreimbursed at a rate equal to the related Pass-Through Rate. Group I Optional Termination Date: Any Distribution Date and Loan Group I, on or after which the Stated Principal Balance (before giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans in such Loan Group is less than 10.00% of the related Cut-off Date Principal Balance. Group I Pool Stated Principal Balance: As to any date of determination, the aggregate of the Stated Principal Balances of each Group I Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period preceding such date of determination. Group I Principal Distribution Amount: With respect to any Distribution Date and Loan Group I, the lesser of (a) the excess of (x) the Available Distribution Amount for Loan Group I over (y) the Interest Distribution Amount and (b) the sum of: 29 (i) the principal portion of each Monthly Payment received or Advanced with respect to the related Due Period on each Outstanding Mortgage Loan that is a Group I Loan; (ii) the Stated Principal Balance of any Group I Loan repurchased during the related Prepayment Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan that is a Group I Loan pursuant to Section 2.03 or 2.04 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections, other than Subsequent Recoveries, on the Group I Loans (including, without limitation, full and partial Principal Prepayments) received during the related Prepayment Period to the extent applied by the Master Servicer as recoveries of principal of the Group I Loans pursuant to Section 3.14; (iv) the lesser of (a) Subsequent Recoveries for that Distribution Date and (b) the principal portion of any Realized Losses allocated to any Group I Certificates on a prior distibution date that remained unpaid pursuant to items (v) and (vi) below; (v) the lesser of (a) Excess Cashflow for that Distribution Date, to the extent not used in item (iv) above on such Distribution Date and (b) the principal portion of any Realized Losses incurred or deemed to have been incurred, on any Group I Loans in the calander month preceding that Distribution Date; (vi) the lesser of (a) Excess Cashflow for that Distribution Date, to the extent not used pursuant to items (iv) and (v) above on such Distribution Date and (b) the amount of any Overcollateralization Increase Amount for that Distribution Date; minus (vi) the amount of any related Overcollateralization Reduction Amount for such Distribution Date; and (vii) the amount of any Capitalization Reimbursement Amount for such Distribution Date relating to the Group I Loans. Group I Senior Certificates: Any of the Class A-I-1, Class A-I-2, Class A-I-3 and Class R-I Certificates. Group I Senior Enhancement Percentage: For any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class B-I Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the Group I Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on such Distribution Date. 30 Group I Stepdown Date: The Distribution Date which is the later to occur of (i) the Distribution Date occurring in October 2008 and (ii) the first Distribution Date on which the aggregate Stated Principal Balance of the Group I Loans as of the end of the related Due Period is less than one-half of the Group I Cut-off Date Balance. Group I Subordination Percentage: With respect to the Class A-I Certificates, 59.20%; with respect to the Class M-I-1 Certificates, 73.20%; with respect to the Class M-I-2 Certificates, 83.20%; with respect to the Class M-I-3 Certificates, 88.70%; with respect to the Class M-I-4 Certificates, 90.70%; with respect to the Class M-I-5 Certificates, 92.20% and Class B-I-1 Certificates, 94.20%. Group I Trigger Event: A Group I Trigger Event is in effect with respect to any Distribution Date if either (i) with respect to any Distribution Date (other than the first Distribution Date), the three-month average of the Sixty-Plus Delinquency Percentage, as determined on such Distribution Date and the immediately preceding two Distribution Dates, equals or exceeds 37.00% of the Group I Senior Enhancement Percentage or (ii) the aggregate amount of Realized Losses on the Group I Loans as a percentage of the Group I Cut-off Date Balance exceeds the applicable amount set forth below: October 2008 to September 2009 .... 2.60% with respect to October 2008, plus an additional 1/12th of 1.55% for each month thereafter. October 2009 to September 2010 .... 4.15% with respect to October 2009, plus an additional 1/12th of 1.20% for each month thereafter. October 2010 to September 2011 .... 5.35% with respect to October 2010, plus an additional 1/12th of 0.40% for each month thereafter. October 2011 and thereafter 5.75%. Group II Cut-off Date Balance: $306,521,869.06 Group II Loan: Each Mortgage Loan designated on the Mortgage Loan Schedule attached hereto as Exhibit F-3. Group II Net WAC Cap Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Group II Loans using the Net Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans during the related Due Period, weighted on the basis of the respective Stated Principal Balances thereof for such Distribution Date, multiplied by a fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period. Group II Net WAC Cap Shortfall: With respect to the Class A-II Certificates and Class M-II Certificates and any Distribution Date for which the Pass-Through Rate for such Certificates is equal to the Group II Net WAC Cap Rate, the excess, if any, of (x) Accrued Certificate Interest on that Class of Certificates on such Distribution Date, using the lesser of (a) LIBOR plus the related Margin, as calculated for such Distribution Date, and (b) the Maximum Group II Rate, over (y) Accrued Certificate Interest on the Class A-II Certificates or Class M-II Certificates, as applicable, for such Distribution Date calculated at the Group I Net WAC Cap Rate. 31 Group II Net WAC Cap Shortfall Carry-Forward Amount: With respect to the Class A-II Certificates and Class M-II Certificates and any Distribution Date, the sum of (a) the aggregate amount of Group II Net WAC Cap Shortfall for such Class on such Distribution Date plus (b) any Group II Net WAC Cap Shortfall Carry-Forward Amount for such Class remaining unpaid from the preceding Distribution Date, plus (c) interest on the amount in clause (b) to the extent previously unreimbursed at a rate equal to the related Pass-Through Rate. Group II Optional Termination Date: Any Distribution Date and Loan Group II, on or after which the aggregate Stated Principal Balance (before giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans in Loan Group II is less than 10.00% of the aggregate of the Cut-off Date Principal Balances for such Mortgage Loans. Group II Pool Stated Principal Balance: As to any date of determination, the aggregate of the Stated Principal Balances of each Group II Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period preceding such date of determination. Group II Senior Certificates: Any of the Class A-II Certificates, Class A-II-IO-A, Class A-II-IO-B, Class R-II and Class R-III Certificates. Hazardous Materials: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being "in inventory", "usable work in progress" or similar classification which would, if classified unusable, be included in the foregoing definition. High Cost Loan: The Mortgage Loans set forth hereto as Exhibit O that are subject to special rules, disclosure requirements and other provisions that were added to the Federal Truth in Lending Act by the Home Ownership and Equity Protection Act of 1994. Highest Priority: As of any date of determination and Loan Group II, the Class of Class M-II Certificates or Class B-II Certificates then outstanding with the earliest priority for payments pursuant to Section 4.02(II)(a), in the following order: Class M-II-1, Class M-II-2, Class M-II-3, Class M-II-4, Class B-II-1, Class B-II-2 and Class B-II-3 Certificates. Independent: When used with respect to any specified Person, means such a Person who (i) is in fact independent of the Depositor, 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 Depositor, the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected with the Depositor, the Master Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. 32 Index: With respect to any adjustable rate Mortgage Loan and as to any Adjustment Date therefor, the related index as stated in the related Mortgage Note. Initial Certificate Principal Balance: With respect to each Class of Certificates (other than the Interest Only Certificates and the Class R-I Certificates), the Certificate Principal Balance of such Class of Certificates as of the Cut-off Date as set forth in the Preliminary Statement hereto. Initial Notional Amount: With respect to any Class A-II-IO-A Certificates, the aggregate Certificate Principal Balance as of the Cut-off Date of the Class A-II Certificates which, for federal income tax purposes, is equal to the Uncertificated Principal Balance of the REMIC II Regular Interest II-A-II. With respect to any Class A-II-IO-B Certificates, the aggregate Certificate Principal Balance as of the Cut-off Date of the Class M-II Certificates which, for federal income tax purposes, is equal to the aggregate Uncertificated Principal Balances of the REMIC II Regular Interests II-M-II-1, II-M-II-2, II-M-II-3 and II-M-II-4. Initial Subordinate Class Percentage: With respect to each Class of Class M-II Certificates or Class B-II Certificates, an amount which is equal to the initial aggregate Certificate Principal Balance of such Class of Group A-II Subordinate Certificates divided by the aggregate Stated Principal Balance of all the Mortgage Loans in Loan Group II, as of the Cut-off Date as follows: Class M-II-1: 2.40% Class B-II-1: 0.45% Class M-II-2: 1.40% Class B-II-2: 0.20% Class M-II-3: 0.75% Class B-II-3: 0.45% Class M-II-4: 0.35% 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, 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. Interest Accrual Period: With respect to the Certificates, (i) with respect to the Distribution Date in October 2005, the period commencing on the Closing Date and ending on the day preceding the Distribution Date in October 2005, and (ii) with respect to any Distribution Date after the Distribution Date in October 2005, the period commencing on the Distribution Date in the month immediately preceding the month in which such Distribution Date occurs and ending on the day preceding such Distribution Date. Interest Distribution Amount: The sum of the Class A-I, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class B-I-1 Interest Distribution Amounts. 33 Interest Only Certificate: Any of the Class A-II-IO-A Certificates and Class A-II-IO-B Certificates. Interested Person: As of any date of determination, the Depositor, the Master Servicer, the Trustee, any Mortgagor, any manager of a Mortgaged Property, or any Person actually known to a Responsible Officer of the Trustee to be an Affiliate of any of them. Interim Certification: As defined in Section 2.02. 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. LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank offered rate quotations for one-month U.S. Dollar deposits, expressed on a per annum basis, determined in accordance with Section 1.02. LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in London, England are required or authorized to by law to be closed. LIBOR Rate Adjustment Date: With respect to each Distribution Date, the second LIBOR Business Day immediately preceding the commencement of the related Interest Accrual Period. Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its successor. 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 Loan through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds and Subsequent Recoveries. Loan Group: With respect to the Class A-I, Class M-I, Class B-I, Class SB and Class R-I Certificates and REMIC I Regular Interests AA, A-I-1, A-I-2, A-I-3, M-I-1, M-I-2, M-I-3, M-I-4, M-1-5, B-I-1, the Group I Loans; with respect to the Class A-II Certificates, Class A-II-IO-A, Class-A-IO-B, Class M-II, Class R-II and Class R-III Certificates and REMIC II Regular Interests A-II, A-II-IO-A, A-II-IO-B, M-II-1, M-II-2, M-II-3, M-II-4, B-II-1, B-II-2 and B-II-3, the Group II Loans; 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 Class M-II Certificates or Class B-II Certificates, any other Class of Class M-II Certificates or Class B-II Certificates then outstanding with a later priority for payments pursuant to Section 4.02(II)(a). 34 Lowest Priority: As of any date of determination, the Class of Class M-II Certificates or Class B-II Certificates then outstanding with the latest priority for payments pursuant to Section 4.02(II)(a), in the following order: Class B-II-3, Class B-II-2, Class B-II-1, Class M-II-4, Class M-II-3, Class M-II-2 and Class M-II-1 Certificates. Margin: With respect to the Class A-I Certificates, Class M-I Certificates, Class B-I Certificates, Class A-II Certificates and Class M-II Certificates, the applicable Class A-I-1 Margin, Class A-I-2 Margin, Class A-I-3 Margin, Class B-I Margin, Class A-II Margin or Class M-II Margin. Maturity Date: With respect to each Class of Certificates of regular interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II and REMIC III, 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 such Class of Certificates representing a regular interest in the Trust Fund would be reduced to zero, which is the date set forth in the Preliminary Statement. Maximum Group I Rate: With respect to the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates and any Interest Accrual Period, 14.00% per annum. Maximum Group II Rate: With respect to the Class A-II Certificates and Class M-II Certificates and Class B-I Certificates and any Interest Accrual Period, 14.00% per annum. Maximum Mortgage Rate: As to any adjustable rate Group I Loan, or Group II Loan the rate indicated in Exhibit F-2 hereto as the "NOTE CEILING," which rate is the maximum interest rate that may be applicable to such adjustable rate Mortgage Loan at any time during the life of such Mortgage Loan. Maximum Net Mortgage Rate: As to any adjustable rate Mortgage Loan and any date of determination, the Maximum Mortgage Rate minus the sum of (i) the rate at which the related Subservicing Fee accrues and (ii) the Servicing Fee Rate, and as to any fixed rate Mortgage Loan and any date of determination, the Net Mortgage Rate thereof. 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. Minimum Mortgage Rate: As to any adjustable rate Mortgage Loan, the greater of (i) the Note Margin and (ii) the rate indicated in Exhibit F hereto as the "NOTE FLOOR", which rate may be applicable to such adjustable rate Mortgage Loan at any time during the life of such adjustable rate Mortgage Loan, and as to any fixed rate Mortgage Loan and any date of determination, the Net Mortgage Rate thereof. 35 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 the Due Date in any Due Period, 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). Monthly Strike Rate : With respect to each Yield Maintenance Agreement and each Distribution Date, the rate set forth in Exhibit Y attached hereto. 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 or junior lien on an estate in fee simple 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 Loan Schedule: The lists of the Mortgage Loans attached hereto as Exhibit F-1 and Exhibit F-2, (as amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which lists shall set forth at a minimum the following information as to each Mortgage Loan: (i) the Mortgage Loan identifying number ("RFC LOAN #"); (ii) [reserved]; (iii) the maturity of the Mortgage Note ("MATURITY DATE", or "MATURITY DT" for Mortgage Loans and if such Mortgage Loan is a Balloon Loan, the amortization thereof; (iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE") 36 (v) the Mortgage Rate as of the Cut-off Date for an adjustable rate Mortgage Loan ("CURR RATE"); (vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET"); (vii) the scheduled monthly payment of principal, if any, and interest as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I" for the adjustable rate Mortgage Loans); (viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (ix) the Loan-to-Value Ratio at origination ("LTV"); (x) a code "T", "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation residence (the absence of any such code means the Mortgage Loan is secured by a primary residence); and (xi) a code "N" under the column "OCCP CODE", indicating that the Mortgage Loan is secured by a non-owner occupied residence (the absence of any such code means the Mortgage Loan is secured by an owner occupied residence). (xii) the Maximum Mortgage Rate for the adjustable rate Mortgage Loans ("NOTE CEILING"); (xiii) the Maximum Net Mortgage Rate for the adjustable rate Mortgage Loans ("NET CEILING"); (xiv) the Note Margin for the adjustable rate Mortgage Loans ("NOTE MARGIN"); (xv) the first Adjustment Date after the Cut-off Date for the adjustable rate Mortgage Loans ("NXT INT CHG DT"); (xvi) the Periodic Cap for the adjustable rate Mortgage Loans ("PERIODIC DECR" or "PERIODIC INCR"); and (xvii) the rounding of the semi-annual or annual adjustment to the Mortgage Rate with respect to the adjustable rate Mortgage Loans ("NOTE METHOD"). Such schedules may consist of multiple reports that collectively set forth all of the information required. Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally so held being identified in the initial Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation, (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto. 37 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 Rate: As to any Mortgage Loan, the interest rate borne by the related Mortgage Note, or any modification thereto other than a Servicing Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple of one-eighth of one percent (0.125%) or up to the nearest one-eighth of one percent, which are indicated by a "U" on Exhibit F-1 or Exhibit A hereto, except in the case of the adjustable rate Mortgage Loans indicated by an "X" on Exhibit F-2 hereto under the heading "NOTE METHOD"), of the related Index plus the Note Margin, in each case subject to the applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate. Mortgaged Property: The underlying real property securing a Mortgage Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and Cooperative Stock. Neg Am Loan: Any Mortgage Loan providing for negative amortization, as indicated in the Mortgage Loan Schedule. Net Mortgage Rate: With respect to any Mortgage Loan as of any date of determination, a per annum rate equal to the Adjusted Mortgage Rate for such Mortgage Loan as of such date minus the Servicing Fee Rate; provided that, with respect to each adjustable rate Mortgage Loan, (i) the Net Mortgage Rate becoming effective on any Adjustment Date shall not be greater or less than the Net Mortgage Rate immediately prior to such Adjustment Date plus or minus the Periodic Cap applicable to such Mortgage Loan and (ii) the Net Mortgage Rate for any such Mortgage Loan shall not exceed a rate equal to the Maximum Net Mortgage Rate for such 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 or REO Proceeds. To the extent that any Mortgagor is not obligated under the related Mortgage documents to pay or reimburse any portion of any 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 unpaid Monthly Payments or other 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 Advances shall be deemed to be nonrecoverable; provided, however, that in connection with the foregoing, the Master Servicer shall provide an Officers' Certificate as described below. The determination by 38 the Master Servicer that it has made a Nonrecoverable Advance shall be evidenced by a certificate of a Servicing Officer, Responsible Officer or Vice President or its equivalent or senior officer of the Master Servicer, delivered to the Depositor, the Trustee and the Master Servicer setting forth such determination, which shall include any other information or reports obtained by the Master Servicer such as property operating statements, rent rolls, property inspection reports and engineering reports, which may support such determinations. Notwithstanding the above, the Trustee shall be entitled to rely upon any determination by the Master Servicer that any Advance previously made is a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance. Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject to a Subservicing Agreement. Note Margin: As to each adjustable rate Group I Loan, the fixed percentage set forth in the related Mortgage Note and indicated in Exhibit F-1 hereto as the "NOTE MARGIN," which percentage is added to the Index on each Adjustment Date to determine (subject to rounding in accordance with the related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by such adjustable rate Mortgage Loan until the next Adjustment Date. Notice: As defined in Section 4.04. Notional Amount: As of any Distribution Date, with respect to any Class A-II-IO-A Certificates, the Certificate Principal Balance of the Class A-II Certificates corresponding to the Uncertificated Class A-II-IO-A REMIC III Regular Interests represented by such Class 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). As of any Distribution Date, with respect to any Class A-II-IO-B Certificates thereof issued pursuant to Section 5.01(d), the aggregate Certificate Principal Balance of the Class M-II Certificates corresponding to the Uncertificated Class A-II-IO-B REMIC III Regular Interests represented by such Class 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). Officers' Certificate: A certificate signed by the Chairman of the Board, the President, a Vice President, Assistant Vice President, Director, Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary of the Depositor 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 Depositor 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 REMIC I, REMIC II or REMIC III as REMICs or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of Independent counsel. Outstanding Mortgage Loan: As to the Due Date in any Due Period, a Mortgage Loan (including an REO Property) that was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was not purchased, deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08. 39 Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Group I Loans before giving effect to distributions of principal to be made on such Distribution Date over (b) the aggregate Certificate Principal Balance of the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates as of such date, before taking into account distributions of principal to be made on such Distribution Date. Overcollateralization Floor: An amount equal to 0.50% of the Group I Cut-off Date Balance. --------------------------- Overcollateralization Increase Amount: With respect to any Distribution Date, an amount equal to the excess, if any, of (x) the Required Overcollateralization Amount for such Distribution Date over (y) the Overcollateralization Amount for such Distribution Date. Overcollateralization Reduction Amount: With respect to any Distribution Date and Loan Group I for which the Excess Overcollateralization Amount is, or would be, after taking into account all other distributions to be made on such Distribution Date, greater than zero, an amount equal to the lesser of (i) the Excess Overcollateralization Amount for such Distribution Date and (ii) the Principal Remittance Amount for such Distribution Date. 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: With respect to the Class A-I Certificates, Class M-I and Class B-I-1 Certificates and each Interest Accrual Period, a per annum rate equal to the least of (i) LIBOR plus the related Margin, (ii) the Maximum Group I Rate and (iii) the Group I Net WAC Cap Rate. The Class R-I Certificates shall have a pass-through rate equal to 0.00%. For federal income tax purposes, however, the amount determined under clause (iii) of the paragraph immeadiately above shall be the equivalent of the foregoing, expressed as the weighted average of the REMIC I Pass-Through Rates for REMIC I Regular Interests, weighted on the basis of the Uncertificated Principal Balance thereof for such Distribution Date, multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period. With respect to the Class A-II and Class M-II Certificates and each Interest Accrual Period, a per annum rate equal to the least of (i) LIBOR plus the related Margin, (ii) the Maximum Group II Rate and (iii) the Group II Net WAC Cap Rate. For federal income tax purposes, however, the amount determined under clause (iii) of the immediately preceding sentence shall b the equivalent thereof, expressed as the weighted average of the REMIC II Pass-Through Rate for REMIC II Regular Interests, weighted on the basis of the Uncertificated Principal Balance thereof for such Distribution Date, multiplied by a fraction, the numerator of which is 30 and the demnominator of which is the actual number of days in the related Interest Accrual Period. 40 With respect to the Class A-II-IO-A Certificates and any Distribution Date, the weighted average of the excess of the Net Mortgage Rate on the Group II Loans for that Distribution Date over the Pass-through Rate for that Distribution Date on the Class A-II Certificates. For federal income tax purposes, however, the amount determined under the immediately preceding sentence shall be the equivalent thereof, expressed as the excess, if any, of (i) the REMIC II Pass-Through Rate applicable to the REMIC II Regular Interest A-II over (ii) the least of LIBOR plus the Class A-II Margin and the Maximum Group II Rate (i.e. 14% per annum). With respect to the Class A-II-IO-B Certificates and any Distribution Date, the weighted average of the excess of the Net Mortgage Rate on the Group II Loans for that Distribution Date over the weighted average of the Pass-through Rates for that Distribution Date on the Class M-II Certificates. For federal income tax purposes, however, the amount determined under the immediately preceding sentence shall be the equivalent thereof, expressed as the excess, if any, of (i) the REMIC II Pass-Through Rate applicable to each of the REMIC II Regular Interests M-II-1, M-II-2, M-II-3 and M-II-4 over (ii) the least of LIBOR plus the related Class M-II Margin and the Maximum Group II Rate (i.e. 14% per annum). With respect to the Class B-II Certificates and any distribution date, an amount equal to a variable rate equal to the weighted average of the Net Mortgage Rate of the mortgage loans in Loan Group II. With respect to the Class SB Certificates, a per annum rate equal to the percentage equivalent of a fraction (x) the numerator of which is the sum, for each REMIC I Regular Interest, of the excess of the REMIC I Pass-Through Rate for such REMIC I Regular Interest over the Group I Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of such REMIC I Regular Interest and (y) the denominator of which is the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests. Paying Agent: JPMorgan Chase Bank, N.A. 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. Periodic Cap: With respect to each adjustable rate Group I Loan or Group II Loan, the periodic rate cap that limits the increase or the decrease of the related Mortgage Rate on any Adjustment Date pursuant to the terms of the related Mortgage Note. Permitted Investments: One or more of the following: 41 (i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States; (ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available; (iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor's, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor's and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-l+ in the case of Standard & Poor's if Standard & Poor's is a Rating Agency; (iv) commercial paper and demand notes (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each Rating Agency in its highest short-term rating available; provided that such commercial paper and demand notes 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, that no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying 42 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 the following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and F-1 in the case of Fitch. provided, further, however, that any Permitted Investment that is a short-term debt obligation rated A-1 by Standard & Poor's must satisfy the following additional conditions: (i) the total amount of debt from A-1 issuers must be limited to the investment of monthly principal and interest payments (assuming fully amortizing collateral); (ii) the total amount of A-1 investments must not represent more than 20% of the aggregate outstanding Certificate Principal Balance of the Certificates and each investment must not mature beyond 30 days; (iii) investments in A-1 rated securities are not eligible for the Yield Maintenance Deposit Account; (iv) the terms of the debt must have a predetermined fixed dollar amount of principal due at maturity that cannot vary; and (v) if the investments may be liquidated prior to their maturity or are being relied on to meet a certain yield, interest must be tied to a single interest rate index plus a single fixed spread (if any) and must move proportionately with that index. Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization or Non-United States Person. Person: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Pledged Amount: With respect to any Pledged Asset Loan, the amount of money remitted to Combined Collateral LLC, at the direction of or for the benefit of the related Mortgagor. Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or such other collateral, other than the related Mortgaged Property, set forth herein. Pledged Assets: With respect to any Mortgage Loan, all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description pledged by Combined Collateral LLC as security in respect of any Realized Losses in connection with such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any related collateral, or such other collateral as may be set forth herein. Prepayment Assumption: With respect to the Class A, Class M and Class B Certificates, the prepayment assumption to be used for determining the accrual of original issue discount and premium and market discount on such Certificates for federal income tax purposes, which assumes a constant prepayment rate of 20% CPR with respect to the fixed rate Group I Loans, 35% CPR with respect to the adjustable rate Group I Loans, 25% CPR with respect to the fixed rate Group II Loans and 30% CPR with respect to the adjustable rate Group II Loans. 43 Prepayment Distribution Percentage: With respect to any Distribution Date and each Class of Group A-II Subordinate Certificates, under the applicable circumstances set forth below, the respective percentages set forth below: (i) For any Distribution Date for which the related Senior Accelerated Distribution Percentage is equal to 100%, 0%. (ii) For any Distribution Date for which clause (i) above does not apply, and on which any Class of Group A-II Subordinate Certificates are outstanding: (a) in the case of the Class of Group A-II Subordinate Certificates then outstanding with the Highest Priority and each other Class of Group A-II 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 Group A-II Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of Group A-II Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of Group A-II 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 Agreement (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 Group A-II 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 Group A-II Subordinate Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in accordance with the provisions in paragraph (ii) above, as if the Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c) the total amount of the reductions in the Prepayment Distribution Percentages of the related Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the related Non-Maturing Classes in proportion to their respective Recalculated Percentages (the portion of such aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of such Distribution Date, the Prepayment Distribution Percentage of each related Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution Percentage thereof, calculated in accordance with the provisions in paragraph (ii) above as if the Certificate Principal Balance of each related Maturing Class had not been reduced to zero, plus (2) the related Adjustment Percentage. 44 Prepayment Distribution Trigger: With respect to any Distribution Date and any Class of Group A-II Subordinate Certificates (other than the Class M-II-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 Group A-II 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 related 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 Group A-II 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 related Prepayment Period in the case of a Group I Loan or Group II Loan, an amount equal to the excess of one month's interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such month to the date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal to one month's interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment. Prepayment Period: As to any Distribution Date and Principal Prepayment in Full on any Mortgage Loan, the calendar month preceding the month of distribution.. Primary Insurance Policy: Each primary policy of mortgage guaranty insurance as indicated on Exhibit F-1 or F-2 with the exception of either code "23" or "96" under the column "MI CO CODE". 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. Principal Remittance Amount: With respect to any Distribution Date, the sum of the amounts described in clauses (i), (ii) and (iii) of the definition of Group I Principal Distribution Amount for such Distribution Date. Program Guide: The Residential Funding Seller Guide for mortgage collateral sellers that participate in Residential Funding's standard mortgage programs, and Residential Funding's Servicing Guide and any other subservicing arrangements which Residential Funding has arranged to accommodate the servicing of the Mortgage Loans. 45 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, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04 or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances or (b) if such Mortgage Loan (or REO Property) is being purchased pursuant to Section 4.08 of this Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances on such Mortgage Loan (or REO Property) and (2) the fair market value 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, but not including, the first day of the month following the month of purchase from the Due Date to which interest was last paid by the Mortgagor. Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a Fannie Mae or Freddie Mac approved mortgage insurer or having a claims paying ability rating of at least "AA" or equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date. Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers' Certificate delivered to the Trustee, (i) have an outstanding principal balance, after deduction of the principal portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be deposited by Residential Funding, in the Custodial Account in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; (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) in the case of the adjustable rate Mortgage Loans, (w) have a Mortgage Rate that adjusts with the same frequency and based upon the same Index as that of the Deleted Mortgage Loan, (x) have a Note Margin not less than that of the Deleted Mortgage Loan; (y) have a Periodic Rate Cap that is equal to that of the Deleted Mortgage Loan; and (z) have a next Adjustment Date no later than that of the Deleted Mortgage Loan. 46 Rating Agency: Standard & Poor's, Moody's and Fitch. 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 Depositor, 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) as to which a Cash Liquidation or REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) from the Due Date as to which interest was last paid or advanced to Certificateholders up to the last day of the month in which the Cash Liquidation (or REO Disposition) occurred 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 (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) 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. With respect to each Mortgage Loan which is the subject of a Servicing Modification, (a) (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 (b) 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. With respect to each Mortgage Loan 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. With respect to each Mortgage Loan 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. 47 Record Date: With respect to each Distribution Date and each Class of Certificates (other than the Class A-I Certificates and Class M-I Certificates which are Book-Entry Certificates), the close of business on the last Business Day of the month next preceding the month in which the related Distribution Date occurs. With respect to each Distribution Date and the Class A-I Certificates and Class M-I Certificates which are Book-Entry Certificates, the close of business on the Business Day prior to such Distribution Date. Regular Certificates: The Class A Certificates, Class M Certificates, Class B Certificates and Class SB Certificates. Regular Interest: Any one of the regular interests in the Trust Fund. Relief Act: The Servicemembers Civil Relief Act. Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting from the Relief Act or similar legislation or regulations. 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 I: The segregated pool of assets subject hereto (exclusive of the Yield Maintenance Deposit Account and the Yield Maintenance Agreements which are not assets of any REMIC), constituting a portion of the primary trust created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made (other than with respect to the items in clause (v) and the proceeds thereof), consisting of: (i) the Mortgage Loans in Group I Loans and the related Mortgage Files; (ii) all payments on and collections in respect of such 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 I, including the proceeds from the liquidation of Pledged Assets for any Pledged Asset Loan; (iii) property which secured a Group I Loan and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary Insurance Policy pertaining to the Group I Loans, if any, and the Pledged Assets with respect to each Pledged Asset Loan; and (v) all proceeds of clauses (i) through (iv) above. REMIC I Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests then outstanding and (ii) the REMIC I Pass-Through Rate for REMIC I Regular Interest AA minus the Group 1 Marker Rate, divided by (b) 12. REMIC I Overcollateralized Amount: With respect to any date of determination, (i) 1% of the aggregate Uncertificated Principal Balances of the REMIC I Regular Interests minus (ii) the aggregate Uncertificated Principal Balances of the REMIC I Regular Interests (other than REMIC I Regular Interests AA and ZZ), in each case as of such date of determination. 48 REMIC I Pass-Through Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) of the Group I Loans using the Net Mortgage Rates in effect for the Monthly Payments due on the such Group I Loans during the related Due Period, weighted on the basis of the respective Stated Principal Balances thereof for such Distribution Date. REMIC I Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Group I Loans then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the sum of the Uncertificated Principal Balances of REMIC I Regular Interests A-I-1, A-I-2, A-I-3, M-I-1, M-I-2, M-I-3, M-I-4 and M-I-5 and the denominator of which is the sum of the Uncertificated Principal Balances of REMIC 1 Regular Interests A-I-1, A-I-2, A-I-3, M-I-1, M-I-2, M-I-3, M-I-4, M-I-5 and ZZ. REMIC I Regular Interests: REMIC I Regular Interest AA, REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC Regular Interest A-I-3, REMIC I Regular Interest B-I-1, REMIC I Regular Interest M-I-1, REMIC I Regular Interest M-I-2, REMIC I Regular Interest M-I-3, REMIC I Regular Interest M-I-4, REMIC I Regular Interest M-I-5, REMIC I Regular Interest ZZ. REMIC I Regular Interest AA: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest A-I-1: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest A-I-2: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest A-I-3: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest B-I-1: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. 49 REMIC I Regular Interest M-I-1: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest M-I-2: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest M-I-3: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest M-I-4: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest M-I-5: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest ZZ: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest ZZ Maximum Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) Uncertificated Accrued Interest calculated with the REMIC I Pass-Through Rate for REMIC I Regular Interest ZZ and an Uncertificated Principal Balance equal to the excess of (x) the Uncertificated Principal Balance of REMIC I Regular Interest ZZ over (y) the REMIC I Overcollateralized Amount, in each case for such Distribution Date, over (ii) the sum of Uncertificated Accrued Interest on REMIC I Regular Interests A-I-1, A-I-2, and M-I-1 through M-I-7, with the rate on each such REMIC I Regular Interest subject to a cap equal to the Pass-Through Rate for the Corresponding Class for the purpose of this calculation. REMIC I Required Overcollateralization Amount: 1% of the Required Overcollateralization Amount. REMIC II: The segregated pool of assets subject hereto, constituting a portion of the primary trust created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made (other than with respect to the items in clause (v) and the proceeds thereof), consisting of: (i) the Mortgage Loans in Loan Group II and the related Mortgage Files; (ii) all payments on and collections in respect of such 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 II, including the proceeds from the liquidation of Pledged Assets for any Pledged Asset Loan; 50 (iii) property which secured a Mortgage Loan in Loan Group II and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary Insurance Policy pertaining to the Mortgage Loans, if any, and the Pledged Assets with respect to each Pledged Asset Loan; and (v) all proceeds of clauses (i) through (iv) above. REMIC II Pass-Through Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) of the Group II Loans using the Net Mortgage Rates in effect for the Monthly Payments due on the such Group II Loans during the related Due Period, weighted on the basis of the respective Stated Principal Balances thereof for such Distribution Date. REMIC II Regular Interests: REMIC II Regular Interest A-II, REMIC II Regular Interest M-II-1, REMIC II Regular Interest M-II-2, REMIC II Regular Interest M-II-3, REMIC II Regular Interest M-II-4, REMIC II Regular Interest B-II-1, REMIC II Regular Interest B-II-2 and REMIC II Regular Interest B-II-3, each Uncertificated REMIC II A-II-IO-A Regular Interest and each Uncertificated REMIC II A-II-IO-B Regular Interest. REMIC II Regular Interest II-A-II: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest II-B-II-1: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest II-B-II-2: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest II-B-II-3: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest II-M-II-1: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest II-M-II-2: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC II Pass-Through Rate, and that has such other terms as are described herein. 51 REMIC II Regular Interest II-M-II-3: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest II-M-II-4: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Subordinated Balance Ratio: The ratio among the Uncertificated Principal Balances of the REMIC II Regular Interest A-II, equal to the ratio among, with respect to each such REMIC II Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related loan group over (y) the current Certificate Principal Balance of related Class A Certificates. 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 substantially 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 a rate equal to the sum of 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 (a) such Mortgage Loan has not been delinquent in payments of principal and interest for six months since the date of such modification if that interest rate reduction is not made permanent thereafter or (b) if such Mortgage Loan is subject to a Deficient Valuation or Debt Service Reduction. 52 Repurchase Event: As defined in the Assignment Agreement. Repurchase Price: With respect to any Deleted Mortgage Loan to be replaced by the substitution of one or more Qualified Substitute Mortgage Loans pursuant to Section 2.03, an amount, calculated by the Master Servicer equal to:(a) the unpaid principal balance of such Mortgage Loan (or, in the case of any REO Property, the related Mortgage Loan) (after application of all principal payments (including prepayments) collected and other principal amounts recovered on such Mortgage Loan) as of the date of receipt of the Repurchase Price or the date of substitution, as the case may be, hereunder; plus (b) unpaid interest accrued on such Mortgage Loan or Mortgage Loan related to an REO Property, as applicable, at the related Mortgage Rate (after application of all interest payments collected and other amounts recovered (and applied to accrued interest) on such Mortgage Loan) to, but not including, the Due Date in the Due Period during which the applicable purchase or substitution occurs; plus(c) any unreimbursed Servicing Advances, all accrued and unpaid interest on Advances, any unpaid servicing compensation (other than Master Servicer fees), and any unpaid or unreimbursed expenses of the Trust Fund allocable to such Mortgage Loan or Mortgage Loan related to an REO Property, as applicable, as of the date of receipt of such Repurchase Price or the date of substitution, as the case may be, hereunder; plus (d) in the event that such Mortgage Loan or Mortgage Loan related to an REO Property, as applicable, is required to be repurchased or replaced pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the Master Servicer or the Trustee in respect of the breach or defect giving rise to the repurchase or replacement obligation, including any expenses arising out of the enforcement of the repurchase or replacement obligation. Request for Release: A request for release, the forms of which are attached as Exhibit G 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 Overcollateralization Amount: With respect to any Distribution Date and the Group I Loans, (a) if such distribution date is prior to the Group I Stepdown Date, the sum of 2.90% of the aggregate Stated Principal Balance of the Group I Loans as of the cut-off date and an amount equal to the cumulative amount applied in payment of principal to the Class B-I-1 Certificates on previous Distribution Dates pursuant to Section 4.02(a)(xix), or (b) if such distribution date is on or after the related Stepdown Date, the greater of (i) the sum of 5.80% of the then current aggregate Stated Principal Balance of the Group I Loans as of the end of the related due period, and an amount equal to the cumulative amount applied in payment of principal to the Class B-I-1 Certificates on previous Distribution Dates pursuant to Section 4.02(a)(xix) or (ii) the sum of the Overcollateralization Floor and an amount equal to the cumulative amount applied in payment of principal to the Class B-I-1 Certificates on previous Distribution Dates pursuant to Section 4.02(a)(xix). 53 Notwithstanding the foregoing, if a Group I Trigger Event is in effect on any distribution date, the Required Overcollateralization Amount shall equal the Required Overcollateralization Amount on the Distribution Date immediately preceding the occurrence of the Group I Trigger Event plus the amount applied as payment of principal to the Class B-I-1 Certificates on such preceding Distribution Date pursuant to Section 4.02(a)(xix). Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Depositor and any successor thereto and not in its capacity as Master Servicer. Responsible Officer: When used with respect to the Trustee, any officer of the Worldwide Securities / Structured Finance Services 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, 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 and with direct responsibility for the administration of this Agreement. Security Agreement: With respect to a Cooperative Loan, the agreement creating a security interest in favor of the originator in the related Cooperative Stock. Senior Accelerated Distribution Percentage: With respect to Loan Group II, and any Distribution Date occurring during the first five years after the Closing Date, 100%. With respect to any Distribution Date thereafter and Loan Group II, as follows: (i) for any Distribution Date during the sixth year after the Closing Date, the related Senior Percentage for such Distribution Date plus 70% of the related Group A-II Subordinate Percentage for such Distribution Date; (ii) for any Distribution Date during the seventh year after the Closing Date, the related Senior Percentage for such Distribution Date plus 60% of the related Group A-II Subordinate Percentage for such Distribution Date; (iii) for any Distribution Date during the eighth year after the Closing Date, the related Senior Percentage for such Distribution Date plus 40% of the related Group A-II Subordinate Percentage for such Distribution Date; (iv) for any Distribution Date during the ninth year after the Closing Date, the related Senior Percentage for such Distribution Date plus 20% of the related Group A-II Subordinate Percentage for such Distribution Date; and (v) for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date; provided, however, - -------- ------- 54 That any scheduled reduction to the related 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 in all of the related Loan Groups delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Group A-II Subordinate Certificates, is less than 50% or (Y) the outstanding principal balance of the Mortgage Loans in all of the related Loan Groups delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all such Mortgage Loans averaged over the last six months, does not exceed 2% and (2) Realized Losses on the related 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 Group A-II Subordinate Certificates or (b)(1) the outstanding principal balance of the Mortgage Loans in all of the related Loan Groups delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all such Mortgage Loans averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans in all of the related Loan Groups 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 Group A-II Subordinate Certificates. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the related Senior Certificates to zero, the related Senior Accelerated Distribution Percentage shall thereafter be 0%. Senior Certificates: Any of the Group I Senior Certificates or the Group II Senior Certificates as the context requires. Senior Percentage: As of any Distribution Date, the lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of the Class A-II 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) in the related Loan Group immediately prior to such Distribution Date. Senior Principal Distribution Amount: As to any Distribution Date, the lesser of (a) the balance of the related Available Distribution Amount remaining after the distribution of all amounts required to be distributed pursuant to Section 4.02(II)(a)(i) and Section 4.02(II)(a)(ii)(X) of this Agreement, and (b) the sum of the amounts required to be distributed to the related Senior Certificateholders on such Distribution Date pursuant to Section 4.02(II)(a)(ii)(Y) of this Agreement. Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08. 55 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 in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property or, with respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or judicial proceedings, including foreclosures, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS System, (iii) the management and liquidation of any REO Property, (iv) any mitigation procedures implemented in accordance with Section 3.07 and (v) compliance with the obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides services such as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage loans, reasonable compensation for such services. 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 equal to the Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Due Date in the related Due Period, as may be adjusted pursuant to Section 3.16(e). Servicing Fee Rate: The sum of the per annum rates designated on the Mortgage Loan Schedule as the "MSTR SERV FEE" as may be adjusted with respect to successor Master Servicers as provided in Section 7.02. Servicing Modification: Any reduction of the interest rate on or the outstanding principal balance of a Mortgage Loan, any extension of the final maturity date of a Mortgage Loan, and any increase to the Stated 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, 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. Sixty-Plus Delinquency Percentage: With respect to any Distribution Date, the fraction, expressed as a percentage, equal to (x) the aggregate Stated Principal Balance of the Group I Loans that are 60 or more days delinquent in payment of principal and interest for such Distribution Date, including Group I Loans in foreclosure and REO Properties, over (y) the aggregate Stated Principal Balance of all of the Group I Loans immediately preceding such Distribution Date. Special Hazard Amount: As of any Distribution Date and Loan Group II, an amount equal to $3,065,218 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated to the related Mortgage Loans through Subordination in accordance with Section 4.05 plus any Excess Special Hazard Losses on the non-related Mortgage Loans allocated to the related groups as set forth in Section 4.05 and (ii) the Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut-off Date, the "Adjustment Amount" shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greatest of (i) twice the outstanding principal balance of the Mortgage Loan in 56 Loan Group II that has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary, (ii) the product of 1.00% multiplied by the outstanding principal balance of all Mortgage Loans in Loan Group II on the Distribution Date immediately preceding such anniversary and (iii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the Mortgage Loans in Loan Group II in any single five-digit California zip code area with the largest amount of Mortgage Loans in Loan Group II by aggregate principal balance as of such anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans in Loan Group II on the Distribution Date immediately preceding such anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans in Loan Group II secured by Mortgaged Properties located in the State of California divided by the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of such Mortgage Loans, expressed as a percentage, and the denominator of which is equal to 27.60% (which percentage is equal to the percentage of Mortgage Loans in Loan Group II initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan in Loan Group II secured by a Mortgaged Property located in the State of California. The Special Hazard Amount for Loan Group II 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 obtain the written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to the Group A-II 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. Special Hazard Loss: Any Realized Loss not in excess of the lesser of the cost of repair or the cost of 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, as applicable. Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill Companies, Inc., or its successor in interest. Startup Date: The day designated as such pursuant to Article X hereof. ------------ Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, at any given time, (i) the sum of (a) 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 (x) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period commencing on the first Due Period after the Cut-Off Date and ending with 57 the Due Period related to the most recent Distribution Date which were received or with respect to which an Advance was made, (y) 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 or 4.03 on any previous Distribution Date, and (z) any Realized Loss allocated to Certificateholders with respect thereto for any previous Distribution Date. Subordinate Class Percentage: With respect to any Distribution Date and any Class of Group A-II Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of such Class of Group A-II Subordinate Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans in Loan Group II, (or related REO Properties) immediately prior to such Distribution Date. Subordinate Principal Distribution Amount: With respect to any Distribution Date and each Class of Group A-II Subordinate Certificates, (a) the sum of (i) the product of (x) the related Subordinate Class Percentage for such Class and (y) the aggregate of the amounts calculated for such Distribution Date under clauses (1), (2) and (3) of Section 4.02(II)(a)(ii)(Y)(A) of this Agreement (without giving effect to the related Senior Percentage), to the extent not payable to the related Senior Certificates; (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of Group A-II Subordinate Certificates then outstanding, of the principal collections described in Section 4.02(II)(a)(ii)(Y)(B)(b) of this Agreement (without giving effect to the related Senior Accelerated Distribution Percentage) to the extent such collections are not otherwise distributed to the related Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month to the extent not payable to the related Senior Certificates; (iv) if such Class is the Class of Group A-II 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 Group A-II Subordinate Certificates minus (b) the sum of (i) with respect to the Class of Group A-II Subordinate Certificates with the Lowest Priority, any Excess Subordinate Principal Amount for such Distribution Date; provided, however, that the Subordinate Principal Distribution Amount for any Class of Group A-II Subordinate Certificates on any Distribution Date shall in no event exceed the outstanding Certificate Principal Balance of such Class of Certificates immediately prior to such date; and (ii) the Capitalization Reimbursement Amount for such Distribution Date for the related Mortgage Loans, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for such Class of Group A-II 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 without giving effect to any reductions for the related Capitalization Reimbursement Amount. 58 Subordination: The provisions described in Section 4.05 relating to the allocation of Realized Losses. 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 Depositor. With respect to any Pledged Asset Loan subserviced by GMAC Mortgage Corporation, the Addendum and Assignment Agreement, dated as of November 24, 1998, between the Master Servicer and GMAC Mortgage Corporation, as such agreement may be amended from time to time. Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the Master Servicer) in respect of subservicing and other compensation that accrues with respect to each Distribution Date at an annual rate equal to the Subservicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Due Date in the related Due Period. Subservicing Fee Rate: The per annum rate designated on the Mortgage Loan Schedule as the "SUBSERV FEE". 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 REMIC I, REMIC II and REMIC III due to their classification as REMICs 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. 59 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: Trust Fund I and/or Trust Fund II, as applicable. Trust Fund I: The segregated pool of assets subject hereto, constituting a portion of the primary trust created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made (other than with respect to the items in clause (v) and the proceeds thereof), consisting of: (i) the Mortgage Loans in Group I Loans and the related Mortgage Files; (ii) all payments on and collections in respect of such 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 I, including the proceeds from the liquidation of Pledged Assets for any Pledged Asset Loan; (iii) property which secured a Group I Loan and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary Insurance Policy pertaining to the Group I Loans, if any, and the Pledged Assets with respect to each Pledged Asset Loan; and (v) all proceeds of clauses (i) through (iv) above. Trust Fund II: The segregated pool of assets subject hereto, constituting a portion of the primary trust created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made (other than with respect to the items in clause (v) and the proceeds thereof), consisting of: (i) the Mortgage Loans in Loan Group II, and the related Mortgage Files; (ii) all payments on and collections in respect of such 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 II, including the proceeds from the liquidation of Pledged Assets for any Pledged Asset Loan; (iii) property which secured a Mortgage Loan in Loan Group II and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary Insurance Policy pertaining to the Mortgage Loans, if any, and the Pledged Assets with respect to each Pledged Asset Loan; and (v) all proceeds of clauses (i) through (iv) above. Uncertificated Accrued Interest: With respect to each Distribution Date, as to any REMIC I Regular Interest and REMIC II Regular Interest, interest accrued during the related Interest Accrual Period at the related Uncertificated Pass-Through Rate on the Uncertificated Principal Balance or Uncertificated Notional Amount thereof immediately prior to such Distribution Date. Uncertificated Accrued Interest will be calculated on the basis of a 360-day year. In each case Uncertificated Accrued Interest on any REMIC I Regular Interest and REMIC II Regular Interest will be reduced by the amount of: (i) Prepayment Interest Shortfalls on all Mortgage Loans, (ii) the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses on all Mortgage Loans (including Excess Special Hazard Losses and Extraordinary Losses), (iii) the 60 interest portion of Advances that were (A) previously made with respect to a Mortgage Loan or REO Property on all Mortgage Loans which remained unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property or (B) made with respect to delinquencies that were ultimately determined to be Excess Special Hazard Losses or Extraordinary Losses, and (iv) any other interest shortfalls, including interest that is not collectible from the Mortgagor pursuant to the Relief Act, with all such reductions allocated among all of the REMIC I Regular Interests and REMIC II Regular Interests in proportion to their respective amounts of Uncertificated Accrued Interest payable on such Distribution Date absent such reductions. Uncertificated Pass-Through Rate: Any REMIC I Pass-Through Rate or REMIC II Pass-Through Rate. Uncertificated Principal Balance: With respect to each REMIC I Regular Interest and REMIC II Regular Interest on any date of determination, the amount set forth in the Preliminary Statement hereto minus the sum of (x) the aggregate of all amounts previously deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal Balance thereof pursuant to Section 10.04 and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses that were previously deemed allocated to the Uncertificated Principal Balance of such REMIC I Regular Interest and REMIC II Regular Interest pursuant to Section 10.04. Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to fiscal periods ending on or after December 15, 1995. Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies. United States Person: A citizen or resident of the United States, a corporation, partnership or other entity (treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States, any state thereof, or the District of Columbia (except in the case of a partnership, to the extent provided in Treasury regulations) provided that, for purposes solely of the restrictions on the transfer of Class R Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section 7701(a)(30)(E) of the Code. VA: The Veterans Administration, or its successor. 61 Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 97.00% of all of the Voting Rights shall be allocated among Holders of the Class A Certificates (other than the Interest Only Certificates), the Class M Certificates and the Class B Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1% of all of the Voting Rights shall be allocated among Holders of the Class A-II-IO-A Certificates; 1% of all of the Voting Rights shall be allocated among Holders of the Class A-II-IO-B Certificates; and 0.25%, 0.25%, 0.25% and 0.25% of all of the Voting Rights shall be allocated among the Holders of the Class R-I, Class R-II, Class R-III and Class SB Certificates, respectively, in each case to be allocated among the Certificates of such Class in accordance with their respective Percentage Interest. Yield Maintenance Agreement A: The Yield Maintenance Agreement entered into by the Trustee on behalf of the Trust Fund and Bear Stearns Financial Products Inc. (or its successor in interest) on the Closing Date with reference number FXNEC7498. Yield Maintenance Agreement B: The Yield Maintenance Agreement entered into by the Trustee on behalf of the Trust Fund and Bear Stearns Financial Products Inc. (or its successor in interest) on the Closing Date with reference number FXNEC7499. Yield Maintenance Agreement C: The Yield Maintenance Agreement entered into by the Trustee on behalf of the Trust Fund and Barclays Bank Plc (or its successor in interest) on the Closing Date with reference number 942452B/942468B. Yield Maintenance Agreement D: The Yield Maintenance Agreement entered into by the Trustee on behalf of the Trust Fund and Barclays Bank Plc (or its successor in interest) on the Closing Date with reference number 942462B/942450B. Yield Maintenance Agreement Notional Balance: As to each Yield Maintenance Agreement and each Distribution Date, the lesser of (x) the Certificate Principal Balance of the related Class or Classes of Certificates immediately prior to such Distribution Date and (y) the amount set forth on Exhibit W hereto for such Distribution Date. Yield Maintenance Agreement Payment: With respect to each Yield Maintenance Agreement and any Distribution Date, the amount equal to the interest accrued during the Interest Accrual Period at a per annum rate equal to the excess of (i) the lesser of (x) One-Month LIBOR and (y) 9.710% (in the case of the Yield Maintenance Agreement A) or 9.700% (in the case of the Yield Maintenance Agreement C), or 9.230% (in the case of the Yield Maintenance Agreement B), or 9.310% (in the case of the Yield Maintenance Agreement D) over (ii) the related Monthly Strike Rate. 62 Yield Maintenance Agreement Provider: Bear Stearns Financial Products Inc. (or its successor in interest) or Barclays Bank Plc (or its successor in interest), as applicable. Yield Maintenance Agreement Purchase Price: $382,000, to be deposited by the Depositor in the Yield Maintenance Deposit Account in order for the Trustee to purchase the Yield Maintenance Agreements pursuant to Section 4.09(a) hereof. Yield Maintenance Agreements: Yield Maintenance Agreement A, Yield Maintenance Agreement B, Yield Maintenance Agreement C and Yield Maintenance Agreement D, each dated as of the Closing Date between the applicable Yield Maintenance Agreement Provider and the Trustee on behalf of the Trust Fund. Yield Maintenance Deposit Account: An "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h), which is not an asset of any REMIC, ownership of which is evidenced by the Class SB Certificates, and which is established and maintained pursuant to Section 4.09. Yield Maintenance Deposit Account Residual Right: The right to distributions from the Yield Maintenance Deposit Account as described in Section 4.09 hereof. Section 1.02. Determination of LIBOR. LIBOR applicable to the calculation of the Pass-Through Rate on the Class A-I Certificates, Class M-I, Class B-I and Group A-II Certificates for any Interest Accrual Period will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR Rate Adjustment Date is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one month United States dollar deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date. "Telerate Screen Page 3750" means the display designated as page 3750 on the Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks). If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, LIBOR shall be so established by use of such other service for displaying LIBOR or comparable rates as may be selected by the Trustee after consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks (which shall be any three major banks that are engaged in transactions in the London interbank market, selected by the Trustee after consultation with the Master Servicer) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Class A-I, Class M-I, Class B-I and Group A-II Certificates then outstanding. The Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations rounded up to the next multiple of 1/16%. If on such date fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, 63 as of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Class A-I, Class M-I, Class B-I and Group II Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date; provided however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Trustee, after consultation with the Master Servicer shall select an alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee on any L1BOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rate applicable to the Class A-I, Class M-I, Class B-I and Group II Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date. Furthermore, the Trustee will supply to any Certificateholder so calling the Trustee at 1-800-735-7777 and requesting the Pass-Through Rate on the Class A-I, Class M-I, Class B-I and Group II Certificates for the current and the immediately preceding Interest Accrual Period. 64 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01. Conveyance of Mortgage Loans. ---------------------------- (a) The Depositor, concurrently with the execution and delivery hereof, does hereby assign to the Trustee in respect of Trust Fund I without recourse all the right, title and interest of the Depositor in and to (i) the Group I Loans, including all interest and principal received on or with respect to the Group I Loans after the Cut-off Date (other than payments of principal and interest due on the Group I Loans in the month of September 2005); (ii) the Reserve Fund Deposit; and (iii) all proceeds of the foregoing. The Depositor, concurrently with the execution and delivery hereof, does hereby assign to the Trustee in respect of Trust Fund II without recourse all the right, title and interest of the Depositor in and to the Group II Loans, including all interest and principal received on or with respect to the Group II Loans, after the Cut-off Date (other than payments of principal and interest due on such Mortgage Loans in the month of September 2005); the Yield Maintenance Agreement Purchase Price and (ii) all proceeds of the foregoing. In addition, on the Closing Date, the Trustee is hereby directed to enter into the Yield Maintenance Agreements on behalf of the Trust Fund with the Yield Maintenance Agreement Provider. The Depositor, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be included in the Trust that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Practices Act effective November 7, 2004, or (iv) a "High-Cost Home Loan" as defined in the Indiana Home Loan Practices Act effective as of January 1, 2005. (b) In connection with such assignment, and contemporaneously with the delivery of this Agreement, and except as set forth in Section 2.01(c) below, the Depositor 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 thereon or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage with evidence of recording indicated thereon; 65 (iii) Unless the Mortgage Loan is registered on the MERS(R) System, the Assignment (which may be included in one or more blanket assignments if permitted by applicable law) 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 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; (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan, or a copy of each modification, assumption agreement or preferred loan agreement; and 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; 66 (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 Residential Funding as debtor, the Depositor as secured party and the Trustee as assignee and a duly completed UCC-1 financing statement showing the Depositor 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. The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee or the Custodian or Custodians that are the duly appointed agent or agents of the Trustee. (c) In connection with any Mortgage Loan, if the Depositor 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 Depositor 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 Depositor 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 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 Residential Funding 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 Depositor because of any defect therein, the Depositor shall prepare a substitute Assignment, Form 67 UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause such Assignment, Form UCC-3 or Form UCC-1, as applicable, to be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage or Assignment, 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 upon receipt thereof from the public recording office or from the related Subservicer. 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 Depositor delivers to the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in blank, the Depositor shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage in the name of the Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02. Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and (v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the original may be delivered to the Trustee or the Custodian. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, at the Depositor's own expense, within 30 days after the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Depositor 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 Depositor 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. (d) Residential Funding hereby assigns to the Trustee its security interest in and to any Pledged Assets, its right to receive amounts due or to become due in respect of any Pledged Assets pursuant to the related Subservicing Agreement. With respect to any 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. 68 (e) It is intended that the conveyances by the Depositor to the Trustee of the Mortgage Loans as provided for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Mortgage Loans for the benefit of the Certificateholders and the Yield Maintenance Agreement Purchase Price for the benefit of the Holders of the Class A Certificates and Class M Certificates and Class B-I Certificates. It is intended that the conveyance by the Depositor to the Trustee of the Yield Maintenance Agreement Purchase Price be construed as partial consideration for the Class A Certificates, Class M Certificates and Class B-I Certificates. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans or the Yield Maintenance Agreements are held to be property of the Depositor or of Residential Funding, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be deemed to be (1) a grant by the Depositor to the Trustee of a security interest in all of the Depositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A)(i) the Mortgage Loans, including (a) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (b) with respect to each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note and Mortgage, and (c) any insurance policies and all other documents in the related Mortgage File and (ii) the Yield Maintenance Agreement Purchase Price, (B) all amounts payable pursuant to the Mortgage Loans or the Yield Maintenance Agreements in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and 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 Depositor 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) and (C) granted by Residential Funding to the Depositor 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, negotiable documents 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 Uniform Commercial Code as in effect in the States of New York and Minnesota and any other applicable jurisdiction; 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, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor and, at the Depositor'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 deemed to create a security interest in the Mortgage Loans and the other property described above, such security interest would be deemed 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 Depositor shall prepare and deliver to the 69 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 Depositor, 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 as evidenced by an Officers' Certificate of the Depositor, 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 Depositor 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 Depositor or (3) any transfer of any interest of Residential Funding or the Depositor in any Mortgage Loan. (f) The Depositor 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 Depositor's covenants, representations and warranties specifically provided herein), of all of the Depositor's obligations and all of the Depositor's right, title and interest in, to and under, whether now existing or hereafter acquired as owner of the Mortgage Loan with respect to all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description consisting of, arising from or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies of the Depositor as owner of such Mortgage Loan under or in connection with the Assigned Contracts, whether arising under the terms of such Assigned Contracts, by statute, at law or in equity, or otherwise arising out of any default by the Mortgagor under or in connection with the Assigned Contracts, including all rights to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, approval or waiver thereunder, (iii) all security interests in and lien of the Depositor as owner of such Mortgage Loan in the Pledged Amounts and all money, securities, security entitlements, accounts, general intangibles, instruments, documents, certificates of deposit, commodities contracts, and other investment property and other property of whatever kind or description and all cash and non-cash proceeds of the sale, exchange, or redemption of, and all stock or conversion rights, rights to subscribe, liquidation dividends or preferences, stock dividends, rights to interest, dividends, earnings, income, rents, issues, profits, interest payments or other distributions of cash or other property that is credited to the Custodial Account, (iv) all documents, books and records concerning the foregoing (including all computer programs, tapes, disks and related items containing any such information) and (v) all insurance proceeds (including proceeds from the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation or any other insurance company) of any of the foregoing or replacements thereof or substitutions therefor, proceeds of proceeds and the conversion, voluntary or involuntary, of any thereof. The foregoing transfer, sale, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Trustee, of any obligation of the Depositor, 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. 70 Section 2.02. Acceptance by Trustee. --------------------- The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(I)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above (except that for purposes of such acknowledgment only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may be in blank) and declares that it, or a Custodian as its agent, and the rights of Residential Funding with respect to any Pledged Assets assigned to the Trustee pursuant to Section 2.01, 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, 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 Depositor 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 (the "Final 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, after receiving notice from the Custodian, shall promptly so notify the Master Servicer and the Depositor; provided, that if the Mortgage Loan related to such Mortgage File is listed on Schedule A of the Assignment Agreement, no notification shall be necessary. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master Servicer, the Depositor and the Trustee of any such omission or defect found by it in respect of any Mortgage File held by it. If such omission or defect materially and adversely affects the interests in the related Mortgage Loan of the Certificateholders, the Master Servicer shall promptly notify the related Subservicer of such omission or defect and request that such Subservicer 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 does not correct or cure such omission or defect within such period, that such Subservicer 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; and provided further, that no cure, substitution or repurchase shall be required if such omission or defect is in respect of a Mortgage Loan listed on Schedule A of the Assignment Agreement. The Purchase Price for any such Mortgage Loan 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 Subservicer or its designee, as the case may be, any Mortgage Loan released 71 pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust Fund. In furtherance of the foregoing, if the Subservicer or Residential Funding that repurchases the Mortgage Loan is not a member of MERS and the Mortgage is registered on the MERS(R) System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to such Subservicer or Residential Funding 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 Subservicer, 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 Certificateholders. Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Depositor. (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 Depositor, 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; 72 (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 Depositor, any Affiliate of the Depositor 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 Depositor, 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. 73 (b) The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) The information set forth in Exhibits F-1 or F-2 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 respective date or dates which such information is furnished; (ii) Immediately prior to the conveyance of the Mortgage Loans to the Trustee, the Depositor 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 conveyance validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; and (iii) 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). 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 Depositor, 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) 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); provided, however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(iii), 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 Depositor 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 Depositor 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, substitution or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Depositor under the same terms and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood and agreed that the obligation of the Depositor 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 Depositor 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 Residential Funding. ----------------------------------------------------- The Depositor, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of the Certificateholders all of its right, title and interest in respect of the Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment Agreement relates to the representations and warranties made by Residential Funding 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. 74 Upon the discovery by the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in the Assignment Agreement in respect of any Mortgage Loan or of any Repurchase Event 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 Residential Funding of such breach or Repurchase Event and request that Residential Funding either (i) cure such breach or Repurchase Event in all material respects within 90 days from the date the Master Servicer was notified of such breach or Repurchase Event 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 or Repurchase Event 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 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 Section 4(bb) thereof, then the Master Servicer shall request that Residential Funding pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such payment. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, 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 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 to the Trustee and the Custodian. 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, and Residential Funding shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in Section 4 of the Assignment Agreement, as of the date of substitution, and the covenants, representations and warranties set forth in this Section 2.04, and 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. 75 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 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 REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding. It is understood and agreed that the obligation of the Residential Funding 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 Section 4(bb) thereof shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the 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 right, title and interest in respect of the Assignment Agreement applicable to such Mortgage Loan. Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC I Regular Interests and REMIC II Regular Interests. (a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed and caused to be authenticated and delivered to or upon the order of the Depositor the Certificates in authorized denominations which evidence ownership of the entire Trust Fund. (b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets to be included in the Trust Fund pursuant to this Agreement (excluding, for the purpose of determining the assets of any REMIC and for the avoidance of doubt, the Yield Maintenance Deposit Account and the Yield Maintenance Agreements, which shall not be assets of any REMIC) for the benefit 76 of the Holders of REMIC I Regular Interests and the Holders of the Class R-I Certificates. The Trustee acknowledges receipt of such assets and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the REMIC I Regular Interests and Holders of the Class R-I Certificates. The interests evidenced by the Class R-I Certificates, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. (c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets to be included in the Trust Fund pursuant to this Agreement (excluding, for the purpose of determining the assets of any REMIC and for the avoidance of doubt, the Yield Maintenance Deposit Account and the Yield Maintenance Agreements, which shall not be assets of any REMIC) for the benefit of the Holders of REMIC II Regular Interests and the Holders of the Class R-II Certificates. The Trustee acknowledges receipt of such assets and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the REMIC II Regular Interests and Holders of the Class R-II Certificates. The interests evidenced by the Class R-II Certificates, together with the REMIC II Regular Interests, constitute the entire beneficial ownership interest in REMIC II. (d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interest and the REMIC II Regular Interest for the benefit of the holders of the Regular Certificates, Class SB Certificates and the Class R-III Certificates. The Trustee acknowledges receipt of the REMIC I Regular Interests and the REMIC II Regular Interests (which are uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Regular Certificates, Class SB Certificates and the Class R-III Certificates. The interests evidenced by the Class R-III Certificates, together with the Regular Certificates and Class SB Certificates, constitute the entire beneficial ownership interest in REMIC III. (e) In exchange for the REMIC I Regular Interest and the REMIC II Regular Interests and, concurrently with the assignment to the Trustee thereof, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Regular Certificates in authorized denominations evidencing (together with the Class R-III Certificates) the entire beneficial ownership interest in REMIC III. 77 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, following such procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities, 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 rerecording 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 completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related insurer, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS(R) System, or cause the removal from the registration of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with Section 3.16(c), with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS(R) System, it becomes necessary to remove any Mortgage Loan from registration on the MERS(R) 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 of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code. 78 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 customarily provided by Persons other than 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' 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 shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a Freddie Mac, Fannie Mae or HUD approved mortgage servicer. In addition, any Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a VA-approved servicer. 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. 79 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 by, permitted by or consistent with the Program Guide and are not inconsistent with this Agreement and as the Master Servicer and the Subservicer have agreed. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit Repositories in a timely manner. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related Subservicing Agreement, to the extent that the non-performance of any such 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, 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. 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 80 Master Servicer enters into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use reasonable efforts to have the successor Subservicer assume liability for the representations and warranties made by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the terminated Subservicer from liability for such representations and warranties. 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 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 Depositor 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 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 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) In the event 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. 81 (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. Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account. (a) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Insurance Policy, follow such collection procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a Mortgage Loan in accordance with the Program Guide, provided, however, that the Master Servicer shall first determine that any such waiver or extension will not impair the coverage of any related Primary Insurance Policy or materially adversely affect the lien of the related Mortgage. Notwithstanding anything in this Section to the contrary, the Master Servicer or any Subservicer shall not enforce any prepayment charge to the extent that such enforcement would violate any applicable law. In the event of any such arrangement, the Master Servicer shall make timely advances on the related Mortgage Loan during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements unless otherwise agreed to by the Holders of the Classes of Certificates affected thereby; provided, however, that no such extension shall be made if any 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. For purposes of delinquency calculations, any capitalized Mortgage Loan shall be deemed to be current as of the date of the related Servicing Modification. No such modification shall reduce the Mortgage Rate (i) with respect to a fixed rate Mortgage Loan, (A) below one-half of the Mortgage Rate as in effect on the Cut-off Date or (B) below the sum of the rates at which the Servicing Fee and the Subservicing Fee with respect to such Mortgage Loan accrue or (ii) with respect to an adjustable rate Mortgage Loan, (A) below the greater of (1) one-half of the Mortgage Rate as in effect on the Cut-off Date and (2) one-half of the Mortgage Rate as in effect on the date of the Servicing Modification or (B) below the sum of the rates at which the Servicing Fee and the Subservicing Fee with respect to such Mortgage Loan accrue. The final maturity date for any Mortgage Loan shall not be extended beyond the Maturity Date. Also, the Stated Principal Balance of all Reportable Modified Mortgage Loans subject to Servicing Modifications (measured at the time of the Servicing Modification and after 82 giving effect to any Servicing Modification) can be no more than five percent of the aggregate Cut-off Date Principal Balance of the Mortgage Loans, 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 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 re-amortized 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 reamortization shall not be permitted if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes. In addition, the Master Servicer and the Trustee on behalf of the Trust Fund shall not exercise any right with respect to any Mortgage Loan to (i) accelerate the payment of the outstanding principal balance of such Mortgage Loan plus any other amounts payable under the related Mortgage Note or (ii) increase the related Mortgage Rate as a result of the related Mortgagor's termination of employment with the originator of the Mortgage Loan. (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 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); 83 (iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08 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 received by the Master Servicer in respect of Pledged Assets; (vi) Any amounts required to be deposited pursuant to Section 3.07(c) or 3.21; and (vii) Any amounts required to be deposited pursuant to Section 3.07(c) and any payments or collections received consisting of prepayment charges or additional servicing compensation. 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 consisting of 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, Subsequent Recoveries and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04, 4.07 and 4.08 received in any calendar month, the Master Servicer may elect to treat such amounts as included in the related 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. 84 (d) The Master Servicer shall give written notice to the Trustee and the Depositor 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 shall not be required to deposit in the Subservicing Account payments or collections consisting of late charges or assumption fees, or payments or collections received consisting of prepayment charges or additional servicing compensation, as applicable, to the extent that the Subservicer is entitled to retain such amounts pursuant to the Subservicing Agreement. 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). 85 (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. (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. In the event that 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: 86 (i) to remit to the Trustee for deposit into the Certificate Account 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, 3.08, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of this Agreement, such withdrawal right being limited to amounts received on the related Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08) 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) late recoveries of the payments for 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 a rate per annum equal to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount specified in the amortization schedule of the related Mortgage Loan as the principal balance thereof at the beginning of the period respecting which such interest was paid after giving effect to any previous Curtailments; (iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds deposited in 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, and any amounts remitted by Subservicers as interest in respect of Curtailments pursuant to Section 3.08(b); (vi) to pay to itself, a Subservicer, Residential Funding, the Depositor 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, 3.23, 4.07, 4.08 or 9.01, all amounts received thereon and not required to be distributed to 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, any Advance or Servicing Advance made in connection with a modification of a 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 preceding calendar month; (viii) to reimburse itself or the Depositor for expenses incurred by and reimbursable to it or the Depositor pursuant to Section 3.14(c), 6.03, 10.01 or otherwise; 87 (ix) to reimburse itself for amounts 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, including any payoff fees or penalties or any other additional amounts payable to the Master Servicer or Subservicer pursuant to the terms of the Mortgage Note. (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 Primary Insurance Coverage. ----------------------------------------- (a) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in noncoverage 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 at origination 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 Master Servicer had knowledge of such Primary Insurance Policy. 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 88 Loan subserviced by it, that is in effect at the date of the initial issuance of the Certificates and is required to be kept in force hereunder unless the replacement Primary Insurance Policy for such canceled or non-renewed policy is maintained with an insurer whose claims-paying ability is acceptable to each Rating Agency for mortgage pass-through certificates having a rating equal to or better than the lower of the then-current rating or the rating assigned to the Certificates as of the Closing Date by such Rating Agency. (b) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present or to cause the related Subservicer to present, on behalf of the Master Servicer, the Subservicer, if any, the Trustee and Certificateholders, claims to the 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 (together with the principal balance of any mortgage loan secured by a lien that is senior to the 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 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). In the event that 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 89 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 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 Depositor. 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. 90 (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 both constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any of REMIC I, REMIC II or REMIC III to fail to qualify as REMICs under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup 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 (or junior lien of the same priority in relation to any senior mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage) 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, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and 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 by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, 91 and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that each of REMIC I, REMIC II or REMIC III would continue to qualify as a REMIC under the Code as a result thereof and that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any of REMIC I, REMIC II or REMIC III 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 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) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) 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 (iv) 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 or action, 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 or action in a manner that is consistent with the provisions of this Agreement. The Master Servicer, however, shall not be required to expend its own funds or incur other reimbursable charges in connection with any foreclosure, or attempted foreclosure which is not completed, or towards the correction of any default on a related senior mortgage loan, 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 and charges will be recoverable to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have 92 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 its funds so expended pursuant to Section 3.10. In addition, 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 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. 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 93 the disposition thereof or otherwise; and provided further that (i) the Master Servicer shall not proceed with respect to such Pledged Assets in any manner that would impair the ability to recover against the related Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner that preserves the ability to apply the proceeds of such Pledged Assets against amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such Pledged Assets (other than amounts to be released to the Mortgagor or the related guarantor in accordance with procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of the proceeds of such Pledged Assets) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any other payment received by the Master Servicer in respect of such Pledged Assets shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 3.10. (b) In the event that title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of Certificateholders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan, such REO Property shall (except as otherwise expressly provided herein) be considered to be an Outstanding Mortgage Loan held in the Trust Fund until such time as the REO Property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder so long as such REO Property shall be considered to be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been discharged, such Mortgage Note and the related amortization schedule in effect at the time of any such acquisition of title (after giving effect to any previous Curtailments and before any adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) remain in effect. (c) In the event that 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 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 each of REMIC I, REMIC II or REMIC III 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 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 of REMIC I, REMIC II or REMIC III 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 94 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 REMIC I, REMIC II or REMIC III 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 (other than Subsequent Recoveries) 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 in the related Due Period 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) (provided that if any such Class of Certificates to which such Realized Loss was allocated is no longer outstanding, such subsequent recovery shall be distributed to the persons who were the Holders of such Class of Certificates when it was retired); fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer shall have no claims for any deficiencies with respect to such fees which result from the foregoing allocation); and fifth, to Foreclosure Profits. (e) Notwithstanding the foregoing paragraphs of this Section 3.14, in the event that a Foreclosure Restricted Loan goes into foreclosure, if acquiring title to the related Mortgaged Property by foreclosure or by deed in lieu of foreclosure would cause the adjusted basis (for federal income tax purposes) of the Mortgaged Properties underlying the Foreclosure Restricted Loans that are currently owned by REMIC I after foreclosure (along with any other assets owned by REMIC I other than "qualified mortgages" and "permitted investments" within the meaning of Section 860G of the Code) to exceed 0.75% of the adjusted basis of the assets of REMIC I, the Master Servicer shall not be permitted to acquire title to such Mortgaged Property on behalf of REMIC I. Instead, the Master Servicer shall dispose of the Mortgage Loan for cash in the foreclosure sale. In addition, if the Master Servicer determines that following a distribution on any Distribution Date the adjusted bases of the Mortgaged Properties underlying the Foreclosure Restricted Loans in foreclosure (along with any other assets owned by REMIC I other than "qualified mortgages" and "permitted investments" within the meaning of Section 860G of the Code) exceed 1.0% of the adjusted bases of the assets of REMIC I immediately after the distribution, then prior to such Distribution Date, the Master Servicer shall dispose of enough of such Mortgaged Properties in foreclosure, for cash, so that the adjusted bases of such Mortgaged Properties in foreclosure (along with any other assets owned by REMIC I other than "qualified mortgages" and "permitted investments" within the meaning of Section 860G of the Code) will be less than 1.0% of the adjusted bases of the assets of REMIC I. In either event, the Master Servicer is permitted to acquire (for its own account and not on behalf of the Trust) the Mortgaged Property at the foreclosure sale for an amount not less than the greater of: (i) the highest amount bid by any other person at the foreclosure sale, or (ii) the estimated fair value of the Mortgaged Property, as determined by the Master Servicer in good faith. 95 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 shall 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 G requesting delivery to it of the Mortgage File. Upon receipt of such certification and request, the Trustee shall promptly 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, including any applicable UCC termination statements. 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 G hereto, requesting that possession of all, or any document constituting part of, the Mortgage File be released to the Master Servicer and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or any document therein to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Trustee, or the Custodian as agent for the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered directly or through a Subservicer to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered directly or through a Subservicer to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the Master Servicer upon deposit of the related Liquidation Proceeds in the Custodial Account. 96 (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. 97 Section 3.16. Servicing and Other Compensation; Eligible Master Servicing Compensation. (a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (b) Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges, investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below. (c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees and expenses of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14. (d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement. (e) Notwithstanding clauses (a) and (b) above, 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 Eligible Master Servicing Compensation (if any) for such Distribution Date, which amount shall be deposited by the Master Servicer into the Certificate Account to be included in the Available Distribution Amount 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); 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; and third, to any amounts of servicing compensation to which the Master Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer shall 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); (ii) shall 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) and (iii) shall not withdraw from the Custodial Account any such amount of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v) or (vi). With respect to any Distribution Date, Eligible Master Servicing Compensation derived from Loan Group I shall be used on such Distribution Date to cover any Prepayment Interest Shortfalls on the Group I Loans. With respect to any Distribution Date, Eligible Master Servicing Compensation derived from any of Loan Group II, shall be used on such Distribution Date to cover any Prepayment Interest Shortfalls on the Group II Loans. 98 Section 3.17. Reports to the Trustee and the Depositor. Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trustee and the Depositor 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 Depositor 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 Depositor'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 Depositor'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 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), 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 of its performance under the 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 in all material respects throughout such year, or, if there has been material noncompliance with such servicing standards or a default in the fulfillment in all material respects of any such obligation relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof and (iii) to the best of such officers' knowledge, each Subservicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations under its Subservicing Agreement in all material respects throughout such year, or if there has been material noncompliance with such servicing standards or a material default in the fulfillment of such obligations relating to this Agreement, specifying 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. 99 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 Depositor'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 Depositor'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 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), 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 Depositor 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. Right of the Depositor in Respect of the Master Servicer. -------------------------------------------------------- The Master Servicer shall afford the Depositor, 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 Depositor and the Trustee 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 Depositor or Residential Funding. The Depositor 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 Depositor or its designee. The Depositor shall not have the responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise. 100 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account. ------------------- (a) The Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or 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), Section 4.07 or Section 4.08, (iv) any amount required to be paid pursuant to Section 9.01 and (v) any prepayment charges on the Mortgage Loans received during the related Prepayment Period and (vi) all other amounts constituting the Available Distribution Amounts for the immediately succeeding Distribution Date. In addition, the Master Servicer shall deposit or cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on the Certificate Account Deposit Date for the first Distribution Date an amount equal to $0.05. (b) On or prior to the Business Day immediately following each Determination Date, the Master Servicer shall determine any amounts owed by the Yield Maintenance Agreement Provider under the Yield Maintenance Agreements and inform the Trustee of the amount so calculated. (c) 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 not later than the Business Day next preceding the Distribution Date next following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that maintains such account or a fund for which such institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and (ii) any other investment may mature 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. 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. 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. 101 Section 4.02. Distributions. (I) With respect to the Class A-I, Class M-I, Class B-I, Class SB and Class R-I Certificates: (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, based solely on information provided by the Master Servicer, shall distribute to each Class A-I, Class M-I, Class B-I, Class R-I and Class SB 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 with respect to each Class of Certificates, shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder of the following amounts, in the following order of priority, subject to the provisions of Section 4.02(I)(b) and (c)), in each case to the extent of the related Available Distribution Amount on deposit in the Certificate Account (or, with respect to clause (xix) below, to the extent of additional servicing compensation on deposit in the Certificate Account): (i) to the Class A-I-1 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class A-I-1 Interest Distribution Amount"); (ii) to the Class A-I-2 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class A-I-2 Interest Distribution Amount"); (iii) to the Class A-I-3 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class A-I-3 Interest Distribution Amount"); (iv) to the Class M-I-1 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-1 Interest Distribution Amount"); (v) to the Class M-I-2 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-2 Interest Distribution Amount"); 102 (vi) to the Class M-I-3 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-3 Interest Distribution Amount"); (vii) to the Class M-I-4 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-4 Interest Distribution Amount"); (viii) to the Class M-I-5 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class M-I-5 Interest Distribution Amount"); (ix) to the Class B-I-1 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any Accrued Certificate Interest remaining unpaid from any prior Distribution Date (the "Class B-I-1 Interest Distribution Amount"); (x) to the Class A-I Certificateholders and Class M-I Certificateholders and the Class B-I Certificateholders, the Group I Principal Distribution Amount (other than clauses (iv), (v) and (vi) of the definition thereof), in the order described in Section 4.02(b) hereof, until the aggregate of the Class A-I-1, Class A-I-2, Class A-I-3, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Principal Distribution Amounts have been paid in full; (xi) to the Class A-I Certificateholders, Class M-I Certificateholders and Class B-I Certificateholders, from the Available Distribution Amount remaining after the foregoing distributions (such amount, the "Excess Cash Flow"), an amount equal to the principal portion of Realized Losses previously allocated to reduce the Certificate Principal Balance of any Class of Class A-I Certificates, Class M-I Certificates and Class B-I Certificates and remaining unreimbursed, but only to the extent of Subsequent Recoveries for that Distribution Date, which amount shall be included in the Group I Principal Distribution Amount and paid in accordance with Section 4.02(b) hereof, until the aggregate of the Class A-I-1, Class A-I-2, Class A-I-3, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Principal Distribution Amounts have been paid in full; 103 (xii) to the Class A-I Certificateholders, Class M-I Certificateholders and Class B-I Certificateholders from the Available Distribution Amount remaining after the foregoing distributions, an amount equal to the principal portion of Realized Losses incurred on the Group I Loans during the immediately preceding Due Period, from the portion of Excess Cash Flow remaining after the distributions described in clause (xi) above, which amount shall be included in the Group I Principal Distribution Amount and paid in accordance with Section 4.02(b) hereof, until the aggregate of the Class A-I-1, Class A-I-2, Class A-I-3, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Principal Distribution Amounts have been paid in full; (xiii) to the Class A-I Certificateholders, Class M-I Certificateholders and Class B-I Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Overcollateralization Increase Amount for such Distribution Date, which amount shall be included in the Group I Principal Distribution Amount and paid in accordance with Section 4.02(b) hereof, until the aggregate of the Class A-I-1, Class A-I-2, Class A-I-3, Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Principal Distribution Amounts have been paid in full; (xiv) to the Class A-I Certificateholders, Class M-I Certificates and Class B-I Certificateholders, pro rata, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto for that Distribution Date, on a pro rata basis based on the Accrued Certificate Interest otherwise due thereon, to the extent not covered by Eligible Master Servicing Compensation on such Distribution Date; (xv) to the Class A-I Certificateholders, Class M-I Certificateholders and Class B-I Certificateholders, pro rata, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon; (xvi) to pay to the Class A-I Certificates, on a pro rata basis, based on the amount of any Net WAC Cap Shortfall Carry-Forward Amount, and then to the Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Certificates, in that order, the amount of any Net WAC Cap Shortfall Carry-Forward Amount on such Certificate; (xvii) to the Class A-I Certificateholders, the Class M-I Certificateholders and the Class B-I Certificateholders, on a pro rata basis, based on the amount of Relief Act Shortfalls allocated thereto, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the amount of any Relief Act Shortfalls allocated to those Certificates with respect to such Distribution Date; (xviii)to the Class A-I Certificates, pro rata, based on their respective portion their principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, and then to the Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I Certificates, in that order, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the principal portion of Realized Losses on the Group I Loans previously allocated thereto that remain unreimbursed; 104 (xix) to the Class B-I-1 Certificates, the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, as principal, until the Certificate Principal Balance thereof has been reduced to zero; (xx) to the Class SB Certificates, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, Accrued Certificate Interest thereon and the amount of any Class SB Distribution Amount for such Distribution Date; (xxi) to the Class SB Certificates, the amount of any payments or collections consisting of additional servicing compensation received on the Group I Loans (which amounts shall not be included in the related Available Distribution Amount); and (xxii) to the Class R-I Certificateholders, the balance, if any, of the related Available Distribution Amount. (b) On each Distribution Date, the Group I Principal Distribution Amount shall be paid as follows: (i) the Class A-I Principal Distribution Amount shall be distributed first, to the Class A-I-1 Certificates, second, to the Class A-I-2 Certificates and, third, to the Class A-I-3 Certificates; (ii) the Class M-I-1 Principal Distribution Amount shall be distributed to the Class M-I-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iii) the Class M-I-2 Principal Distribution Amount shall be distributed to the Class M-I-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iv) the Class M-I-3 Principal Distribution Amount shall be distributed to the Class M-I-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (v) the Class M-I-4 Principal Distribution Amount shall be distributed to the Class M-I-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (vi) the Class M-I-5 Principal Distribution Amount shall be distributed to the Class M-I-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and 105 (vii) the Class B-I-1 Principal Distribution Amount shall be distributed to the Class B-I-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (c) Notwithstanding the foregoing clauses (I)(a) and (b), upon the reduction of the Certificate Principal Balance of a Class of Class A-I Certificates, Class M-I Certificates or Class B-I Certificates to zero, such Class of Certificates will not be entitled to further distributions pursuant to Section 4.02, including, without limitation, the payment of current and unreimbursed Prepayment Interest Shortfalls pursuant to clauses (I)(a)(xiv) and (xv), the Group I Net Wac Cap Shortfall Carry-Forward Amount pursuant to clauses (I)(a)(xvi). Relief Act Shortfalls pursuant to Clausse I(a)(xvii) and the principal portion of Realized Losses on the Group I Loans previously allocated thereto that remain unreimbursed pursuant to clause I(a)(xviii). Any amount payable to the Class A-I, Class M-I and Class B-I Certificates pursuant to clause I(a)(xviii) shall not accrue interest. (d) Any Prepayment Interest Shortfalls on the Group I Loans which are not covered by Eligible Master Servicing Compensation as described in Section 3.16 and Relief Act Shortfalls on the Group I Loans will be allocated among the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates pro rata in accordance with the amount of Accrued Certificate Interest that would have accrued on those Certificates absent these shortfalls. Any such uncovered Prepayment Interest Shortfalls will be paid solely pursuant to Section 4.02(I)(a)(xiv) and (xv), to the extent funds are available therefor. Any such Relief Act Shortfalls will be paid solely pursuant to Section 4.02(I)(a)(xvii), to the extent funds are available therefor. (II) With respect to the Group A-II Certificates: (a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, based solely on information provided by the Master Servicer, shall distribute the amount required to be distributed to the Master Servicer or a Sub-Servicer pursuant to Section 4.02(II)(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 the Group A-II 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 with respect to each Class of Certificates, shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(II)(b) below), in each case to the extent of the related Available Distribution Amount for Loan Group II: (i) to the Class A-II Certificates and the Class A-II-IO-A Certificates, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, and then to the Class A-II-IO-B Certificates, Accrued Certificate Interest on such Classes of Certificates for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(II)(a) (the related "Group A-II Senior Interest Distribution Amount"); and 106 (ii) (X) [Reserved] (Y) to the related Group A-II Senior Certificates, in the priorities and amounts set forth in Section 4.02(II)(b)(ii) through (f), the sum of the following (applied to reduce the Certificate Principal Balances of such Group A-II Senior Certificates, as applicable): (A) the related Senior Percentage for such Distribution Date times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each related Outstanding Mortgage Loan, whether or not received on or prior to the related Determination Date less the principal portion of all Debt Service Reductions; (2) the Stated Principal Balance of any related Mortgage Loan repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b) of this Agreement) pursuant to Sections 2.02, 2.04 or 4.07 of this Agreement and Section 2.03 of this Agreement, and the amount of any shortfall deposited in the Custodial Account in respect of Loan Group II in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or Section 2.04 of this Agreement, during the preceding calendar month; 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 related Mortgage Loan described in Section 4.02(II)(a)(ii)(Y)(B) of this Agreement, including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) including Subsequent Recoveries, received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b) of this Agreement) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of this Agreement; (B) with respect to each related 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 Losses on the related Mortgage Loans, an amount equal to the lesser of (a) the related Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan and (b) the related Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14; 107 (C) the related Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all related Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month; (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(II)(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 Group A-II Subordinate Certificates; minus (F) the Capitalization Reimbursement Amount for such Distribution Date for the related Mortgage Loans, 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, without giving effect to any reductions for the related Capitalization Reimbursement Amount; (iii) if the Certificate Principal Balances of the Group A-II 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; (iv) to the Holders of the Class M-II-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-II-1 Certificates, an amount equal to the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, applied in reduction of the Certificate Principal Balance of the Class M-II-1 Certificates; (vi) to the Holders of the Class M-II-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-II-2 Certificates, an amount equal to the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date applied in reduction of the Certificate Principal Balance of the Class M-II-2 Certificates; 108 (viii) to the Holders of the Class M-II-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-II-3 Certificates, an amount equal to the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date applied in reduction of the Certificate Principal Balance of the Class M-II-3 Certificates; (x) to the Holders of the Class M-II-4 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 M-II-4 Certificates, an amount equal to the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date applied in reduction of the Certificate Principal Balance of the Class M-II-4 Certificates; (xii) to the Holders of the Class B-II-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; (xiii) to the Holders of the Class B-II-1 Certificates, an amount equal to the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date applied in reduction of the Certificate Principal Balance of the Class B-II-1 Certificates; (xiv) to the Holders of the Class B-II-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; (xv) to the Holders of the Class B-II-2 Certificates, an amount equal to the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date applied in reduction of the Certificate Principal Balance of the Class B-II-2 Certificates; (xvi) to the Holders of the Class B-II-3 Certificates, an amount equal to 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; (xvii) to the Holders of the Class B-II-3 Certificates, an amount equal to the related Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date; 109 (xviii)to the related Senior Certificates, in the priority set forth in Section 4.02(II)(b) of this Agreement, the portion, if any, of the related 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 Group A-II Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the related Available Distribution Amount remaining after the related Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Group A-II Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Group A-II Subordinate Certificates; and (xix) to the Class R-II and Clas R-III Certificates, pro rata, the balance, if any, of the related Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Group A-II Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the Group A-II Subordinate Certificates are no longer outstanding, the related Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that 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. Furthermore, notwithstanding the foregoing, on any Distribution Date, amounts that would be paid to the Class A-II-IO-A or Class A-II-IO-B Certificates, respectively, pursuant to Section 4.02(II)(a)(i) will be paid to the Class A-II or Class M-II Certificates, respectively, to the extent necessary to cover any Group II Net WAC Cap Shortfall Carry-Forward Amounts applicable to the Class A-II or Class M-II Certificates that were not reimbursed out of payments from the Yield Maintenance Agreement C or Yield Maintenance Agreement D, as applicable. (b) Distributions of principal on the Group A-II Senior Certificates on each Distribution Date will be made as follows: (A) the Senior Principal Distribution Amount related to Loan Group II will be distributed in the following order of priority: (1) first, to the Class R-II and Class R-III Certificates, concurrently on a pro rata basis, until the Certificate Principal Balances thereof have been reduced to zero; and (2) second, to the Class A-II Certificates, until the Certificate Principal Balance thereof has been reduced to zero; 110 (c) On any Distribution Date prior on which the aggregate Certificate Principal Balance of the Group II, Senior Certificates, is greater than the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II in each case after giving effect to distributions to be made on such Distribution Date, (1) 100% of the Principal Prepayments in Full and Curtailments allocable to the Class M-II Certificates and Class B-II Certificates will be distributed to the Group II Senior Certificates, as applicable, and in accordance with the priorities set forth in clause 4.02(II)(b) above, and in reduction of the Certificate Principal Balance thereof, until the aggregate Certificate Principal Balance of such Class or Classes of Certificates equals the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group II, and (2) an amount equal to one month's interest at the applicable Pass-Through Rate for such Class or Classes of Certificates on the amount of such difference will be distributed from the Available Distribution Amount for the other Loan Groups allocable to the Class M-II Certificates and Class B-II Certificates first to pay any unpaid interest on such Class or Classes of Certificates and then to pay principal on such Classes in the manner described in (1) above. (d) 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). The remainder of this paragraph does not apply to the Group I Loans. 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 Group A-II Subordinate Certificates with the Highest Priority to which Realized Losses, other than related Excess Losses, have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Group A-II Certificates with the next Lower Priority, up to the amount of such Realized Losses previously allocated to that Class of Group A-II Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase the Certificate Principal Balance of the Class of Group A-II Certificates with the next Lower Priority up to the amount of such Realized Losses previously allocated to that Class of Group A-II Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (e) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be 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" or "indirect participating 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 Depositor or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. (f) 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). 111 Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting. (a) The Master Servicer shall forward to the Trustee no later than 5:00 P.M. New York time on the second Business Day prior to each Distribution Date, and the Trustee shall on such Distribution Date make available electronically via the Trustee's internet website which is presently located at http://www.jpmorgan.com/sfr or for persons unable to use this website by mail by contacting the investor relations desk at (877) 722-1095, to each Holder and the Depositor, a statement setting forth the following information as to each Class of Certificates, in each case to the extent applicable: (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 with respect to the Group I Loans and Group II Loans pursuant to Section 4.04; (v) the number of Group I Loans and Group II Loans and the Stated Principal Balance after giving effect to the distribution of principal on such Distribution Date; (vi) the aggregate Certificate Principal Balance or Notional Amount, as applicable, of each Class of the Certificates, 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) on the basis of the most recent reports furnished to it by Subservicers, (a) the number and aggregate principal balances of Group I Loans and Group II Loans, that are Delinquent (A) one month, (B) two months and (C) three or more months and the number and aggregate principal balance of Group I Loans and Group II Loans, that are in foreclosure, (b) the number and aggregate principal balances of Group I Loans that are Reportable Modified Mortgage Loans that are Delinquent (1) one month, (2) two months and (3) three or more months and the number and aggregate 112 principal balance of Group I Loans that are 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 Group I Loans that are Reportable Modified Mortgage Loans, the number and aggregate Stated Principal Balance of Group I Loans that are Reportable Modified Mortgage Loans that have been liquidated, the subject of pay-offs and that have been repurchased by the Master Servicer or Seller; (viii) the number, aggregate principal balance and book value of any REO Properties; (ix) 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; (x) the aggregate amount of Realized Losses for such Distribution Date and the aggregate amount of Realized Losses on the Group I Loans and Group II Loans, incurred since the Cut-off Date; (xi) the Special Hazard 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 Pass-Through Rate on each Class of Certificates, the Group I Net WAC Cap Rate and the Group II Net WAC Cap Rate; (xiii) the number and aggregate principal balance of Group I Loans and Group II Loans repurchased under Section 4.07; (xiv) the aggregate amount of any recoveries on previously foreclosed loans from Residential Funding due to a breach of representation or warranty; (xv) the weighted average remaining term to maturity of the Group I Loans and Group II Loans, after giving effect to the amounts distributed on such Distribution Date; (xvi) the weighted average Mortgage Rates of the Group I Loans and Group II Loans after giving effect to the amounts distributed on such Distribution Date; (xvii) the weighted average of the Maximum Net Mortgage Rates on the Group I Loans and the Group II Loans; (xviii) the Group I Net WAC Cap Shortfall, Group II Net WAC Cap Shortfall, Group I Net WAC Cap Shortfall Carry-Forward Amount, Group II Net WAC Cap Shortfall Carry-Forward Amount and any Prepayment Interest Shortfalls; 113 (xix) the Overcollateralization Amount and the Required Overcollateralization Amount following such Distribution Date; and (xx) the amount, if any, to be paid by a Derivative Counterparty under a Derivative Contract. 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. In addition to the statement provided to the Trustee as set forth in this Section 4.03(a), 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 S 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 the Trustee 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 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 and Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer and Trustee pursuant to any requirements of the Code. (c) As soon as reasonably practicable, upon the written request of any Certificateholder, the Master Servicer 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. (d) The Master Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act, and the rules and regulations of the Commission thereunder. In connection with 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 this Agreement. Neither the Master Servicer nor the Trustee shall have any liability with respect to the Master Servicer's failure to properly prepare or file such periodic reports resulting from or relating to the Master Servicer's inability or failure to obtain any information not resulting from the Master Servicer's own negligence or willful misconduct. Any Form 10-K filed with the Commission in connection 114 with this clause (d) 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 R-1 hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rule 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. In connection with the Form 10-K. Certification, the Trustee shall provide the Master Servicer with a back-up certification substantially in the form attached hereto as Exhibit R-2. This Section 4.03(d) 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 Depositor; Advances by the Master Servicer. (a) Prior to the close of business on the Business Day next succeeding each Determination Date, the Master Servicer shall furnish a written statement (which may be in a mutually agreeable electronic format) to the Trustee, any Paying Agent and the Depositor (the information in such statement to be made available to Certificateholders by the Master Servicer on request) (provided that the Master Servicer will use its best efforts to deliver such written statement not later than 12:00 p.m. New York time on the second Business Day prior to the Distribution Date) setting forth (i) the Available Distribution Amounts, (ii) the amounts required to be withdrawn from the Custodial Account and deposited into the Certificate Account and Certificate Insurance Account on the immediately succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii) the amount of Prepayment Interest Shortfalls, Group I Net WAC Cap Shortfalls, Group I Net WAC Cap Shortfall Carry-Forward Amounts, Group II Net WAC Cap Shortfalls, Group II Net WAC Cap Shortfall Carry-Forward Amounts (iv) the amounts required to be withdrawn from and deposited into the Reserve Fund pursuant to Section 4.09, (v) the amount payable by the Derivative Counterparties to the Trustee under the Derivative Contracts as provided in Section 4.10 and (vi) to the extent required, a report detailing the Stated Principal Balance, Mortgage Rate, Modified Mortgage Rate, remaining term to maturity and Monthly Payment for any Modified Mortgage Loan pursuant to Section 3.13. 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) remit to the Trustee for 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 sum of (A) the aggregate amount of Monthly Payments other than Balloon Payments (with each interest portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt Service Reductions or reductions in the amount of interest collectable from the Mortgagor pursuant to the Relief Act or similar legislation or regulations then in effect, on the Outstanding Mortgage Loans as of the related Due Date in the related Due Period, which Monthly Payments were due during the related Due Period and 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 and (B) with respect to each Balloon Loan delinquent in respect of its Balloon Payment as of the close of business on the related Determination Date, an amount equal to the excess, if any, of interest on the unpaid principal balance thereof (with each interest portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate), over any payments 115 of interest (with each interest portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate) received from the related Mortgagor as of the close of business on the related Determination Date and allocable to the Due Date during the related Due Period for each month until such Balloon Loan is finally liquidated, (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 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 a certificate of a Servicing Officer delivered to the Depositor and the Trustee. In the event that 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. In connection with the preceding sentence, the Trustee shall deposit all funds it receives pursuant to this Section 4.04 into the Certificate Account. Section 4.05. Allocation of Realized Losses. ----------------------------- (a) Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that resulted from any Cash Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in the interest portion of the Monthly Payment due during the related Due Period. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. 116 All Realized Losses, other than Excess Losses, on the Group I Loans shall be allocated as follows: first, to Excess Cash Flow as provided in Section 4.02(II)(a)(x), to the extent of the Excess Cash Flow for such Distribution Date; second, in reduction of the Overcollateralization Amount, until the earlier of: (1) such amount has been reduced to zero or (2) the aggregate Certificate Principal Balance of the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates equals the aggregate Stated Principal Balance of the Group I Loans; third, to the Class B-I-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-I-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-I-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-I-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the M-I-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-I-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and ninth, to the Class A-I Certificates, with such amount allocated among each Class of Class A-I Certificates on a pro rata basis, based on the outstanding Certificate Principal Balance of each such Class prior to giving effect to distributions to be made on such Distribution Date, until the Certificate Principal Balance of each such Class has been reduced to zero. All Realized Losses, other than Excess Losses, on the Group II Loans, shall be allocated as follows: first, to the Class B-II-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-II-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-II-1, Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-II-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth to the Class M-II-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-II-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-II-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, to the Group A-II Senior Certificates, on a pro rata basis, as described in paragraph (d) below. (b) [Reserved] (c) [Reserved] (d) As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation 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 Eligible Master Servicing Compensation 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. Any allocation of the principal portion of Realized Losses to the Group A-II Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by 117 operation of the provisions of Section 4.02(II)(a). Allocations of the interest portions of Realized Losses to the Group A-II Subordinate Certificates then outstanding with the Lowest Priority 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(II)(a). With respect to the Group A-II Certificates, allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(II)(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. 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 interest received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the informational returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P of the Code, respectively, 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 such 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; provided, that any such Mortgage Loan that becomes 90 days or more delinquent during any given Calendar Quarter shall only be eligible for purchase pursuant to this Section during the period beginning on the first Business Day of the following Calendar Quarter, and ending at the close of business on the second-to-last Business Day of such following Calendar Quarter. Such option if not exercised shall not thereafter be reinstated as to any Mortgage Loan related unless the delinquency is cured and the Mortgage Loan thereafter again becomes delinquent in payment by 90 days or more in a subsequent Calendar Quarter. 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. 118 Section 4.08. Limited Mortgage Loan Repurchase Right. -------------------------------------- The Limited Repurchase Right Holder will have the irrevocable option at any time to purchase any of the Group I Loans or Group II Loans from the Trustee at the Purchase Price, up to a maximum of five Group I Loans or five Group II Loans. In the event that this option is exercised as to any five Group I Loans or Group II Loans, respectively, in the aggregate, this option will thereupon terminate. If at any time the Limited Repurchase Right Holder makes a payment to the Certificate Account covering the amount of the Purchase Price for such a Group I Loan or Group II Loan, as applicable, and the Limited Repurchase Right Holder 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 Group I Loan or Group II Loan, as applicable, at the request of the Limited Repurchase Right Holder without recourse, representation or warranty to the Limited Repurchase Right Holder which shall succeed to all the Trustee's right, title and interest in and to such Group I Loan or Group II Loan, as applicable, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Limited Repurchase Right Holder 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. Any tax on "prohibited transactions" (as defined in Section 860F(a)(2) of the Code) imposed on any REMIC relating to the exercise of the option provided in this Section 4.08 shall in no event be payable by the Trustee. Section 4.09. Distribution of Net WAC Cap Shortfall Carry-Forward Amounts; Yield Maintenance Deposit Account. On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit of the Class A-I Certificates, Class M-I Certificates, Class B-I Certificates, Class A-II Certificates and Class M-II Certificates the Yield Maintenance Deposit Account and (ii) for the benefit of the Class A-I Certificates, Class M-I Certificates, Class B-I Certificates, Class A-II Certificates and Class M-II Certificates, purchase the Yield Maintenance Agreements for the Yield Maintenance Agreement Purchase Price, to the extent the Yield Maintenance Agreement Purchase Price has been received by the Trustee from the Depositor. The Trustee shall deposit into the Yield Maintenance Deposit Account all amounts received by it from the Yield Maintenance Agreement Providers. All amounts received from the Yield Maintenance Agreement Providers shall be treated as a Yield Maintenance Agreement Payment. On each Distribution Date, the Trustee shall make withdrawals from the Yield Maintenance Deposit Account and use the amounts in the Yield Maintenance Deposit Account to make the following distributions: 1. with respect to amounts applicable to Yield Maintenance Agreement A: (i) first, to the Class A-I Certificates, pro rata, to pay any Group I Net WAC Cap Shortfall Carry-Forward Amounts; (ii) second, to the Class SB Certificates. 119 2. with respect to amounts applicable to Yield Maintenance Agreement B: (i) first, to the Class M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5 and Class B-I-1 Certificates, pro rata, to pay any Net WAC Cap Shortfall Carry-Forward Amounts; (ii) second, to the Class SB Certificates. 3. with respect to amounts applicable to Yield Maintenance Agreement C: (i) first, to the Class A-II Certificates, to pay any Net WAC Cap Shortfall Carry-Forward Amounts; (ii) second, to the Class SB Certificates. 4. with respect to amount applicable to Yield Maintenance Agreement D: (i) first, to the Class M-II-1, Class M-II-2, Class M-II-3, and Class M-II-4, pro rata, to pay any Net WAC Cap Shortfall Carry-Forward Amounts: (ii) second, to the Class SB Certificates. On each Distribution Date, to the extent required and subject to Section 4.09(a), the Trustee shall make withdrawals from the Yield Maintenance Deposit Account and use the amounts in the Yield Maintenance Deposit Account to make distributions to the Class A Certificates and Class M Certificates, as applicable, and any remainder shall be distributed to the holder of the Yield Maintenance Deposit Account Residual Right. The Yield Maintenance Deposit Account shall be an Eligible Account. Amounts held in the Yield Maintenance Deposit Account from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Yield Maintenance Deposit Account pursuant to this Section 4.09. The Yield Maintenance Deposit Account constitutes an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The Class SB Certificateholders shall be the owners of the Yield Maintenance Deposit Account, and for all federal tax purposes, amounts transferred by the REMICs to the Yield Maintenance Deposit Account attributable to Yield Maintenance Agreement A or Yield Maintenance Agreement B shall be treated as amounts distributed by the REMICs pursuant to to the Class SB Certificateholders as designated in Section 4.02(a). The Trustee shall keep records that accurately reflect the funds on deposit in the Yield Maintenance Deposit Account. The Trustee shall, at the direction of the Master Servicer, invest amounts on deposit in the Yield Maintenance Deposit Account in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Yield Maintenance Deposit Account shall remain uninvested. On each Distribution Date, the Trustee shall distribute any interest on the Yield Maintenance Deposit Account to the holder of the Yield Maintenance Deposit Account Residual Right. 120 The holder of the Yield Maintenance Deposit Account Residual Right with respect to the Yield Maintenance Deposit Account shall initially be Residential Funding as holder of the Class SB Certificates, and such Yield Maintenance Deposit Account Residual Right shall at all times be owned by and allocated to Class SB Certificateholders on a pro rata basis. So long as Residential Funding is the holder of the Class SB Certificates, any amounts payable pursuant to this Section 4.09 shall be payable to Residential Funding. In the event of a transfer of the ownership in any of the Class SB Certificates by Residential Funding, the Yield Maintenance Deposit Account Residual Right will be transferred along with such Class SB Certificates. If any Yield Maintenance Agreement is terminated prior to its scheduled termination date, the Trustee, at the direction of Residential Funding, shall apply any payments received by the Trustee in connection with such termination in excess of payments under such Yield Maintenance Agreement to enter into a new contract with a provider identified to it by Residential Funding and with coverage substantially similar to the remaining terms of such Yield Maintenance Agreement as determined by Residential Funding in a written notice to the Trustee. Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreements and to enforce the terms and provisions thereof against the appropriate Yield Maintenance Agreement Provider at the written direction of the Holders of (i) Class A-I Certificates, Class M-I Certificates and Class B-I Certificates or (ii) Class A-II Certificates and Class M-II Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. For all federal income tax purposes, any amounts paid to the Class A-II or Class M-II Certificates pursuant to the last paragraph of Section 4.02(II)(a) shall be treated as distributed first, to the holders of the Class A-II-IO-A or Class A-II-IO-B Certificates, as applicable, and then paid by the applicable holders of the Class A-II-IO-A or Class A-II-IO-B Certificates to the Class A-II or Class M-II Certificates, as the case may be, pursuant to an interest rate cap contract, treated as a limited recourse notional principal contract, written by the Class A-II-IO-A and Class A-II-IO-B Certificateholders in favor of the Class A-II or Class M-II Certificates, as applicable. Furthermore, amounts deemed first distributed to the Class A-II-IO-A or Class A-II-IO-B Certificates, as described above, shall constitute an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h), and shall not constitute an asset of any REMIC, but rather, shall be ownde for all federal income tax purposes by the holders of the Class A-II-IO-A or Class A-II-IO-B Certificates. Section 4.10. Derivative Contracts. -------------------- (a) The Trustee shall, at the direction of the Master Servicer, on behalf of the Trust Fund I or Trust Fund II, enter into Derivative Contracts, solely for the benefit of the Class SB Certificates. Any such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of Section 4.10(b) and (c). Any acquisition of a Derivative Contract shall be accompanied by an appropriate amendment to this Agreement, including an Opinion of Counsel, as provided in Section 11.01, and either (i) an Opinion of Counsel to the effect that the existence of the Derivative Contract meets the requirements of this Section 4.10 and will not adversely affect the availability of the exemptive relief afforded under ERISA by U.S. Department of Labor Prohibited Transaction Exemption 94-29, as most recently amended, 67 Fed. 121 Reg. 54487 (August 22, 2002), or Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), to the Holders of the Class A-I Certificates, Class M-I Certificates, Class B-II Certificate, Class A-II or Class M-II Certificates, respectively, as of the date the Derivative Contract is entered into by the Trustee or (ii) the consent of each Holder of a Class A-I Certificate, Class M-I Certificate, Class B-II Certificate, Class A-II, or a Class M-II Certificate to the acquisition of such Derivative Contract. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be distributed to the Class SB Certificates on the Distribution Date following receipt thereof by the Trustee, in accordance with the Master Servicer's direction. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Fund I or Trust Fund II, as applicable, shall be deemed to be divided into two separate and discrete sub-Trusts. The assets of one such sub-Trust shall consist of all the assets of Trust Fund I or Trust Fund II, as applicable, other than such instrument and the assets of the other sub-Trust shall consist solely of such instrument. (b) Any Derivative Contract that provides for any payment obligation on the part of Trust Fund I or Trust Fund II must (i) be without recourse to the assets of either Trust Fund I or Trust Fund II, as applicable, (ii) contain a non-petition covenant provision from the Derivative Counterparty, (iii) limit payment dates thereunder to Distribution Dates and (iv) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefor in the Certificate Account available to make payments to the Holders of the Class SB Certificates on such Distribution Date. (c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Certificate Account at least one Business Day prior to the related Distribution Date, (ii) contain an assignment of all of Trust Fund I's or Trust Fund II's rights (but none of its obligations) under such Derivative Contract to the Trustee on behalf of the Class SB Certificateholders and shall include an express consent to the Derivative Counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the Derivative Counterparty from "setting-off or "netting" other obligations of Trust Fund I or Trust Fund II and its Affiliates against such Derivative Counterparty's payment obligations thereunder. 122 ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. ---------------- (a) The Class A-I, Class M-I, Class B-I, Class A-II, Class M-II, Class B-II, and Class R Certificates shall be substantially in the forms set forth in Exhibits A, B, C, D, E, F and G, 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 Depositor upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Class A-I, Class A-II, other than the Interest Only Certificates, Class M-I-1 and Class M-II-1 Certificates shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof. The Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class M-II-2, Class M-II-3 and Class M-II-4 Certificates shall be issuable in minimum dollar denominations of $250,000 and integral multiples of $1 in excess thereof. The Interest Only Certificates shall be issuable in minimum dollar denominations of $2,000,000 and integral multiples of $1 in excess thereof. The Class B-I and Class B-II Certificates shall be issuable in minimum denominations of $100,000 and integral multiples of $1 in excess thereof, except that one of each of the Class B-I and Class B-II Certificates will be issued evidencing the sum of an authorized denomination thereof plus the remainder of the aggregate initial Certificate Principal Balance of such class. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R Certificate of each Class will be issuable to the REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum denomination representing a Percentage Interest of not less than 0.01%.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) The Certificates, other than the Class R and Class SB Certificates, shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided below, registration of such 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 Certificate Owners shall hold their respective Ownership Interests in and to each applicable Certificate, 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. 123 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 Depositor may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor or (ii) the Depositor 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 Depositor, 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 Depositor 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) Each of the Certificates is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable. 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 8.11 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. 124 (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 8.11 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 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 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 SB, Class B or Class R 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 (the "1933 Act"), and any applicable state securities laws or is made in accordance with said Act and laws. Except as otherwise provided in this Section 5.02(d), in the event that a transfer of a Class SB, Class B or Class R Certificate is to be made, (i) unless the Depositor directs the Trustee otherwise, the Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor 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 Trust Fund, the Depositor or the Master Servicer, and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit I hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit J hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. In lieu of the requirements set forth in the preceding sentence, transfers of Class SB, Class B or Class R Certificates may be made in accordance with this Section 5.02(d) if the prospective transferee of such a Certificate provides the Trustee and the Master Servicer with an investment letter substantially in the form of Exhibit N attached hereto, which investment letter shall not be an expense of the Trustee, the Depositor, or the Master Servicer, and which investment letter states that, among other things, such transferee (i) 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 (ii) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB, Class B or Class R Certificate desiring to effect any transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Depositor, 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 and this Agreement. 125 (e) (i) In the case of any Class M, Class B, Class SB or Class R Certificate presented for registration in the name of any Person, either (i) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the purchase or holding of such Class M, Class B, Class SB or Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor 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 Trust Fund, the Depositor or the Master Servicer or (ii) the prospective transferee shall be required to provide the Trustee, the Depositor and the Master Servicer with a certification to the effect set forth in Exhibit P (with respect to a Class M Certificate) in paragraph six of Exhibit I or paragraph three of Exhibit N (with respect to a Class B Certificate or a Class SB Certificate) or in paragraph fifteen of Exhibit H-1 (with respect to a 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 (each, a "Plan"), or any Person (including an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using "plan assets" of any Plan, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101, to effect such acquisition (each, a "Plan Investor") or (b) in the case of a Class M or Class B Certificate, the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or any 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 A or 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 or a Plan Investor, (b) in the case of the Class A Certificate, 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 most recently amended by 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 "AA-" (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 A or 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 or a Plan Investor, (ii) in the case of a Class A Certificate, 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 A Certificate. The Trustee shall be under no liability to any Person for making any payments due on such Certificate to such preceding Transferee. 126 (B) Any purported Certificate Owner whose acquisition or holding of any Class A or Class M Certificate (or any interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall indemnify and hold harmless the Depositor, 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. (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 instrument of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit H-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 H-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. 127 (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 H-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 H-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. (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 128 of the commissions (which may include commissions payable to the Master Servicer or its Affiliates), expenses and taxes due, if any, will be remitted by the Master Servicer to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Master Servicer, and the Master Servicer shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of such discretion. (iv) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the Trustee, all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified Organization. Reasonable compensation for providing such information may be required by the Master Servicer from such Person. (v) The provisions of this Section 5.02(f) set forth prior to this clause (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee the following: (A) Written notification from each Rating Agency to the effect that the modification, addition to or elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings, if any, of the Class A 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) a 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 of REMIC I, REMIC II or REMIC III to cease to qualify as a REMIC and will not cause (x) any of REMIC I, REMIC II or REMIC III 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. 129 (g) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar. Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. ------------------------------------------------- If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 5.04. Persons Deemed Owners. --------------------- Prior to due presentation of a Certificate for registration of transfer, the Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee 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 Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any agent of the Depositor, the Master Servicer, the Trustee 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 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 Certificateholders in the amounts and in the manner provided for in Section 4.02 and 4.03, such sum to be held in trust for the benefit of 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 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. 130 ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER Section 6.01. Respective Liabilities of the Depositor and the Master Servicer. The Depositor 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 Depositor and the Master Servicer herein. By way of illustration and not limitation, the Depositor is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or 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 Depositor or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer. (a) The Depositor 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 Depositor or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor 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 Class A Certificates and Class M 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 Depositor, is willing to service the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement, in form and substance reasonably satisfactory to the Depositor and the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Agreement; provided further that each Rating Agency's rating of the Classes of Certificates that have been rated in effect immediately prior to such assignment and delegation will not be qualified, reduced or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency). In the case of any such assignment and delegation, the Master Servicer shall be released from its obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence. 131 Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others. Neither the Depositor, the Master Servicer nor any of the directors, officers, employees or agents of the Depositor 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 Depositor, 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 Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor 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 Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor 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 Depositor 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 Depositor 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 Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall. Section 6.04. Depositor and Master Servicer Not to Resign. ------------------------------------------- Subject to the provisions of Section 6.02, neither the Depositor 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 Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) 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. 132 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 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 Depositor or to the Master Servicer, the Depositor 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 Depositor, or to the Master Servicer, the Depositor and the Trustee by the Holders of Certificates of any Class evidencing, as to 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 133 (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 Depositor or the Trustee shall at the direction of Holders of Certificates entitled to at least 51% of the Voting Rights, by notice in writing to the Master Servicer (and to the Depositor if given by the Trustee or to the Trustee if given by the Depositor), 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 Depositor, 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 Depositor shall deliver to the Trustee as successor Master Servicer a copy of the Program Guide. Section 7.02. Trustee or Depositor 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 Depositor and with the Depositor' 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 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(c) 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 successor Master 134 Servicer, As compensation therefor, the Trustee as successor Master Servicer 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 Depositor, 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 0.50% 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 0.50% per annum in order to hire a Subservicer with respect to such Mortgage Loans. (b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an 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 135 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 as provided in Section 7.04 hereof. Section 7.04. Waiver of Events of Default. --------------------------- The Holders representing at least 66% of the Voting Rights of Certificates affected by a default or Event of Default hereunder may waive any 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), (ii) or (iii). Upon any such waiver of a default or Event of Default by the Holders representing the requisite percentage of Voting Rights of Certificates 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. 136 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 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 in a timely fashion. The Trustee shall forward, cause to be forwarded or make available electronically on its website in a timely fashion the notices, reports and statements required to be forwarded by the Trustee pursuant to Sections 4.03, 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 each of REMIC I, REMIC II and REMIC III 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 (except as provided in Sections 2.04 and 4.08 herein), 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 Depositor or the Master Servicer and which on their face, do not contradict the requirements of this Agreement; 137 (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 the Certificateholders holding Certificates which evidence, Percentage Interests aggregating not less than 25% of the affected classes 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 Depositor 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; (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; 138 (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 or the Yield Maintenance Agreements, 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), 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 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 the 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 provided that the Trustee shall remain liable for any acts of such agents or attorneys; (vii) To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and deliver to the Master Servicer in a timely manner any Tax Returns prepared by or on behalf of the Master Servicer that the Trustee is required to sign as determined by the Master Servicer pursuant to applicable federal, state or local tax laws, provided that the Master Servicer shall indemnify the Trustee for signing any such Tax Returns that contain errors or omissions; 139 (viii) Subject to compliance with all applicable federal, state and local laws, in order to comply with its duties under the U.S. Patriot Act, the Trustee shall obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such party's name, address, and other identifying information. (b) Following the issuance of the Certificates (and except as provided for in Section 2.04), the Trustee shall not accept any contribution of assets to the Trust Fund unless it shall have obtained or been furnished with an Opinion of Counsel to the effect that such contribution will not (i) cause any of REMIC I, REMIC II or REMIC III 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 Depositor 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 Depositor 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 Depositor 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 Depositor 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. 140 (b) The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance and administration of the Trust Fund, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against any claim in connection with the exercise or performance of any of its powers or duties under this Agreement, or the Yield Maintenance Agreements, and Master Servicer further agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense arising out of, or in connection with, the provisions set forth in the second paragraph of Section 2.01(a) hereof, including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating or defending itself against any claim, action or proceeding, pending or threatened, relating to the provisions of such paragraph, provided that: (i) with respect to any such claim, the Trustee shall have given the Master Servicer written notice thereof promptly after the Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for settlement of any claim by the Trustee entered into without the prior consent of the Master Servicer which consent shall not be unreasonably withheld. No termination of this Agreement shall affect the obligations created by this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided by the Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability or expense of the Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with any actions taken by the Trustee at the direction of Certificateholders pursuant to the terms of this Agreement. Section 8.06. Eligibility Requirements for Trustee. ------------------------------------ The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its principal office in a state and city acceptable to the Depositor 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. 141 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 Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation then 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 Depositor, 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 Depositor 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 Depositor determines that the Trustee has failed (i) to distribute or cause to be distributed to 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 Depositor) 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 Depositor, then the Depositor 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 Depositor 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 Depositor, 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. 142 Section 8.08. Successor Trustee. ----------------- (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor 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 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 Depositor, 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 Depositor 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 Depositor 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 Depositor. 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. 143 (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 Depositor, appoint one or more Custodians who are not Affiliates of the Depositor or the Master Servicer 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. The Trustee will maintain an office or agency in the City of New York where Certificates may be surrendered for registration of transfer or exchange. The Trustee initially designates its offices located at 4 New York Plaza, 6th Floor, New York, New York 10004 for the purpose of keeping the Certificate Register. The Trustee will maintain an office at the address stated in Section 11.05(c) hereof where notices and demands to or upon the Trustee in respect of this Agreement may be served. 144 ARTICLE IX TERMINATION Section 9.01. 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 Depositor, 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 Depositor 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 Group I Loans and all property acquired in respect of any Group I Loan remaining in Trust Fund I or the purchase by the Master Servicer of all Group II Loans remaining in Trust Fund II, in each case, at a price equal to 100% of the unpaid principal balance of each related 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; provided further, that, if the amount due under any Certificate shall not have been reduced to zero prior to the Maturity Date, the Master Servicer shall be required to terminate this Agreement in accordance with this clause (ii); 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 of REMIC I, REMIC II or REMIC III as a REMIC. The purchase price paid by the Master Servicer shall also include any amounts owed by Residential Funding pursuant to the 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 Section 4(bb) that remain unpaid on the date of such purchase. The right of the Master Servicer or the Company to purchase all the assets of Trust Fund I pursuant to clause (ii) above is conditioned upon the date of such purchase occurring on or after the Group I Optional Termination Date. The right of the Master Servicer or the Company to purchase all the assets of Trust Fund II pursuant to clause (ii) above is conditioned upon the date of such purchase occurring on or after the Group II Optional Termination Date. If 145 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 being purchased. 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 being purchased. 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 or after the Group I Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates in whole, but not in part, at a price equal to aggregate outstanding Certificate Principal Balance of the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates, plus one month's Accrued Certificate Interest on the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall previously allocated thereto. On any Distribution Date on or after the Group II Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Group A-II Certificates in whole, but not in part, at a price equal to aggregate outstanding Certificate Principal Balance of the Group A-II Certificates, plus one month's Accrued Certificate Interest on the Group A-II Certificates, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall previously allocated thereto. If the Master Servicer exercises this right to purchase the outstanding Class A-I Certificates, Class M-I Certificates and Class B-I Certificates or Group A-II Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these 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). 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 for payment of the final distribution and cancellation, shall be given promptly by the Master Servicer (if it is exercising its right to purchase the assets of the Trust Fund), or by the Trustee (in any other case) by letter to 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, (ii) the amount of any such final payment, if known, and 146 (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Master Servicer, 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 above provided. The Master Servicer shall provide to the Trustee written notification of any change to the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (c) Upon presentation and surrender of the Certificates by the Certificateholders, 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, or (ii) if the Master Servicer elected to so repurchase, an amount equal to the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest and any unpaid Prepayment Interest Shortfall previously allocated thereto. (d) In the event that any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, 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 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 and the Certificateholders shall look only to the Master Servicer for such payment. Section 9.02. Additional Termination Requirements. ----------------------------------- (a) Each of REMIC I, REMIC II and REMIC III, as the case may be, shall be terminated in accordance with the following additional requirements, unless 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 any of REMIC I, REMIC II and REMIC III, as the case may be, to comply with the requirements of this Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding: 147 (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I, REMIC II and REMIC III, 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 each of REMIC I, REMIC II and REMIC III, under Section 860F of the Code and the regulations thereunder; (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer 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; provided, however, that in the event that a calendar quarter ends after the commencement of the 90-day liquidation period but prior to the Final Distribution Date, the Master Servicer shall not purchase any of the assets of the Trust Fund prior to the close of that calendar quarter. (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 of REMIC I, REMIC II and REMIC III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement. 148 ARTICLE X REMIC PROVISIONS Section 10.01. REMIC Administration. -------------------- (a) The REMIC Administrator shall make an election to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. 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. The REMIC I Regular Interests shall be designated as the "regular interests" and the Class R-I Certificates shall be designated as the sole class of "residual interests" in REMIC I. The REMIC II Regular Interests shall be designated as the "regular interests" in REMIC II and the Class R-II Certificates shall be designated as the sole class of "residual interests" in REMIC II. The Class A-I, Class A-II, Class M-I, Class-II, Class B-I, Class B-II and Class SB Certificates and the Uncertificated REMIC III Regular Interests shall be designated as the "regular interests" in REMIC III and the Class R-III Certificates shall be designated the sole class of "residual interests" in REMIC III. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in REMIC III other than the Regular Certificates and the Uncertificated REMIC III Regular Interests. (b) The Closing Date is hereby designated as the "startup day" of each of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code. (c) The REMIC Administrator shall hold a Class R Certificate in each REMIC representing a 0.01% Percentage Interest of the Class R Certificates in each REMIC and shall be designated as the "tax matters person" with respect to each of REMIC I, REMIC II and REMIC III 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 of REMIC I, REMIC II and REMIC III 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 the 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 149 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. (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, if any, 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 created hereunder. (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 thereof 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). In performing their duties as more specifically set forth herein, 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 and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any of REMIC I, REMIC II or REMIC III as a REMIC or (ii) result in the imposition of a tax upon any of REMIC I, REMIC II or REMIC III (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code (except as provided in Sections 2.04 and 4.08) 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 the Trust Fund created hereunder, endanger such status or, unless the Master Servicer or 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 the Trust Fund or its assets, or causing the Trust Fund 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 the Trust Fund and the Trustee shall not take any such action or cause the Trust Fund 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 150 written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the Master Servicer or the REMIC Administrator. At all times as may be required by the Code, the Master Servicer or the REMIC Administrator, as applicable, 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 the REMIC 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 REMIC as defined in Section 860G(c) of the Code, on any contributions to any REMIC after the startup day therefor pursuant to Section 860G(d) of the Code, or any other tax 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 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 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 any REMIC will not cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject any such REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. 151 (j) Neither the Master Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II or REMIC III will receive a fee or other compensation for services nor permit any of REMIC I, REMIC II or REMIC III to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" by which the principal balance of each regular interest in each REMIC would be reduced to zero is May 25, 2044 with respect to the Class A-I Certificates, Class M-I Certificates and Class B-I Certificates, and June 25, 2044 with respect to the Group A-II Certificates. (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 the Trust Fund. (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 the Trust Fund, (iii) the termination of any REMIC pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or acquire any assets for any REMIC or sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, or accept any contributions to any 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 any of REMIC I, REMIC II or REMIC III as a REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause any REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. The Trustee shall treat the Yield Maintenance Deposit Account as an outside reserve fund within the meaning of Treasury Regulation Section 1.860G-2(h). The Yield Maintenance Deposit Account shall be owned by the Class SB Certificateholders, and is not an asset of the REMICs. Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification. ---------------------------------------------------------------- (a) The Trustee agrees to indemnify the Trust Fund, the Depositor, 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 Depositor or the Master Servicer, as a result of a breach of the Trustee's covenants set forth in Article VIII or this Article X. In the event that Residential Funding is no longer the Master Servicer, the Trustee shall indemnify Residential Funding for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by Residential Funding as a result of a breach of the Trustee's covenants set forth in Article VIII or this Article X. 152 (b) The REMIC Administrator agrees to indemnify the Trust Fund, the Depositor, 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 Depositor, 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. (c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, 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 Depositor 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. Distributions on the REMIC I Regular Interests and the REMIC II Regular Interests. (I) Distributions on the REMIC I Regular Interests. (a) On each Distribution Date, the following amounts, in the following order of priority, shall be deemed distributed by REMIC I to REMIC III on account of the REMIC I Regular Interests: (i) to the extent of the Available Distribution Amount, to the Holders of the REMIC I Regular Interests, pro rata, in an amount equal to (A) the related Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC I Regular Interest ZZ on a Distribution Date shall be reduced when the REMIC I Overcollateralization Amount is less than the REMIC I Required Overcollateralization Amount for such Distribution Date, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount, and such amount will be payable to the Holders of REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC Regular Interest A-I-3, REMIC I Regular Interest M-I-1, REMIC I Regular Interest M-I-2, REMIC I Regular Interest M-I-3, REMIC I Regular Interest M-I-4, REMIC I Regular Interest M-I-5 and REMIC Regular Interest B-I-1 in the same proportion as the Overcollateralization Increase Amount is distributed to the Corresponding Class for each such REMIC I Regular Interest, respectively, on such Distribution Date and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; and (ii) on each Distribution Date, to the Holders of REMIC I Regular Interests in an amount equal to the remainder of the Available Distribution Amount after the distributions made pursuant to clause (i) above, allocated as follows (except as provided below): (A) to the Holders of the REMIC I Regular Interest AA, 98.00% of such remainder until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; (B) to the Holders of the 153 REMIC I Regular Interests A-I-1, A-I-2, A-I-3, M-I-1, M-I-2, M-I-3, M-I-4, M-I-5, B-I-1 1.00% of such remainder, in the same proportion as principal payments are allocated to the Corresponding Class for each such REMIC I Regular Interest, respectively, until the Uncertificated Principal Balance of each such REMIC I Regular Interest is reduced to zero; (C) to the Holders of the REMIC I Regular Interest ZZ, 1.00% of such remainder until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero; and (D) any remaining amounts to the Holders of the Class R-I Certificates; provided, however, that 98.00% and 2.00% of any principal payments that are attributable to a Overcollateralization Reduction Amount shall be distributed to Holders of REMIC I Regular Interest AA and REMIC I Regular Interest ZZ, respectively. (iii) All Realized Losses on the Group I Loans shall be allocated on each Distribution Date to the following REMIC I Regular Interests in the specified percentages, as follows: first, to Uncertificated Accrued Interest payable to the REMIC I Regular Interests AA and ZZ up to an aggregate amount equal to the excess of (a) the REMIC I Interest Loss Allocation Amount over (b) Prepayment Interest Shortfalls relating to the Group I Loans for such Distribution Date, 98% and 2%, respectively; second, to the Uncertificated Principal Balances of the REMIC I Regular Interests AA and ZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, B-I-1 and ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest B-I-1 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, M-I-5, and ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest M-I-5 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, M-I-4, and ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest M-I-4 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, M-I-3, and ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest M-I-3 has been reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, M-I-2, and ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-I-2 has been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, M-I-1, and ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-I-1 has been reduced to zero; and ninth, to the Uncertificated Principal Balances of REMIC I Regular Interests AA, 98%, A-I-1, A-I-2 and A-I-3 1% pro rata, and ZZ, 1%, until the Uncertificated Balance of each of REMIC I Regular Interests A-I-1, A-I-2 and A-I-3 have been reduced to zero. (b) Notwithstanding the deemed distributions on the REMIC I Regular Interests described in this Section 10.03(I), distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. (II) Distributions on the REMIC II Regular Interests. 154 (a) On each Distribution Date, the following amounts, in the following order of priority, shall be deemed distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests: (i) On each Distribution Date the Trustee shall be deemed to distribute to itself on a pro rata basis, as the holder of the REMIC II Regular Interests, Uncertificated Accrued Interest on the REMIC II Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date. (ii) On each Distribution Date, distributions of principal shall be deemed to be made to the REMIC II Regular Interest II-A-II, REMIC II Regular Interest II-M-II-1, REMIC II Regular Interest II-M-II-2, REMIC II Regular Interest II-M-II-3, REMIC II Regular Interest II-M-II-4, REMIC II Regular Interest II-B-II-1, REMIC II Regular Interest II-B-II-2 and REMIC 2 Regular Interest II-B-II-3, from the Loan Group II, in that order. Realized Losses from Loan Group II shall be applied after all distributions have been made on each Distribution Date, to REMIC II Regular Interest B-II-3, REMIC II Regular Interest B-II-2, REMIC II Regular Interest B-II-1, REMIC II Regular Interest M-II-4, REMIC II Regular Interest M-II-3, REMIC II Regular Interest M-II-2 and then to the REMIC II Regular Interest M-II-1, in that order. (b) Notwithstanding the deemed distributions on the REMIC II Regular Interests described in this Section 10.03(II), distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. 155 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01. Amendment. (a) This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, 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 REMIC I, REMIC II or REMIC III as REMICs 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 the Trust Fund 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, as evidenced by an Opinion of Counsel (at the expense of the party seeking so to modify, eliminate or add such provisions), cause the Trust Fund 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, or (vi) to make any other provisions with respect to matters or questions arising under this Agreement or such Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder. 156 (b) This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Trustee and the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates 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) adversely affect in any material respect the interest of the Holders of Certificates of any Class in a manner other than as described in clause (i) hereof without the consent of Holders of Certificates of such Class evidencing, as to such Class, Percentage Interests aggregating not less than 66%, or (iii) 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 (at the expense of the party seeking such amendment) to the effect that such amendment is permitted under this Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Depositor or the Trustee in accordance with such amendment will not result in the imposition of a federal tax on the Trust Fund or cause REMIC 1, REMIC II or REMIC III to fail to qualify as REMICs at any time that any Certificate is outstanding. The Trustee may but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities and this agreement or otherwise; provided however, such consent shall not be unreasonably withheld. (d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to 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 Depositor 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 R 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 R Certificateholders, but shall not be and shall not be deemed to be under any circumstances included in the REMIC. To the extent that any such instrument or fund constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be an outside reserve fund and not an asset of the REMIC, (ii) any such reserve fund 157 shall be owned by the Depositor, and (iii) amounts transferred by the REMIC to any such reserve fund shall be treated as amounts distributed by the REMIC to the Depositor or any successor, all within the meaning of Treasury regulations Section 1.860G-2(h). 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 Depositor and such related insurer 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 Certificateholders, the Master Servicer or the Trustee, as applicable; provided that the Depositor obtains 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 of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any Certificate is outstanding. In the event that the Depositor elects to provide such coverage in the form of a limited guaranty provided by General Motors Acceptance Corporation, the Depositor 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 Group A-II 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 Depositor 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 the 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. 158 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, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 11.04. Governing Law. ------------- This agreement and the Certificates shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 11.05. Notices. ------- 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 (a) in the case of the Depositor, 8400 Normandale Lake Boulevard, Suite 250, Minneapolis, Minnesota 55437, Attention: President (RAMP), or such other address as may hereafter be 159 furnished to the Master Servicer and the Trustee in writing by the Depositor; (b) in the case of the Master Servicer, 2255 North Ontario Street, Burbank, California 91504-3120, Attention: Bond Administration or such other address as may be hereafter furnished to the Depositor and the Trustee by the Master Servicer in writing; (c) in the case of the Trustee, 4 New York Plaza, 6th Floor, New York, New York 10004, Attention: Worldwide Securities Services / Global Debt, Attention: Residential Asset Mortgage Products Inc. Series 2005-SP2 or such other address as may hereafter be furnished to the Depositor and the Master Servicer in writing by the Trustee; (d) in the case of Standard & Poor's, 55 Water Street, New York, New York 10041 Attention: Mortgage Surveillance or such other address as may be hereafter furnished to the Depositor, Trustee and Master Servicer by Standard & Poor's; (e) in the case of Moody's, 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Department, or such other address as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by Moody's; and (f) in the case of Fitch, One State Street Plaza, New York, New York 10004, Attention: ABS Monitoring Department, or such other address as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by Fitch. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 11.06. Notices to Rating Agencies. -------------------------- The Depositor, the Master Servicer or the Trustee, as applicable, shall notify each Rating Agency and each Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide a copy to each Rating Agency at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (e) and (f) below: (a) a material change or amendment to this Agreement, (b) the occurrence of an Event of Default, (c) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority ownership of the Trustee, (d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under 152 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, 160 (g) a change in the location of the Custodial Account or the Certificate Account, (h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04, (i) the occurrence of the Final Distribution Date, and (j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer of any such event known to the Master Servicer. Section 11.07. Severability of Provisions. -------------------------- 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. -------------------------------------------- (a) 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 Depositor or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Depositor may deposit such Resecuritized Certificates into a new REMIC, grantor trust 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 Depositor, 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 161 the Restructuring Vehicle and the distributions to be made thereon, and any other provisions necessary to the purposes thereof. In connection with each Supplemental Article, the Depositor shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust, 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 any of REMIC I, REMIC II or REMIC III as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transaction 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. 162 IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written. [Seal] RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. Attest:................................. By:............................... Name: Lisa Lundsten Name: Julie Steinhagen Title: Vice President Title: Vice President [Seal] RESIDENTIAL FUNDING CORPORATION Attest:................................. By:............................... Name: Julie Steinhagen Name: Linda Lundsten Title: Director Title: Managing Director [Seal] JPMORGAN CHASE BANK, N.A. as Trustee By:............................... Attest:................................. Name: Name: Title: Title: 163 IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written. [Seal] RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. Attest:................................. By:............................... Name: Lisa Lundsten Name: Julie Steinhagen Title: Vice President Title: Vice President [Seal] RESIDENTIAL FUNDING CORPORATION Attest:................................. By:............................... Name: Julie Steinhagen Name: Linda Lundsten Title: Managing Director Title: Managing Director [Seal] JPMORGAN CHASE BANK, N.A. as Trustee By:............................... Attest:................................. Name: Name: Jeremy Conyers Title: Title: Associate [Seal] JPMORGAN CHASE BANK, N.A. as Trustee By:............................... Attest:................................. Name: Name: Jeremy Coyers Title: Title: Associate 164 STATE OF MINNESOTA ) ) ss: COUNTY OF HENNEPIN ) On the 30th day of March, 2004 before me, a notary public in and for said State, personally appeared Julie Steinhagen, known to me to be a Vice President of Residential Asset Mortgage Products, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [Notarial Seal] STATE OF MINNESOTA ) ) ss: COUNTY OF HENNEPIN ) On the 30th day of March, 2004 before me, a notary public in and for said State, personally appeared Lisa Lundsten, known to me to be a Managing Director of Residential Funding Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [Notarial Seal] STATE OF CALIFORNIA ) ) ss: COUNTY OF ORANGE ) On the 30th day of March, 2004 before me, a notary public in and for said State, personally appeared Brent Hoyler, known to me to be an authorized signatory of JPMorgan Chase Bank, N.A., that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss: COUNTY OF ORANGE ) On the 30th day of March, 2004 before me, a notary public in and for said State, personally appeared Ronaldo Reyes, known to me to be an authorized signatory of Deutsche Bank Trust Company Americas, that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [SEAL] EXHIBIT A FORM OF CLASS A CERTIFICATE AND INTEREST ONLY 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, AS AMENDED (THE "CODE"). [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ANY TRANSFEREE OF A CLASS A CERTIFICATE RATED AT LEAST "AA-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, MOODY'S OR FITCH AT THE TIME OF PURCHASE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF SUCH CERTIFICATE (OR ANY INTEREST THEREIN) THAT (A) SUCH TRANSFEREE 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 (EACH, A "PLAN"), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNTS, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) WHO IS USING "PLAN ASSETS" OF ANY PLAN, WITHIN THE MEANING OF THE U.S. DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R. ss. 2510.3-101, TO EFFECT SUCH ACQUISITION (EACH, A "PLAN INVESTOR"), (B) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS MOST RECENTLY AMENDED BY 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 "AA-" (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 USED TO PURCHASE OR HOLD THE CERTIFICATE (OR ANY 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 (C), A "COMPLYING INSURANCE COMPANY"). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (A) IS NOT A PLAN OR A PLAN INVESTOR, (B) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION OR (C) 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 ANY INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Certificate No. [____] Rate [based on a Notional Amount] Class [A-___] Senior Percentage Interest: ____% Date of Pooling and Servicing Agreement Aggregate Initial [Certificate Principal and Cut-off Date: Balance] [Interest Only] [Notional Amount] September 1, 2005 [Subclass Notional Amount] of the Class [A-___] Certificates: $________ First Distribution Date: [Initial] [Certificate Principal Balance] [______________] [Interest Only] [Subclass] [Notional Amount] of this Certificate: $[--------------] Master Servicer: Residential Funding Corporation [Assumed] [Scheduled] Final Distribution Date: CUSIP [--------------] [--------------]
MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2005-SP2 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 one- to four-family first and second lien seasoned mortgage loans formed and sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, 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 Asset Mortgage Products, 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 Notional Amount] of this Certificate by the aggregate [Initial Certificate Principal Balance of all Class A Certificates] [Initial Interest Only Notional Amounts of all Interest Only Certificates], both as specified above)] in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of one- to four-family first and second lien seasoned mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, 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 of September 1, 2005 (the "Pooling and Servicing Agreement" or the "Agreement") among the Company, the Master Servicer and JPMorgan Chase Bank, N.A., 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 [related] 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 Certificates on such Distribution Date. The Interest Only Notional Amount of the Interest Only 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 Certificates.] Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. [The [Initial Certificate Principal Balance] [Initial Interest Only 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.] As described above, any transferee of a Class A Certificate rated at least "AA-" (or its equivalent) by Standard & Poor's, Moody's or Fitch at the time of purchase will be deemed to have represented by virtue of its purchase or holding of this Certificate (or any interest therein) that (a) such transferee is not a Plan or a Plan Investor, (b) it has acquired and is holding this Certificate in reliance on the RFC Exemption and that it understands that there are certain conditions to the availability of the RFC Exemption including that this Certificate must be rated, at the time of purchase, not lower than "AA-" (or its equivalent) by Standard & Poor's, Fitch or Moody's or (c) the transferee is a Complying Insurance Company. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or any interest therein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Depositor, 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 related Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws principals thereof, other than Sections 5-1401 and 5-1405 of the New York Obligations Law. 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 [in the related Loan Group] 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 [in the related Loan Group] and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the related 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 [in the related Loan Group] and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the [related] Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans [in the related Loan Group] as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than five percent of the Cut-off Date Principal Balance of the Mortgage Loans Group [in the related Loan Group]. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated:_________________________ JPMORGAN CHASE BANK, N.A. as Trustee By:___________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [A- ] Certificates referred to in the within-mentioned Agreement. JPMORGAN CHASE BANK, N.A., as Certificate Registrar By:_____________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage 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. EXHIBIT B FORM OF CLASS M CERTIFICATES THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [AND THE CLASS M-[ ] CERTIFICATES] 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, AS AMENDED (THE "CODE"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ANY TRANSFEREE OF A CLASS M CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF SUCH CERTIFICATE (OR ANY INTEREST THEREIN) THAT EITHER (A) SUCH TRANSFEREE 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 (EACH, A "PLAN"), OR ANY PERSON (INCLUDING AN INSURANCE COMPANY INVESTING ITS GENERAL ACCOUNTS, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) WHO IS USING "PLAN ASSETS" OF ANY PLAN, WITHIN THE MEANING OF THE U.S. DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R. ss. 2510.3-101, TO EFFECT SUCH ACQUISITION (EACH, A "PLAN INVESTOR"), OR (B)(I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THE CERTIFICATE (OR ANY 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 (C), A "COMPLYING INSURANCE COMPANY"). IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (A) IS NOT A PLAN OR A PLAN INVESTOR, OR (B) 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 ANY INTEREST THEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING. Certificate No. [____] [Adjustable][Variable] Pass-Through Rate Class M-___ Mezzanine Date of Pooling and Servicing Agreement Aggregate Certificate Principal Balance of and Cut-off Date: the Class M-__ Certificates: $_______________ September 1, 2005 First Distribution Date: Initial Certificate Principal Balance of this [_____________] Certificate: $[--------------] Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP [-------------] [--------------]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE SERIES 2005-SP2 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 one- to four-family first and second lien seasoned mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, 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 Asset Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, 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 one- to four-family first and second lien seasoned mortgage loans (the "Mortgage Loans"), formed and sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," 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 of September 1, 2005, (the "Pooling and Servicing Agreement" or the "Agreement") among the Depositor, the Master Servicer and JPMorgan Chase Bank, N.A., 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 related Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class M-___ Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, any transferee of a Class M Certificate will be deemed to have represented by virtue of its purchase or holding of this Certificate (or any interest therein) that either (a) such transferee is not a Plan or a Plan Investor, or (b) the transferee is a Complying Insurance Company. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or any interest therein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the Depositor, 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 related 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 Depositor 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 Depositor , the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, 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 Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, 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 Depositor, 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 without regard to the conflicts of laws principles thereof, other than Sections 5-1401 and 5-1405 of the New York Obligations Law. 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 related 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 Class [____] Certificates from the Holders thereof; provided, that any such option may only be exercised if the aggregate 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 one percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated:_________________________ JPMORGAN CHASE BANK, N.A. as Trustee By:___________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [A- ] Certificates referred to in the within-mentioned Agreement. JPMORGAN CHASE BANK, N.A., as Certificate Registrar By:_____________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage 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. EXHIBIT C FORM OF CLASS B CERTIFICATES THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES[,] [AND] THE CLASS M CERTIFICATES [AND THE CLASS B-__ 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, AS AMENDED (THE "CODE"). 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 POOLING AND SERVICING AGREEMENT (THE "AGREEMENT"). NO TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST THEREIN) MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, 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 (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS AND LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER. Class B-___ Certificate No. [__] Date of Pooling and Servicing Variable Pass-Through Rate Agreement and Cut-off Date September 1, 2005 First Distribution Date: [---------] Master Servicer: Aggregate Certificate Principal Balance of Residential Funding Corporation this Certificate: $[______________________] Final Scheduled Distribution Date: Initial Certificate Principal Balance of this [_________________] Certificate: $[______________________] CUSIP: [_______________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2005-SP2 evidencing a percentage interest in the distributions allocable to the Class B-__ Certificates with respect to a Trust Fund consisting primarily of a pool of one- to four-family first and second lien seasoned mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Mortgage Products, 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 Asset Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, 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 in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of one- to four-family first and second lien seasoned mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," 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 Depositor, the Master Servicer and JPMorgan Chase Bank, N.A., 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 related 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 Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor 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 Depositor, 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. As described above, no transfer of this Certificate (or any interest therein) shall be made unless the transferee provides the Trustee, the Depositor and the Master Servicer with either (a) a certification pursuant to Section 5.02(e) of the Agreement either (i) 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 (each, a "Plan"), or any Person (including an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using "plan assets" of any Plan, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101, to effect such acquisition (each, a "Plan Investor") or (ii) stating that the transferee is an insurance company, the source of funds used to purchase or hold this Certificate (or any interest therein) is an "insurance company general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied or (b) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the purchase and holding of this Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement, which opinion of counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer. 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 Depositor 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 Depositor, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, 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 Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, 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 Depositor, 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 without regard to the conflicts of laws principles thereof, other than Sections 5-1401 and 5-1405 of the New York Obligations Law. 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 Residential Funding Corporation or its designee 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 related Certificates. The Agreement permits, but does not require, Residential Funding Corporation or its designee (i) to 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) subject to the terms of the Agreement, to purchase in whole, but not in part, all of the Class [_____] Certificates from the Holders thereof, provided, that any such option may only be exercised if the aggregate Stated Principal Balance of the Mortgage Loans, as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated:_________________________ JPMORGAN CHASE BANK, N.A. as Trustee By:___________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [A- ] Certificates referred to in the within-mentioned Agreement. JPMORGAN CHASE BANK, N.A., as Certificate Registrar By:_____________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage 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. 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, AS AMENDED (THE "CODE"). 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 POOLING AND SERVICING AGREEMENT (THE "AGREEMENT"). 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 (OR ANY INTEREST THEREIN) MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, 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 (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS AND LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. Class R-[___] [Senior] Residual Certificate No. [____] Date of Pooling and Servicing Agreement Aggregate Initial Certificate Principal and Cut-off Date: Balance of the Class R-___ Certificates: September 1, 2005 [$50.00] [$0] First Distribution Date: Initial Certificate Principal Balance of this [__________] Certificate: $[--------------] Master Servicer: Percentage Interest: _____% Residential Funding Corporation Assumed Final Distribution Date: CUSIP [----------------] [--------------]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE SERIES 2005-SP2 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 one- to four-family first and second lien seasoned mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. This Certificate is payable solely from the assets of the Trust Fund and does not represent an obligation of or interest in Residential Asset Mortgage Products, 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 Asset Mortgage Products, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that ___________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class R-__ Certificates, both as specified above) in certain distributions with respect to the Trust Fund consisting primarily of a pool of one- to four-family first and second lien seasoned mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor," 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 of September 1, 2005, (the "Pooling and Servicing Agreement" or the "Agreement") among the Depositor, the Master Servicer and JPMorgan Chase Bank, N.A., 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 Depositor 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 Depositor, which purchaser may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto. Notwithstanding the reduction of the Certificate Principal Balance hereof to zero, this Certificate will remain outstanding under the Agreement and the Holder hereof may have additional obligations with respect to this Certificate, including tax liabilities, and may be entitled to certain additional distributions hereon, in accordance with the terms and provisions of the Agreement. No transfer of this Class R-__ Certificate will be made unless 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 Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor 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 Depositor, 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. As described above, no transfer of this Certificate (or any interest therein) shall be made unless the transferee provides the Trustee, the Depositor and the Master Servicer with either (a) a certification pursuant to Section 5.02(e) of 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 (each, a "Plan"), or any Person (including an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any Plan) who is using "plan assets" of any Plan, within the meaning of the U.S. Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101, to effect such acquisition (each, a "Plan Investor") or (b) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that the purchase and holding of this Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Agreement, which opinion of counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer. 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 Depositor 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 Depositor , the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, 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 Depositor, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, 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 Depositor, 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 without regard to the conflicts of laws principles thereof, other than Sections 5-1401 and 5-1405 of the New York Obligations Law. 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 related 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 Class [____] Certificates from the Holders thereof; provided, that any such option may only be exercised if the aggregated 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 one percent of the Cut-off Date Principal Balance of the Mortgage Loans. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purpose have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated:_________________________ JPMORGAN CHASE BANK, N.A. as Trustee By:___________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [A- ] Certificates referred to in the within-mentioned Agreement. JPMORGAN CHASE BANK, N.A., as Certificate Registrar By:_____________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Mortgage 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. EXHIBIT E CUSTODIAL AGREEMENT [To be inserted] EXHIBIT F-1 GROUP I LOAN SCHEDULE (Filed Manually) Fixed Rate Loan Loan Number S/S Code Payment Type Original Bal Loan Feature Orig Term Principal Bal # of Units Orig Rate Original PI LTV Net Curr Current PI City State Zip Loan Purp Note Date MI Co Code Servicer Loan # Prop Type First Pay Date MI Coverage Seller Loan # Occup Code Maturity Date Investor Loan # 1011761 280/447 F 150,300.00 ZZ 360 96,790.65 1 10.7500 1403.02 90 10.0000 1403.02 GARDEN GROVE CA 92640 1 03/18/86 10 0844632935 05 05/01/86 17.0000 0 O 04/01/16 0 1022721 315/G06 F 150,000.00 ZZ 360 103,763.92 1 9.6250 1274.98 58 9.3750 1274.98 BURLESON TX 76028 2 09/08/86 00 0690024401 05 11/01/86 0.0000 091009453 O 10/01/16 0 1026585 001/G48 F 399,150.00 ZZ 360 199,403.06 1 11.1250 3838.95 69 10.6500 3838.95 DALLAS TX 75248 2 07/11/86 00 0657036 05 09/01/86 0.0000 16580920 O 08/01/16 0 1203663 225/181 F 229,000.00 ZZ 360 186,365.79 1 10.5000 2094.75 75 10.2500 2094.75 GLENDALE MD 20769 1 01/12/90 00 0000494721 03 03/01/90 0.0000 922367 O 02/01/20 0 1230711 453/G06 F 600,000.00 ZZ 360 501,523.02 1 10.3750 5432.45 75 10.0000 5432.45 DIAMOND BAR ARCA 91765 1 02/04/91 00 0690025903 03 04/01/91 0.0000 91702597 O 03/01/21 0 1252399 073/M32 F 222,000.00 ZZ 360 113,812.54 1 9.7000 1899.18 69 9.1500 1899.18 TREDYFFRIN TOWPA 19333 1 07/30/91 00 320115637 05 09/01/91 0.0000 1086295 O 08/01/21 0 1325052 406/406 F 260,000.00 ZZ 180 67,119.63 1 7.0000 2336.95 78 6.7500 2336.95 HAMBURG NY 14075 1 11/15/93 00 1111590 05 01/01/94 0.0000 1111590 O 12/01/08 0 1332921 487/998 F 245,000.00 ZZ 180 73,984.03 1 7.3750 2253.81 62 7.0000 2253.81 MELVILLE NY 11747 2 09/23/93 00 8012825934 05 11/01/93 0.0000 6611071790 O 10/01/08 0 1343919 614/998 F 171,500.00 ZZ 180 54,562.04 2 7.3750 1577.67 70 7.0000 1577.67 PALISADES PARKNJ 07650 1 11/03/93 00 8414354160 05 01/01/94 0.0000 7300106972 O 12/01/08 0 1346185 180/M32 F 650,000.00 ZZ 180 138,213.00 1 7.0000 5842.39 55 6.6250 5842.39 PALOS VERDES ECA 90274 5 09/22/93 00 001148667 05 11/01/93 0.0000 2631844 O 10/01/08 0 1348638 694/998 F 363,750.00 ZZ 180 109,161.77 1 7.1250 3294.96 75 6.8750 3294.96 PORT WASHINGTONY 11050 1 09/23/93 00 8414300262 05 11/01/93 0.0000 0445003711 O 10/01/08 0 1349943 744/M32 F 128,900.00 ZZ 180 38,559.05 1 7.1250 1167.62 57 6.7500 1167.62 FREMONT CA 94555 1 09/27/93 00 007019896 05 11/01/93 0.0000 70351 O 10/01/08 0 1351306 614/998 F 56,000.00 ZZ 180 16,916.79 1 7.3750 515.16 45 7.0000 515.16 SEBASTIAN FL 32958 2 10/21/93 00 8414357569 05 12/01/93 0.0000 6800008445 O 11/01/08 0 1354144 403/998 F 473,000.00 ZZ 180 143,652.13 1 6.3750 4087.91 80 6.1250 4087.91 GLASTONBURY CT 06033 2 11/15/93 00 8414377963 05 01/01/94 0.0000 1936228 O 12/01/08 0 1354838 562/562 F 122,500.00 ZZ 180 37,429.00 2 7.0000 1101.07 70 6.7500 1101.07 BRONX NY 10466 2 10/15/93 00 29419515200000 05 12/01/93 0.0000 419515 O 11/01/08 0 1355412 032/998 F 98,000.00 ZZ 180 14,727.82 1 7.5000 908.47 33 7.1250 908.47 WAKEFIELD MA 01880 2 11/24/93 00 8414348360 05 01/01/94 0.0000 172873 O 12/01/08 0 1355796 627/M32 F 220,000.00 ZZ 180 66,624.92 1 7.0000 1977.42 62 6.6250 1977.42 CERRITOS CA 90701 2 11/17/93 00 001153543 03 01/01/94 0.0000 24116 O 12/01/08 0 1355866 406/406 F 120,000.00 ZZ 168 27,138.03 1 6.3750 1081.61 48 6.1250 1081.61 ROCHESTER NY 14607 2 11/16/93 00 1170232 05 01/01/94 0.0000 1170232 O 12/01/07 0 1355915 562/562 F 145,000.00 ZZ 180 43,635.59 1 6.8750 1293.19 42 6.6250 1293.19 CRESTWOOD NY 10707 2 10/04/93 00 29424119600000 05 12/01/93 0.0000 424119 O 11/01/08 0 1363214 225/181 F 467,000.00 ZZ 180 144,351.77 1 6.7500 4132.53 77 6.5000 4132.53 HOUSTON TX 77005 2 11/19/93 00 0000495868 05 01/01/94 0.0000 2336744 O 12/01/08 0 1365321 052/670 F 400,000.00 ZZ 180 120,762.95 1 6.2500 3429.70 71 6.0000 3429.70 NEWPORT BEACH CA 92660 2 11/01/93 00 3120421373 05 01/01/94 0.0000 269056 O 12/01/08 0 1365340 052/670 F 314,000.00 ZZ 180 97,058.39 1 6.7500 2778.62 50 6.1250 2778.62 CLOSTER NJ 07624 2 11/11/93 00 3120388063 05 01/01/94 0.0000 268217 O 12/01/08 0 1365397 052/670 F 232,500.00 ZZ 180 66,879.41 1 7.0000 2089.78 75 6.6250 2089.78 NORTH HILLS NY 11040 2 11/05/93 00 3120238173 01 01/01/94 0.0000 263323 O 12/01/08 0 1367142 560/560 F 393,700.00 ZZ 180 117,399.86 1 7.0000 3538.69 67 6.8750 3538.69 OAKTON VA 22124 2 09/03/93 00 221013915 05 11/01/93 0.0000 480514405 O 10/01/08 0 1376520 267/943 F 420,000.00 ZZ 180 138,680.09 1 6.8750 3745.79 77 6.6250 3745.79 STOCKTON CA 95212 2 02/16/94 00 541719287 05 04/01/94 0.0000 7192874 O 03/01/09 0 1392163 405/943 F 214,753.92 ZZ 344 173,170.05 1 8.6250 1687.16 79 8.3750 1687.16 MIDDLETOWN NJ 07748 2 04/02/93 00 577261080 05 06/01/93 0.0000 2610806 O 01/01/22 0 1415213 780/G48 F 206,250.00 ZZ 360 162,658.40 1 9.7500 1772.01 75 9.5000 1772.01 WASHINGTON DC 20016 1 04/03/95 00 0657422 05 06/01/95 0.0000 600459 O 05/01/25 607797 1547170 F30/U72 F 67,500.00 ZZ 360 60,653.59 1 8.8750 537.06 90 8.6250 537.06 PHOENIX AZ 85040 1 12/27/96 01 0430119024 05 02/01/97 25.0000 400109 N 01/01/27 0 1553268 074/G02 F 116,000.00 ZZ 360 103,586.51 1 7.7500 831.04 27 7.5000 831.04 LAKE OSWEGO OR 97034 5 12/16/96 00 0430134379 05 02/01/97 0.0000 1565148064 O 01/01/27 609676 1557812 E22/J39 F 60,000.00 ZZ 360 54,203.79 1 8.3750 456.04 75 8.1250 456.04 SMYRNA NC 28579 5 02/10/97 00 0410336911 05 04/01/97 0.0000 410336911 O 03/01/27 609979 1567807 952/G02 F 148,000.00 ZZ 180 52,380.38 1 8.5000 1457.41 65 8.2500 1457.41 FAIR LAWN NJ 07410 1 05/15/97 00 0430248104 05 07/01/97 0.0000 97021678 O 06/01/12 0 1571465 076/998 F 230,000.00 ZZ 180 132,610.71 1 7.5000 2132.13 57 7.0800 2132.13 SAN ANTONIO TX 78248 2 03/07/97 00 8480679920 05 05/01/97 0.0000 8067992 O 04/01/12 0 1576177 354/S48 F 360,000.00 ZZ 180 67,013.89 1 7.6250 3362.87 80 7.3750 3362.87 HOUSTON TX 77009 2 01/31/97 00 0020789350 05 03/01/97 0.0000 20789350 O 02/01/12 0 1580231 943/943 F 338,000.00 ZZ 180 196,676.34 1 7.7500 3181.52 73 7.5000 3181.52 SUMMERFIELD NC 27358 5 04/03/97 00 7080046676 05 06/01/97 0.0000 7080046676 O 05/01/12 0 1585298 076/998 F 180,000.00 ZZ 180 107,562.50 1 9.1250 1839.09 51 8.8750 1839.09 KATONAH NY 10536 2 02/14/97 00 8470766570 05 04/01/97 0.0000 7076657 O 03/01/12 0 1601097 H99/G02 F 395,000.00 ZZ 180 236,783.08 1 7.8750 3746.38 42 7.6250 3746.38 CORAL GABLES FL 33156 2 08/06/97 00 0430347773 05 10/01/97 0.0000 215002 O 09/01/12 0 1606342 J98/U72 F 67,138.21 ZZ 198 31,412.89 2 8.5000 631.72 75 8.2500 631.72 BINGHAMTON NY 13903 2 03/21/96 00 0655468528 05 04/25/96 0.0000 13042587 O 09/25/12 0 1612064 A59/G02 F 256,500.00 ZZ 360 231,269.28 1 7.5000 1793.49 90 7.2500 1793.49 LAKEVILLE MN 55044 2 04/03/98 14 0430732107 05 06/01/98 25.0000 0247629 O 05/01/28 612036 1614919 491/S48 F 390,000.00 ZZ 180 212,560.12 1 7.7500 3670.98 78 7.5000 3670.98 FEDERAL WAY WA 98023 2 07/02/97 00 4862665272 03 09/01/97 0.0000 62665278 O 08/01/12 0 1615215 074/074 F 63,000.00 ZZ 180 38,485.66 1 8.5000 620.39 74 8.2500 620.39 HOUSTON TX 77075 2 06/16/97 00 1512110540 05 08/01/97 0.0000 1512110540 O 07/01/12 0 1615664 943/943 F 468,000.00 ZZ 180 237,750.22 1 7.6250 4371.73 80 7.3750 4371.73 SUNNYVALE CA 94087 1 07/10/97 00 7090039087 05 09/01/97 0.0000 7090039087 O 08/01/12 0 1618993 106/998 F 279,200.00 ZZ 180 81,153.17 1 7.3750 2568.43 80 7.1250 2568.43 NEW YORK NY 10021 1 06/30/97 00 8467503051 12 08/01/97 0.0000 7779697 O 07/01/12 0 1622517 J95/J95 F 460,000.00 ZZ 180 87,592.12 1 7.2500 4199.17 65 7.0000 4199.17 LIGHTHOUSE POIFL 33064 2 07/16/97 00 0010008183 05 09/01/97 0.0000 10008183 O 08/01/12 0 1715650 429/S48 F 363,000.00 ZZ 360 313,152.53 1 7.3750 2507.16 75 7.1250 2507.16 PORT WASHINGTONY 11050 5 03/10/98 00 0063167476 05 05/01/98 0.0000 63167476 O 04/01/28 612365 1715651 429/S48 F 302,000.00 ZZ 360 192,580.49 1 7.5000 2111.63 80 7.2500 2111.63 GREAT NECK NY 11023 2 03/09/98 00 0063167590 05 05/01/98 0.0000 6316759 O 04/01/28 612119 1718464 560/560 F 287,000.00 ZZ 240 216,604.45 1 7.2500 2268.38 68 7.0000 2268.38 HARRINGTON PARNJ 07640 2 03/17/98 00 491035705 05 05/01/98 0.0000 491035705 O 04/01/18 612534 1719402 964/G02 F 685,000.00 ZZ 360 628,258.19 1 7.8750 4966.73 55 7.6250 4966.73 LOS GATOS CA 95030 2 03/05/98 00 0430723163 05 05/01/98 0.0000 30717 O 04/01/28 612543 1721968 B27/G02 F 335,000.00 ZZ 360 301,419.99 1 7.2500 2285.30 46 7.0000 2285.30 SOUTHBOROUGH MA 01772 2 03/30/98 00 0430722736 05 06/01/98 0.0000 30531136 O 05/01/28 612621 1722169 E84/G02 F 89,600.00 ZZ 360 81,711.04 1 7.5000 626.50 80 7.2500 626.50 DALLAS TX 75228 1 03/30/98 00 0430727677 05 05/01/98 0.0000 PS26980056 O 04/01/28 612631 1722259 882/G02 F 129,500.00 ZZ 360 117,994.75 1 7.7500 927.75 70 7.5000 927.75 MIAMI LAKES FL 33014 1 04/03/98 00 0430726554 05 06/01/98 0.0000 222670004 O 05/01/28 612240 1740783 439/G02 F 66,300.00 ZZ 360 60,511.14 1 7.5500 465.86 65 7.3000 465.86 TWENTYNINE PALCA 92277 5 03/04/98 00 0430833277 05 05/01/98 0.0000 1942573 O 04/01/28 0 1744551 K39/U72 F 72,898.65 ZZ 180 49,904.96 1 10.5870 809.77 75 10.0870 809.77 HASTINGS MI 49058 5 03/18/98 00 0800202376 05 04/23/98 0.0000 21004888 O 03/23/13 0 1755130 E84/G02 F 67,200.00 ZZ 180 44,320.20 2 8.6250 666.68 70 8.3750 666.68 BELTON MO 64012 5 03/19/98 00 0430840793 05 05/01/98 0.0000 25980098 O 04/01/13 0 1761835 B30/U72 F 127,830.27 ZZ 280 127,244.64 1 7.5000 968.09 93 7.2500 968.09 ORANGE PARK FL 32073 2 06/16/05 10 0431068246 05 07/01/05 30.0000 440L5743JR O 10/01/28 0 1788926 992/G02 F 398,000.00 ZZ 180 205,029.67 1 7.3750 3661.30 70 7.1250 3661.30 HARRISON NY 10528 2 08/26/98 00 0431038843 05 10/01/98 0.0000 357081 O 09/01/13 0 1795756 B35/G02 F 56,000.00 ZZ 180 36,989.35 1 7.2500 511.21 85 7.0000 511.21 EARLEVILLE MD 21919 5 08/10/98 12 0430994475 03 10/01/98 12.0000 98001817 O 09/01/13 0 1811967 B25/G02 F 389,000.00 ZZ 180 259,605.16 1 6.8750 3469.32 60 6.6250 3469.32 MITCHELLVILLE MD 20721 5 10/08/98 00 0431066968 05 12/01/98 0.0000 RWK153 O 11/01/13 0 1812560 976/998 F 184,000.00 ZZ 180 91,605.46 1 7.6250 1718.80 57 7.3750 1718.80 NEW YORK NY 10019 2 09/15/98 00 8448514425 01 11/01/98 0.0000 5504005 N 10/01/13 0 1817324 E22/J39 F 85,800.00 ZZ 180 47,247.52 1 8.6250 851.21 65 8.3750 851.21 CARBONDALE CO 81623 1 08/07/98 00 0411002918 01 10/01/98 0.0000 411002918 N 09/01/13 0 1818048 L32/G02 F 56,000.00 ZZ 180 34,681.60 1 7.8750 531.13 80 7.6250 531.13 BUFFALO NY 14214 5 08/17/98 00 0431059989 05 10/01/98 0.0000 17700 O 09/01/13 0 1828260 E22/J39 F 244,100.00 T 180 168,079.11 1 8.6250 2421.67 80 8.3750 2421.67 MIRAMAR FL 33029 1 09/10/98 00 0411029820 03 11/01/98 0.0000 411029820 O 10/01/13 0 1844000 830/G06 F 999,000.00 ZZ 360 922,850.35 1 7.6250 7070.86 70 7.3750 7070.86 SALT LAKE CITYUT 84121 2 01/04/99 00 0690025283 05 02/01/99 0.0000 540395 O 01/01/29 0 1878205 201/G02 F 63,450.00 ZZ 180 44,340.38 2 8.5000 624.82 90 8.2500 624.82 STATEN ISLAND NY 10301 1 03/26/99 04 0431278241 05 05/01/99 25.0000 1309149183 N 04/01/14 0 1882250 140/U72 F 56,700.00 T 360 52,221.63 1 7.6250 401.32 90 7.3750 401.32 DOTHAN AL 36301 1 02/12/99 01 0431230325 05 04/01/99 25.0000 449408 O 03/01/29 0 1895847 E82/G02 F 112,000.00 T 180 73,875.32 1 7.6250 1046.23 67 7.3750 1046.23 KIHEI HI 96753 2 03/30/99 00 0400190203 22 05/01/99 0.0000 1621706 O 04/01/14 0 1920075 183/G01 F 80,000.00 ZZ 240 64,551.64 1 7.5000 644.48 58 7.2500 644.48 CLINTON CORNERNY 12514 5 05/21/99 00 0431358191 05 06/26/99 0.0000 800077423 O 05/26/19 0 1943167 S66/U57 F 167,000.00 ZZ 360 154,049.33 2 7.2500 1139.24 94 6.8750 1139.24 BROOKLYN NY 11221 2 02/26/99 01 0655472611 05 04/01/99 25.0000 55156565 O 03/01/29 0 1943316 S66/U57 F 156,000.00 ZZ 360 133,772.99 1 8.0000 1144.68 75 7.6250 1144.68 DELTA CO 81416 5 03/24/98 00 0655472751 05 05/01/98 0.0000 5066332 O 04/01/28 0 1950198 299/025 F 377,500.00 T 180 257,183.90 1 6.5000 3288.44 63 6.2500 3288.44 NAVARRE BEACH FL 32566 2 03/09/99 00 0110070224 01 04/01/99 0.0000 001007022 O 03/01/14 0 1975538 H90/U56 F 50,000.00 ZZ 240 41,044.66 1 9.4500 464.44 63 8.9500 464.44 TOLEDO OH 43610 5 10/14/99 00 0655477529 05 11/19/99 0.0000 972317 O 10/19/19 0 1979505 Q49/L08 F 60,000.00 T 360 48,446.67 1 8.2500 450.76 60 8.0000 450.76 PAUPACK TWP PA 18436 5 11/23/92 00 0690016720 03 01/01/93 0.0000 123ZIM O 12/01/22 0 2748091 E22/J39 F 89,000.00 ZZ 360 74,164.05 1 7.0000 592.12 69 6.7500 592.12 CARSON CITY NV 89705 2 02/16/99 00 0411262884 03 04/01/99 0.0000 0411262884 O 03/01/29 0 2754765 286/286 F 50,750.00 ZZ 180 32,249.37 1 8.5000 499.76 70 8.2500 499.76 WEST COLUMBIA SC 29169 5 12/03/98 00 9343151 05 01/01/99 0.0000 0009343151 N 12/01/13 0 2787513 E22/J39 F 58,000.00 ZZ 180 41,884.89 1 8.6250 575.41 73 8.3750 575.41 CORTEZ CO 81321 5 04/13/99 00 0411352735 05 06/01/99 0.0000 0411352735 N 05/01/14 0 2796023 E22/J39 F 105,500.00 T 180 75,866.36 1 8.2500 1023.50 80 8.0000 1023.50 ORLANDO FL 32824 1 04/23/99 00 0411342439 09 06/01/99 0.0000 0411342439 O 05/01/14 0 2813907 E22/J39 F 461,000.00 ZZ 360 410,931.61 1 6.8750 3028.44 68 6.6250 3028.44 DALLAS TX 75240 2 05/24/99 00 0411429905 05 07/01/99 0.0000 0411429905 O 06/01/29 0 2820398 E22/J39 F 58,500.00 ZZ 360 53,928.16 1 7.0000 389.20 57 6.7500 389.20 LANTANA FL 33462 2 05/28/99 00 0411437783 05 07/01/99 0.0000 0411437783 O 06/01/29 0 2827087 976/G02 F 390,000.00 ZZ 360 360,322.46 1 7.1250 2627.51 80 6.8750 2627.51 AUSTIN TX 78703 1 05/04/99 00 0655424943 05 07/01/99 0.0000 5548344 O 06/01/29 0 2833124 E22/W61 F 72,250.00 ZZ 240 60,641.55 1 8.2500 615.62 85 8.0000 615.62 LAWTON OK 73507 5 06/18/99 04 12192803 05 08/01/99 12.0000 0411460173 O 07/01/19 0 2834654 E22/J39 F 68,000.00 ZZ 360 63,662.89 1 8.1250 504.90 80 7.8750 504.90 NAMPA ID 83686 2 06/11/99 00 0411430937 05 08/01/99 0.0000 0411430937 O 07/01/29 0 2837392 286/286 F 107,800.00 T 360 97,367.08 1 7.7500 772.30 70 7.5000 772.30 DAVENPORT FL 33837 1 05/26/99 00 9561333 03 07/01/99 0.0000 0009561333 O 06/01/29 0 2846294 S17/U57 F 87,289.06 ZZ 307 62,443.80 1 7.0000 611.78 125 6.6250 611.78 HUDSON NH 03051 1 07/01/94 00 0655485050 06 07/01/94 0.0000 241180 O 01/01/20 0 2900866 560/560 F 61,750.00 ZZ 360 58,400.68 1 9.2500 508.01 95 9.0000 508.01 PENSACOLA FL 32514 1 03/30/99 04 168462505 05 05/01/99 30.0000 168462505 N 04/01/29 0 2945532 K15/U57 F 52,600.00 ZZ 180 39,302.50 1 8.6250 521.83 60 8.3750 521.83 CONESUS NY 14435 5 09/17/99 00 0655472314 27 11/01/99 0.0000 027205300122 O 10/01/14 0 2961523 E45/U57 F 84,800.00 ZZ 360 78,832.50 1 7.8750 614.86 80 7.4122 614.86 CUMMING GA 30040 2 04/30/99 00 0655472553 05 06/01/99 0.0000 51786 O 05/01/29 0 2982343 736/U57 F 56,700.00 ZZ 180 50,276.70 1 9.2500 466.46 90 9.0000 466.46 SUMAS WA 98295 1 09/30/99 00 0655471928 27 11/01/99 0.0000 957076 O 10/01/14 0 3041279 K15/U57 F 86,200.00 ZZ 360 82,699.18 1 11.9000 880.03 75 11.4000 880.03 ROANOKE VA 24019 5 07/15/99 00 0655474336 05 09/01/99 0.0000 12105406945 O 08/01/29 0 3055692 Q72/J39 F 56,150.00 ZZ 180 15,609.12 1 7.0000 504.70 97 6.5000 504.70 WEST PALM BEACFL 33409 1 07/30/93 00 0800099707 03 09/01/93 0.0000 8010626 O 08/01/08 0 3055719 Q72/J39 F 69,721.88 ZZ 294 50,396.98 1 8.0000 541.59 80 7.5000 541.59 MOUNT HOLLY NJ 08060 1 07/15/94 00 0800768780 05 08/01/94 0.0000 8013629 O 01/01/19 0 3055722 Q72/J39 F 76,000.00 ZZ 360 62,558.91 1 7.3750 524.92 94 6.8750 524.92 TOWNSHIP OF HAPA 18354 1 12/02/93 00 0800769036 05 02/01/94 0.0000 8013704 O 01/01/24 0 3063311 J54/U56 F 85,800.00 ZZ 360 81,459.18 2 8.9400 686.67 65 8.4400 686.67 HIALEAH FL 33013 5 10/22/99 00 0655478485 05 12/01/99 0.0000 9581367 O 11/01/29 0 3068102 T55/H74 F 60,000.00 ZZ 360 19,019.25 1 9.5000 548.86 80 9.2500 548.86 RANCHO CUCAMONCA 91730 1 03/20/79 04 2158145 05 05/01/79 33.0000 357317 O 04/01/09 0 3068103 T55/H74 F 60,000.00 ZZ 360 19,531.11 1 9.5000 548.86 93 9.2500 548.86 SANTA ANA CA 92700 1 02/16/79 98 2158152 05 04/01/79 99.0000 357319 O 03/01/09 0 3068118 T55/U56 F 104,515.72 ZZ 220 74,784.35 1 7.6250 883.37 67 7.3750 883.37 MELROSE MA 02176 1 02/09/99 00 0655486348 05 03/01/99 0.0000 394044 O 06/01/17 0 3068120 T55/U56 F 84,150.00 ZZ 360 24,925.00 1 11.3750 825.32 95 11.1250 825.32 CYPRESS TX 77429 1 12/28/83 04 0655486355 05 02/01/84 22.0000 394150 O 01/01/14 0 3068156 T55/U56 F 59,500.00 ZZ 180 27,303.17 1 8.5000 585.92 70 8.2500 585.92 INDIANAPOLIS IN 46227 5 05/07/98 00 0655486462 05 07/01/98 0.0000 395481 O 06/01/13 0 3068159 T55/U56 F 53,000.00 T 360 37,650.46 1 10.0000 465.11 90 9.7500 465.11 TOBYHANNA PA 18466 1 01/01/88 04 0655486488 05 01/01/88 25.0000 395503 O 12/01/17 0 3068172 T55/U56 F 65,298.38 ZZ 239 53,111.36 1 7.2300 516.28 71 6.9800 516.28 LAKE ARIEL PA 18436 1 02/02/99 00 0655486553 05 04/01/99 0.0000 395756 O 02/01/19 0 3068200 T55/U56 F 70,000.00 ZZ 360 64,677.68 3 9.2500 575.88 65 9.0000 575.88 HOLLYWOOD FL 33023 5 07/02/97 00 0655486694 05 09/01/97 0.0000 396899 N 08/01/27 0 3068218 T55/U56 F 79,800.00 ZZ 360 68,116.18 1 7.0000 530.91 97 6.7500 530.91 HEPHZIBAH GA 30815 1 10/14/98 04 0655486777 27 12/01/98 22.0000 396927 O 11/01/28 0 3068334 T55/H74 F 65,843.00 ZZ 180 33,176.39 1 8.0000 629.23 100 7.7500 629.23 FARMINGTON NM 87402 1 02/21/96 98 2160463 05 04/01/96 99.0000 625413 O 03/01/11 0 3068336 T55/U56 F 121,050.00 ZZ 360 112,811.78 1 8.8750 963.13 90 8.6250 963.13 EUGENE OR 97405 1 06/08/98 00 0655487536 05 08/01/98 0.0000 728283 O 07/01/28 0 3068486 526/686 F 154,000.00 T 360 143,312.79 1 8.6250 1197.80 70 8.3750 1197.80 SANDY UT 84093 1 10/22/99 00 6103847429 05 12/01/99 0.0000 0384742 O 11/01/29 0 3178527 T54/U56 F 52,500.00 ZZ 180 50,434.26 1 10.7500 490.08 83 10.2500 490.08 JACKSON MI 49202 5 07/20/99 00 0655476224 05 08/20/99 0.0000 00345 N 07/20/14 0 3195126 K10/U57 F 65,700.00 ZZ 360 59,056.83 1 10.8700 619.24 90 10.3700 619.24 BRIDGEPORT CT 06606 1 09/10/99 00 0655476505 05 11/01/99 0.0000 2001688 O 10/01/29 0 3226262 736/U57 F 104,000.00 ZZ 360 99,587.95 1 9.5000 874.49 78 9.2500 874.49 EAGLE MOUNTAINUT 84043 4 02/07/00 00 0655476851 05 04/01/00 0.0000 100426410 O 03/01/30 0 3336980 E84/L08 F 224,900.00 ZZ 360 215,621.83 1 9.8750 1952.92 75 9.6250 1952.92 AUSTIN TX 78701 1 03/21/00 00 0690010566 01 05/01/00 0.0000 32601204 N 04/01/30 0 3345905 Q22/U57 F 75,920.00 ZZ 180 68,634.93 1 10.2500 680.33 80 9.7500 680.33 LACEY TWSP NJ 08731 1 10/20/99 00 0655478709 05 12/01/99 0.0000 670637 O 11/01/14 0 3467853 Q72/Q71 F 59,700.00 ZZ 360 51,819.89 1 8.5000 459.05 100 8.0000 459.05 BALTIMORE MD 21225 5 09/25/96 00 0800100075 03 11/01/96 0.0000 0800100075 N 10/01/26 0 4101946 943/943 F 287,700.00 ZZ 180 224,634.29 1 7.7500 2708.06 80 7.5000 2708.06 ALLEN TX 75002 1 09/25/00 00 9080075612 03 11/01/00 0.0000 9080075612 O 10/01/15 0 4152379 S48/S48 F 336,000.00 ZZ 180 158,207.48 1 8.3750 3284.16 43 8.1250 3284.16 LONG BEACH CA 90807 2 11/10/00 00 6795269155 05 01/01/01 0.0000 6795269155 O 12/01/15 0 4227750 E84/G01 F 335,000.00 ZZ 360 319,446.30 1 7.7500 2399.98 75 7.5000 2399.98 PHOENIX AZ 85018 2 01/08/01 00 0432560589 03 03/01/01 0.0000 1342075 O 02/01/31 0 4494110 E22/U72 F 108,000.00 ZZ 360 103,426.99 1 8.0000 792.47 80 7.7500 792.47 GRANTS PASS OR 97526 5 03/09/01 00 0412449142 05 05/01/01 0.0000 0412449142 O 04/01/31 0 5132839 E22/U72 F 163,910.00 ZZ 360 158,359.65 1 8.7500 1289.48 103 8.5000 1289.48 FT COLLINS CO 80524 1 07/13/01 00 0412818338 03 09/01/01 0.0000 0412818338 O 08/01/31 0 5494370 E22/U72 F 94,000.00 ZZ 360 90,101.73 1 7.5000 657.26 76 7.2500 657.26 LAKES WALES FL 33853 2 08/29/01 00 0412913170 03 10/01/01 0.0000 0412913170 O 09/01/31 0 6947532 E82/G01 F 386,000.00 ZZ 180 313,034.73 1 6.2500 3309.65 79 6.0000 3309.65 VIRGINIA BEACHVA 23456 2 12/10/01 00 0400528337 05 02/01/02 0.0000 0400528337 O 01/01/17 0 7639193 P34/G01 F 71,000.00 ZZ 180 60,763.61 1 6.7500 628.29 36 6.5000 628.29 HUNTINGTON NY 11743 2 04/10/02 00 0433956158 05 06/01/02 0.0000 1 O 05/01/17 0 7652603 313/G01 F 518,500.00 ZZ 180 441,241.13 1 6.8750 4624.27 40 6.6250 4624.27 CRANDALL TX 75114 2 03/28/02 00 0433966652 05 05/01/02 0.0000 8652620 O 04/01/17 0 7660247 405/943 F 380,000.00 ZZ 180 322,602.33 1 6.7500 3362.66 74 6.0000 3362.66 WALNUT CREEK CA 94596 5 03/27/02 00 1310141 05 05/01/02 0.0000 0013101415 O 04/01/17 0 7660289 405/943 F 536,647.00 ZZ 180 455,027.52 1 6.3750 4637.98 80 6.0000 4637.98 KATY TX 77494 1 03/29/02 00 1833642 03 05/01/02 0.0000 0018336420 O 04/01/17 0 7660321 405/943 F 571,000.00 ZZ 180 467,674.03 1 6.3750 4934.87 18 6.0000 4934.87 HILLSBOROUGH CA 94010 2 03/22/02 00 6004720 05 05/01/02 0.0000 0060047206 O 04/01/17 0 7685791 998/998 F 378,000.00 ZZ 180 293,832.72 1 6.3750 3266.87 76 6.1250 3266.87 MICO TX 78056 2 03/25/02 00 8437681524 05 05/01/02 0.0000 3768152 O 04/01/17 0 7697711 025/G01 F 497,500.00 T 180 419,029.00 1 6.8750 4436.98 41 6.6250 4436.98 COROLLA NC 27927 2 04/15/02 00 0434063285 05 06/01/02 0.0000 0130940935 O 05/01/17 0 7716491 550/550 F 1,000,000.00 ZZ 180 852,333.58 1 6.0000 8438.57 37 5.7500 8438.57 SAN FRANCISCO CA 94117 1 05/08/02 00 12058240300000 05 07/01/02 0.0000 120582403 O 06/01/17 0 7724717 998/998 F 360,000.00 ZZ 180 305,246.88 1 6.3750 3111.31 80 6.1250 3111.31 MADISON AL 35758 1 03/06/02 00 8432599770 03 05/01/02 0.0000 3259977 O 04/01/17 0 7724779 E86/G01 F 750,000.00 T 180 634,180.55 1 6.2500 6430.67 61 6.0000 6430.67 NAPLES FL 34109 2 03/15/02 00 0434124640 03 05/01/02 0.0000 182131 O 04/01/17 0 7745665 B49/G01 F 470,000.00 ZZ 180 402,376.06 1 6.3750 4061.98 57 6.1250 4061.98 DENVER CO 80230 2 05/24/02 00 0434122776 03 07/01/02 0.0000 000243691202 O 06/01/17 0 7749103 225/G01 F 477,000.00 ZZ 180 398,825.50 1 6.2500 4089.91 32 6.0000 4089.91 RYE NY 10580 5 04/19/02 00 0434101291 05 06/01/02 0.0000 006575396 O 05/01/17 0 7749129 225/G01 F 650,000.00 ZZ 180 558,896.36 1 6.7500 5751.91 36 6.5000 5751.91 MANAKIN-SABOT VA 23103 2 05/03/02 00 0434109765 05 07/01/02 0.0000 006581072 O 06/01/17 0 7749145 225/G01 F 431,000.00 ZZ 180 366,376.81 1 6.2500 3695.49 69 6.0000 3695.49 MT SINAI NY 11766 2 04/23/02 00 0434109443 05 06/01/02 0.0000 008474405 O 05/01/17 0 7756995 405/943 F 256,000.00 ZZ 180 212,123.98 1 6.3750 2212.49 25 6.0000 2212.49 LOS ANGELES CA 90046 2 05/24/02 00 1844074 05 07/01/02 0.0000 0018440743 O 06/01/17 0 7757015 405/943 F 180,000.00 ZZ 180 151,673.88 1 6.3750 1555.66 47 6.0000 1555.66 TORRANCE CA 90503 2 05/07/02 00 6005825 05 07/01/02 0.0000 0060058252 O 06/01/17 0 7761901 025/G01 F 589,500.00 T 180 494,699.46 1 6.8750 5257.48 22 6.6250 5257.48 SANTA FE NM 87506 2 03/07/02 00 0434189932 05 05/01/02 0.0000 0026613026 O 04/01/17 0 7761915 025/G01 F 507,500.00 ZZ 180 434,332.46 1 6.7500 4490.92 30 6.5000 4490.92 CORONADO CA 92118 2 04/16/02 00 0434183166 05 06/01/02 0.0000 0130997935 O 05/01/17 0 7772901 944/G01 F 650,000.00 ZZ 180 557,919.94 1 6.6250 5706.96 44 6.3750 5706.96 SPRING LAKE NJ 07762 2 05/10/02 00 0434145314 05 07/01/02 0.0000 W01599244 O 06/01/17 0 7774611 116/116 F 966,000.00 ZZ 180 827,011.44 1 6.3750 8348.66 70 6.1250 8348.66 HOUSTON TX 77056 1 05/31/02 00 091021885 05 07/01/02 0.0000 091021885 O 06/01/17 0 7778375 G75/E86 F 400,000.00 ZZ 180 340,202.06 1 6.6250 3511.98 58 6.3750 3511.98 WILLIAMSBURG VA 23185 2 03/13/02 00 04619726 03 05/01/02 0.0000 04619726 O 04/01/17 0 7784295 956/G01 F 415,000.00 ZZ 180 355,289.59 1 6.3750 3586.64 75 6.1250 3586.64 PROVO UT 84604 2 05/24/02 00 0434186946 05 07/01/02 0.0000 4312050020 O 06/01/17 0 7784619 956/G01 F 395,000.00 ZZ 180 318,507.78 1 6.5000 3440.87 69 6.2500 3440.87 CARLSBAD CA 92009 2 05/24/02 00 0434188058 03 07/01/02 0.0000 112050123 O 06/01/17 0 7787625 286/286 F 390,000.00 ZZ 180 333,810.04 1 6.3750 3370.58 52 6.1250 3370.58 SOUTH PASADENACA 91030 2 05/01/02 00 1285841 05 07/01/02 0.0000 1285841 O 06/01/17 0 7796667 952/G01 F 800,000.00 ZZ 180 689,129.69 1 6.5000 6968.86 67 6.2500 6968.86 TENAFLY NJ 07670 1 06/17/02 00 0434199881 05 08/01/02 0.0000 20026223 O 07/01/17 0 7804347 Q59/G01 F 420,000.00 ZZ 180 361,280.82 1 6.3750 3629.85 75 6.1250 3629.85 CERRITOS CA 90703 2 06/10/02 00 0434209052 05 08/01/02 0.0000 400827 O 07/01/17 0 7805255 E22/J39 F 469,500.00 ZZ 180 402,121.88 1 6.0000 3961.91 47 5.7500 3961.91 FT. LAUDERDALEFL 33304 2 06/20/02 00 0414224295 05 08/01/02 0.0000 0414224295 O 07/01/17 0 7815843 964/G01 F 399,950.00 ZZ 180 152,818.02 1 6.3750 3456.57 29 6.1250 3456.57 MILL VALLEY CA 94941 2 06/14/02 00 0434215695 05 08/01/02 0.0000 216994 O 07/01/17 0 7833883 E22/J39 F 382,400.00 ZZ 180 313,147.37 1 6.3750 3304.89 85 6.1250 3304.89 LAYTON UT 84040 1 06/28/02 04 0414376277 03 08/01/02 6.0000 0414376277 O 07/01/17 0 8289670 964/G01 F 483,000.00 ZZ 180 224,920.98 1 6.3750 4174.33 55 6.1250 4174.33 SAN MATEO CA 94402 2 03/15/02 00 0433934262 05 05/01/02 0.0000 400194120 O 04/01/17 0 8317594 E23/G01 F 490,000.00 ZZ 180 420,877.27 1 6.2500 4201.37 66 6.0000 4201.37 RIVERSIDE CA 92506 5 06/18/02 00 0434224028 05 08/01/02 0.0000 51014729 O 07/01/17 0 8388366 Q72/S48 F 153,040.00 ZZ 180 133,808.64 1 5.2500 1230.26 65 5.0000 1230.26 ST. LOUIS MO 63108 2 12/12/02 00 7062152082 01 02/01/03 0.0000 7062152082 O 01/01/18 0 9218664 Q72/S48 F 77,400.00 ZZ 360 45,333.74 1 8.0000 567.14 68 7.7370 567.14 ORLANDO FL 32818 5 05/15/89 00 102576501 05 07/01/89 0.0000 102576501 O 06/01/19 0 9218666 Q72/S48 F 60,000.00 ZZ 360 46,889.98 1 10.5000 548.84 90 10.2370 548.84 MILLVILLE NJ 08302 5 11/23/88 00 102576519 05 01/01/89 0.0000 102576519 O 12/01/18 0 9219124 Q72/S48 F 142,347.41 ZZ 308 105,519.85 1 8.3750 1125.62 53 8.1120 1125.62 LODI NJ 07644 5 11/10/92 00 102587888 05 11/01/92 0.0000 102587888 O 06/01/18 0 9219152 Q72/S48 F 107,000.00 ZZ 360 76,509.20 1 7.2500 734.42 44 6.9870 734.42 MILLTOWN NJ 08850 5 11/14/89 00 102588951 05 01/01/90 0.0000 102588951 O 12/01/19 0 9219270 Q72/S48 F 89,950.00 ZZ 359 23,945.50 1 9.5000 756.48 24 9.2370 756.48 BURKE VA 22015 5 11/01/78 00 102666591 05 12/01/78 0.0000 102666591 O 10/01/08 0 9219500 Q72/S48 F 84,000.00 ZZ 360 43,706.45 1 8.3750 660.56 38 8.1120 660.56 PALM BAY FL 32905 5 11/23/83 00 102674736 05 01/01/84 0.0000 102674736 O 12/01/13 0 9219644 Q72/S48 F 120,000.00 ZZ 360 92,559.89 1 7.2500 818.62 32 6.9870 818.62 PARSIPPANY NJ 07005 5 01/28/93 00 102589504 05 03/01/93 0.0000 102589504 O 02/01/23 0 9555251 Q72/798 F 103,849.20 ZZ 168 93,901.27 1 4.5000 834.30 62 4.2500 834.30 HOPEWELL JCT NY 12533 2 05/18/04 00 63167913 05 05/01/04 0.0000 63167913 O 04/01/18 0 9555499 Q72/S48 F 175,000.00 ZZ 360 170,813.99 1 5.2500 966.36 41 5.0000 966.36 OCEAN ISLE NC 28469 4 01/01/04 00 6212673161 03 02/01/04 0.0000 6212673161 O 01/01/34 0 9555683 Q72/798 F 118,300.00 ZZ 360 111,108.58 1 5.8750 699.79 33 5.6250 699.79 SAN DIEGO CA 92139 2 02/24/04 00 6507403050 05 05/01/04 0.0000 6507403050 N 04/01/34 0 9555767 Q72/S48 F 155,370.00 ZZ 359 110,145.12 1 5.0000 834.06 58 4.7500 834.06 FAIRLAWN OH 44333 2 02/25/03 00 6628571124 05 05/01/03 0.0000 6628571124 O 03/01/33 0 9572937 Q72/X79 F 198,500.00 ZZ 480 195,384.99 1 3.7500 799.01 40 3.5000 799.01 STAMFORD CT 06902 2 03/10/04 00 7076826614 05 05/01/04 0.0000 7076826614 O 04/01/44 0 9573197 Q72/X79 F 57,800.00 ZZ 357 41,877.76 1 8.2500 434.24 76 8.0000 434.24 VICTORVILLE CA 92392 5 12/01/92 00 3229051 05 01/01/93 0.0000 3229051 O 09/01/22 0 9573307 Q72/X79 F 202,500.00 ZZ 240 177,951.12 2 7.8750 1678.08 75 7.6250 1678.08 REGO PARK NY 11374 5 10/12/00 00 12533048 05 12/01/00 0.0000 12533048 N 11/01/20 0 9573547 Q72/X79 F 120,487.00 ZZ 180 102,238.43 1 5.5000 980.12 62 5.2500 980.12 BELLEVUE NE 68123 1 12/17/02 00 20845632 05 02/01/03 0.0000 20845632 O 01/01/18 0 9574049 Q72/X79 F 57,900.00 ZZ 360 52,815.21 1 7.8750 419.82 66 7.6250 419.82 SEATTLE WA 98122 1 11/26/97 00 6384929 06 01/01/98 0.0000 6384929 O 12/01/27 0 9574105 Q72/X79 F 62,549.80 ZZ 178 51,594.48 1 5.3750 503.15 30 5.1250 503.15 EAST MOLINE IL 61244 1 10/25/02 00 19363845 05 02/01/03 0.0000 19363845 O 11/01/17 0 9574393 Q72/X79 F 65,882.02 ZZ 104 57,135.95 1 5.5000 797.83 23 5.2500 797.83 LOS ANGELES CA 90026 5 04/14/04 00 5564182 05 05/01/04 0.0000 5564182 O 12/01/12 0 9574397 Q72/X79 F 322,684.00 ZZ 180 296,671.66 1 4.9900 2550.09 47 4.7400 2550.09 CERRITOS CA 90703 5 12/17/03 00 7080185783 05 02/01/04 0.0000 7080185783 O 01/01/19 0 9574473 Q72/X79 F 89,000.00 ZZ 360 84,890.31 1 6.7500 577.26 80 6.5000 577.26 SAN ANTONIO TX 78247 5 09/25/01 00 16781445 05 11/01/01 0.0000 16781445 O 10/01/31 0 9645503 Q72/W60 F 252,100.00 ZZ 360 245,976.26 1 4.9500 1345.64 68 4.4500 1345.64 CARRABELLE FL 32322 5 04/26/04 00 13585880 05 06/01/04 0.0000 1003939824 O 05/01/34 0 9689685 Q72/W60 F 85,500.00 ZZ 120 76,693.00 1 6.4000 966.50 90 5.9000 966.50 INDIANAPOLIS IN 46219 5 05/19/04 00 13738851 05 07/01/04 0.0000 80367048 O 06/01/14 0 9723199 Q72/X79 F 100,316.41 ZZ 360 97,168.06 1 5.5000 569.59 78 5.2500 569.59 BELLEROSE NY 11426 1 06/01/03 00 701425 05 07/01/03 0.0000 701425 O 06/01/33 0 9723219 Q72/X79 F 142,000.00 ZZ 360 140,470.90 1 5.7000 824.17 77 5.4500 824.17 BELLINGHAM WA 98226 2 10/08/04 00 7077770019 27 12/01/04 0.0000 7077770019 O 11/01/34 0 9723279 Q72/X79 F 249,900.00 T 360 196,827.44 1 5.8300 1471.08 100 5.5800 1471.08 WAHKON MN 56386 1 10/15/04 92 7077798697 05 12/01/04 30.0000 7077798697 O 11/01/34 0 9723291 Q72/X79 F 62,953.00 ZZ 360 62,126.25 1 6.0000 377.44 97 5.7500 377.44 PITTSBURGH PA 15216 1 11/19/04 00 29514981 05 01/01/05 0.0000 29514981 O 12/01/34 0 9723297 Q72/X79 F 108,000.00 T 360 106,820.93 1 6.1500 657.97 80 5.9000 657.97 CORNVILLE AZ 86325 1 09/22/04 00 29181260 27 11/01/04 0.0000 29181260 O 10/01/34 0 9723349 Q72/X79 F 64,000.00 ZZ 360 63,168.82 1 6.8380 418.86 27 6.5880 418.86 CARMEL CA 93923 5 06/17/04 00 28188886 01 08/10/04 0.0000 28188886 O 07/10/34 0 9723361 Q72/X79 F 193,500.00 ZZ 360 189,428.49 1 6.2500 1191.42 95 6.0000 1191.42 HAVERHILL MA 01827 1 06/02/04 14 27727122 01 07/01/04 30.0000 27727122 O 06/01/34 0 9723365 Q72/X79 F 134,568.00 ZZ 120 117,232.02 1 4.6870 1406.81 29 4.4370 1406.81 YORKTOWN HEIGHNY 10598 2 03/24/04 00 27264647 03 05/01/04 0.0000 27264647 O 04/01/14 0 9723393 Q72/X79 F 120,000.00 ZZ 360 117,487.88 2 5.0500 647.86 36 4.8000 647.86 JERSEY SHORE PA 17740 1 01/20/04 00 25121559 05 05/01/04 0.0000 25121559 O 04/01/34 0 9723417 Q72/X79 F 396,500.00 ZZ 360 390,870.29 1 6.4580 2495.21 65 6.2080 2495.21 BAKERSFIELD CA 93312 2 05/12/04 00 23515968 05 07/01/04 0.0000 23515968 O 06/01/34 0 9723711 Q72/X79 F 72,000.00 ZZ 180 65,001.27 1 5.1610 575.43 43 4.9110 575.43 MERCED CA 95340 1 06/22/04 00 20863247 05 08/01/04 0.0000 20863247 O 07/01/19 0 9723723 Q72/X79 F 147,440.00 ZZ 360 140,999.82 1 5.8750 872.17 97 5.6250 872.17 FRONT ROYAL VA 22630 1 03/28/03 04 21028907 05 05/01/03 30.0000 21028907 O 04/01/33 0 9723733 Q72/X79 F 101,650.00 ZZ 180 91,229.41 1 5.0000 803.85 95 4.7500 803.85 NAPERVILLE IL 60565 1 06/16/03 04 21636469 01 08/01/03 25.0000 21636469 O 07/01/18 0 9723785 Q72/X79 F 150,000.00 ZZ 180 135,712.70 1 5.5000 1225.63 35 5.2500 1225.63 SYLMAR CA 91342 2 07/16/03 00 23655970 05 09/01/03 0.0000 23655970 O 08/01/18 0 9723795 Q72/X79 F 108,300.00 ZZ 360 104,803.25 1 4.8750 573.14 99 4.6250 573.14 AUBURN ME 04210 1 07/25/03 98 24447195 05 09/01/03 99.0000 24447195 O 08/01/33 0 9723799 Q72/X79 F 190,700.00 ZZ 360 184,825.14 1 5.3230 1061.70 57 5.0730 1061.70 PLAISTOW NH 03865 5 07/09/03 00 24545931 05 09/01/03 0.0000 24545931 O 08/01/33 0 9723813 Q72/X79 F 118,201.39 ZZ 167 112,582.26 1 4.7500 968.68 51 4.5000 968.68 FORT COLLINS CO 80525 1 10/11/04 00 25433848 03 11/01/04 0.0000 25433848 O 09/01/18 0 9723829 Q72/X79 F 100,000.00 ZZ 360 97,806.46 1 6.2800 617.67 43 6.0300 617.67 FORT WASHINGTOMD 20744 5 10/16/03 00 25980368 05 12/01/03 0.0000 25980368 O 11/01/33 0 9723831 Q72/X79 F 58,100.00 ZZ 360 56,291.49 1 5.3750 325.35 97 5.1250 325.35 FARMINGTON ME 04938 1 12/12/03 10 26243998 05 02/01/04 30.0000 26243998 O 01/01/34 0 9723839 Q72/X79 F 65,000.00 ZZ 180 59,828.05 1 4.0000 480.80 37 3.7500 480.80 ACWORTH GA 30101 1 01/20/04 00 26692905 05 03/01/04 0.0000 26692905 O 02/01/19 0 9723841 Q72/X79 F 108,500.00 ZZ 360 106,935.21 1 6.3750 676.90 58 6.1250 676.90 FORT LAUDERDALFL 33305 5 05/24/04 00 26724237 05 07/01/04 0.0000 26724237 O 06/01/34 0 9723849 Q72/X79 F 253,025.00 ZZ 360 226,482.35 1 6.3300 1571.11 71 6.0800 1571.11 UNION CITY NJ 07087 5 05/12/04 00 26864439 05 07/01/04 0.0000 26864439 O 06/01/34 0 9723853 Q72/X79 F 471,280.00 ZZ 360 464,803.10 1 6.2500 2901.76 80 6.0000 2901.76 STAMFORD CT 06902 1 06/30/04 00 26970137 05 08/01/04 0.0000 26970137 O 07/01/34 0 9723855 Q72/X79 F 200,000.00 ZZ 360 196,484.60 1 5.3390 1115.46 43 5.0890 1115.46 NORTHPORT NY 11768 5 05/24/04 00 27158211 05 07/01/04 0.0000 27158211 O 06/01/34 0 9723861 Q72/X79 F 244,800.00 ZZ 360 240,021.32 1 5.0900 1327.64 80 4.8400 1327.64 FORT MOHAVE AZ 86426 1 04/22/04 00 27271675 05 06/01/04 0.0000 27271675 O 05/01/34 0 9723867 Q72/X79 F 206,430.00 T 360 197,727.70 1 5.5630 1180.26 67 5.3130 1180.26 HAYMARKET VA 20169 1 04/27/04 00 27399070 05 06/01/04 0.0000 27399070 O 05/01/34 0 9723903 Q72/X79 F 306,400.00 ZZ 360 302,133.49 1 6.1800 1872.64 80 5.9300 1872.64 SUMMIT NJ 07901 1 06/17/04 00 27948660 05 08/01/04 0.0000 27948660 O 07/01/34 0 9723947 Q72/X79 F 130,380.00 ZZ 360 128,843.21 1 6.1950 798.12 80 5.9450 798.12 ARNOLD MO 63010 1 09/30/04 00 28392918 05 11/01/04 0.0000 28392918 O 10/01/34 0 9723969 Q72/X79 F 84,000.00 ZZ 360 83,083.71 1 6.1550 512.03 80 5.9050 512.03 PHILADELPHIA PA 19146 1 09/20/04 00 28596765 07 11/01/04 0.0000 28596765 O 10/01/34 0 9723973 Q72/X79 F 183,750.00 ZZ 360 181,696.12 1 6.5000 1161.42 75 6.2500 1161.42 MISSOULA MT 59802 1 08/06/04 00 28609212 05 10/01/04 0.0000 28609212 N 09/01/34 0 9723991 Q72/X79 F 62,500.00 ZZ 360 61,822.78 1 6.1900 382.39 61 5.9400 382.39 CECIL PA 15321 5 09/30/04 00 28894574 27 11/01/04 0.0000 28894574 O 10/01/34 0 9723995 Q72/X79 F 58,800.00 ZZ 360 58,142.72 1 6.5000 371.66 80 6.2500 371.66 PENSACOLA FL 32514 1 08/27/04 00 28951507 05 10/01/04 0.0000 28951507 O 09/01/34 0 9723999 Q72/X79 F 178,200.00 ZZ 360 176,335.43 1 6.3750 1111.74 90 5.7500 1111.74 MIAMI FL 33186 1 09/21/04 01 29085685 09 11/01/04 25.0000 29085685 O 10/01/34 0 9724029 Q72/X79 F 77,031.84 ZZ 315 74,082.07 1 5.3750 456.81 78 5.1250 456.81 SARASOTA FL 34231 1 08/01/03 00 4976262 01 09/01/03 0.0000 4976262 O 11/01/29 0 9724059 Q72/X79 F 112,000.00 ZZ 360 107,699.91 1 6.1800 684.52 80 5.9300 684.52 WASHINGTON PA 15301 1 03/06/03 00 19836097 05 04/01/03 0.0000 19836097 O 03/01/33 0 9728383 Q72/B51 F 135,000.00 ZZ 360 133,917.91 1 8.6250 1050.02 100 8.1250 1050.02 LENEXA KS 66215 1 07/30/04 00 810003038 05 09/01/04 0.0000 3506315 O 08/01/34 0 9729495 Q72/B51 F 152,250.00 ZZ 180 135,778.09 1 5.8750 1274.52 77 5.3750 1274.52 STATEN ISLAND NY 10314 5 03/25/03 00 260001407 05 05/01/03 0.0000 750004715 O 04/01/18 0 9739941 Q72/W60 F 217,500.00 ZZ 180 208,459.00 1 6.2500 1864.89 75 5.7500 1864.89 BRENHAM TX 77833 5 08/18/04 00 13739008 05 10/01/04 0.0000 3000645460 N 09/01/19 0 9741105 Q72/W60 F 144,500.00 ZZ 360 143,432.43 1 8.2000 1080.51 85 7.7000 1080.51 SOUTHFIELD MI 48034 5 09/24/04 00 13739123 05 11/01/04 0.0000 90041407 O 10/01/34 0 9786739 Q72/W60 F 50,000.00 ZZ 180 48,271.65 1 7.4000 460.67 67 6.9000 460.67 PASADENA TX 77506 5 09/23/04 00 13745120 05 11/05/04 0.0000 1301819279 O 10/05/19 0 9786777 Q72/W60 F 60,000.00 ZZ 120 56,307.93 1 8.2000 734.33 54 7.7000 734.33 WILLS POINT TX 75169 5 10/08/04 00 13745310 05 11/20/04 0.0000 1500060619 O 10/20/14 0 9786799 Q72/W60 F 70,000.00 ZZ 180 68,002.25 1 8.5000 689.32 79 8.0000 689.32 HOUSTON TX 77012 5 11/11/04 00 13745112 05 12/20/04 0.0000 1500071701 O 11/20/19 0 9794025 Q72/W60 F 97,000.00 ZZ 360 96,533.17 1 9.2500 798.00 54 8.7500 798.00 WILMINGTON DE 19804 5 12/06/04 00 13745799 05 01/10/05 0.0000 1500117516 O 12/10/34 0 9803721 Q72/W60 F 83,180.00 ZZ 360 80,978.03 1 6.1500 506.76 80 5.6500 506.76 DALLAS TX 75227 5 07/12/04 00 13800198 05 08/20/04 0.0000 1301776203 O 07/20/34 0 9803777 Q72/W60 F 50,000.00 ZZ 240 49,011.05 1 7.8000 412.02 39 7.3000 412.02 TOMS RIVER NJ 08753 5 09/27/04 00 13800172 07 11/05/04 0.0000 1500053885 O 10/05/24 0 9804905 Q72/U72 F 58,500.00 ZZ 360 58,172.14 1 9.0400 472.39 90 8.5400 472.39 ALBANY NY 12202 1 11/04/04 00 690029699 05 12/04/04 0.0000 2090041008990 N 11/04/34 0 9818819 Q72/W60 F 101,500.00 ZZ 360 99,106.46 1 5.8750 600.41 77 5.3750 600.41 CHICAGO IL 60617 5 01/15/04 00 13801006 05 03/01/04 0.0000 3000517788 O 02/01/34 0 9818823 Q72/W60 F 107,280.00 ZZ 360 106,022.91 1 6.2500 660.54 80 5.7500 660.54 FORT WORTH TX 76133 1 08/23/04 00 13800826 05 10/01/04 0.0000 3000648963 O 09/01/34 0 9818825 Q72/W60 F 138,750.00 ZZ 360 135,602.89 1 7.0000 923.11 75 6.5000 923.11 WOODBRIDGE VA 22193 5 10/25/04 00 13800941 09 12/01/04 0.0000 3000652789 N 11/01/34 0 9818827 Q72/W60 F 221,250.00 ZZ 360 217,203.41 1 7.0000 1471.98 75 6.5000 1471.98 DUMFRIES VA 22026 5 10/25/04 00 13800958 05 12/01/04 0.0000 3000652792 N 11/01/34 0 9830979 Q72/906 F 72,900.00 ZZ 360 71,966.47 1 6.6250 466.79 90 6.3750 466.79 LINDENWOLD NJ 08021 1 06/25/04 14 7080044157493 05 08/01/04 25.0000 7080044157493 O 07/01/34 0 9830989 Q72/906 F 200,000.00 T 360 197,499.03 1 6.7500 1297.20 61 6.5000 1297.20 LONGBOAT KEY FL 34228 1 06/16/04 00 7080044373868 20 08/01/04 0.0000 7080044373868 O 07/01/34 0 9830997 Q72/906 F 232,000.00 ZZ 240 225,717.46 1 5.8750 1645.43 80 5.6250 1645.43 OMAHA NE 68064 1 08/06/04 00 7080045178597 03 10/01/04 0.0000 7080045178597 O 09/01/24 0 9831003 Q72/906 F 105,600.00 ZZ 360 104,750.10 1 6.2500 650.20 85 6.0000 650.20 EDEN MD 21822 4 12/10/04 14 7080045772472 05 02/01/05 30.0000 7080045772472 O 01/01/35 0 9831017 Q72/906 F 180,000.00 T 360 178,071.62 1 6.2500 1108.29 67 6.0000 1108.29 SALT LAKE CITYUT 84105 1 09/29/04 00 7080047783485 05 11/01/04 0.0000 7080047783485 O 10/01/34 0 9831033 Q72/906 F 54,234.41 ZZ 276 52,242.02 1 6.2500 370.90 68 6.0000 370.90 SEWICKLEY PA 15143 5 10/01/04 00 4726452466 05 11/01/04 0.0000 4726452466 O 10/01/27 0 9831035 Q72/906 F 195,486.59 ZZ 276 192,506.14 1 6.1250 1322.16 73 5.8750 1322.16 ARVADA CO 80007 1 12/01/04 00 4726471204 09 01/01/05 0.0000 4726471204 O 12/01/27 0 9831037 Q72/906 F 114,790.85 ZZ 276 113,070.87 1 6.2500 785.03 80 6.0000 785.03 EAST WENATCHEEWA 98802 2 12/01/04 00 4726559852 05 01/01/05 0.0000 4726559852 O 12/01/27 0 9831049 Q72/906 F 145,200.00 ZZ 360 140,121.14 1 7.1250 978.24 100 6.8750 978.24 SCOTTSDALE AZ 85257 2 05/15/02 04 6850567058 05 07/01/02 40.0000 6850567058 O 06/01/32 0 9831057 Q72/906 F 130,939.70 ZZ 276 128,943.95 1 6.1250 885.60 83 5.8750 885.60 ANCHORAGE AK 99507 1 12/01/04 11 6856609926 05 01/01/05 25.0000 6856609926 O 12/01/27 0 9831099 Q72/906 F 515,937.48 ZZ 343 511,616.18 1 5.6250 3027.16 58 5.3750 3027.16 LIVINGSTON NJ 07039 5 12/18/04 00 7080130295413 05 03/01/05 0.0000 7080130295413 O 09/01/33 0 9831327 Q72/906 F 328,800.00 ZZ 240 316,357.72 1 6.9900 2547.21 60 6.7400 2547.21 CORAL GABLES FL 33146 5 03/22/04 00 7080137067906 05 05/01/04 0.0000 7080137067906 O 04/01/24 0 9831409 Q72/906 F 120,000.00 ZZ 360 117,830.66 1 5.5500 685.12 95 5.3000 685.12 CHAMPAIGN IL 61821 5 04/21/04 00 7080138142567 05 06/01/04 0.0000 7080138142567 O 05/01/34 0 9831447 Q72/906 F 127,000.00 ZZ 180 121,280.02 1 5.2500 1020.93 52 5.0000 1020.93 WINNFIELD LA 71483 1 08/06/04 00 7080139073233 05 10/01/04 0.0000 7080139073233 O 09/01/19 0 9831469 Q72/906 F 85,500.00 ZZ 360 84,718.42 1 6.0000 512.62 90 5.7500 512.62 WEST NEW YORK NJ 07093 5 10/26/04 01 7080140469438 01 01/01/05 25.0000 7080140469438 O 12/01/34 0 9831471 Q72/906 F 63,300.00 ZZ 180 55,771.55 1 5.5000 517.22 66 5.2500 517.22 BALTIMORE MD 21224 5 10/21/04 00 7080140490541 07 12/01/04 0.0000 7080140490541 O 11/01/19 0 9831479 Q72/906 F 67,000.00 T 300 65,315.02 1 5.5000 411.44 44 5.2500 411.44 MOULTONBOROUGHNH 03254 5 04/29/04 00 7080193871928 05 07/01/04 0.0000 7080193871928 O 06/01/29 0 9831481 Q72/906 F 76,950.00 ZZ 240 74,095.46 1 6.3750 568.07 95 6.1250 568.07 APACHE JUNCTIOAZ 85220 1 03/31/04 01 7080195519616 05 05/01/04 30.0000 7080195519616 O 04/01/24 0 9831489 Q72/906 F 113,050.00 ZZ 360 111,457.55 1 6.5000 714.55 95 6.2500 714.55 RENO NV 89502 1 05/28/04 14 7080039601448 05 07/01/04 30.0000 7080039601448 O 06/01/34 0 9832083 Q72/906 F 104,000.00 ZZ 180 98,388.57 1 5.8750 870.61 52 5.6250 870.61 LOS MOLINOS CA 96055 1 05/06/04 00 7080137087417 05 07/01/04 0.0000 7080137087417 O 06/01/19 0 9845443 Q72/U72 F 82,880.00 ZZ 360 82,238.80 1 6.8750 544.46 86 6.3750 544.46 ARLINGTON TN 38002 5 12/04/04 11 0690030994 03 01/01/05 25.0000 58837 N 12/01/34 0 9845445 Q72/U72 F 85,950.00 ZZ 360 85,275.91 1 6.8750 564.63 90 6.3750 564.63 ARLINGTON TN 38002 2 12/03/04 11 0690031000 09 01/01/05 25.0000 58855 N 12/01/34 0 9861011 Q72/W60 F 111,722.00 ZZ 240 84,967.47 1 6.8750 857.82 77 6.3750 857.82 LAYTON UT 84041 2 06/22/98 00 13859145 05 08/01/98 0.0000 10938900 O 07/01/18 0 9861695 Q72/W60 F 72,141.00 ZZ 353 68,391.98 1 6.7500 471.64 55 6.2500 471.64 KAPOLEI HI 96707 4 01/30/03 00 13861950 05 02/01/03 0.0000 3073160214 O 06/01/32 0 9883007 Q72/S48 F 200,000.00 ZZ 180 194,527.93 1 5.3750 1620.94 41 5.1250 1620.94 RIVERHEAD NY 11901 1 01/28/05 00 3300728312 05 03/01/05 0.0000 3300728312 O 02/01/20 0 9883013 Q72/S48 F 138,000.00 ZZ 360 137,023.79 1 6.0000 827.38 42 5.7500 827.38 SANTA FE NM 87501 2 01/12/05 00 6014169582 01 03/01/05 0.0000 6014169582 N 02/01/35 0 9883015 Q72/S48 F 401,000.00 ZZ 180 387,677.22 2 5.3750 3249.97 34 5.1250 3249.97 SAN FRANCISCO CA 94122 5 11/22/04 00 6044388129 05 01/01/05 0.0000 6044388129 N 12/01/19 0 9883017 Q72/S48 F 630,000.00 ZZ 360 625,218.59 1 5.6250 3626.64 73 5.3750 3626.64 WARREN NJ 07059 2 01/12/05 00 6178941792 05 03/01/05 0.0000 6178941792 O 02/01/35 0 9883623 Q72/S48 F 320,000.00 ZZ 180 308,630.64 1 5.8750 2678.78 80 5.6250 2678.78 CORAL SPRINGS FL 33067 5 10/06/04 00 3300512443 05 12/01/04 0.0000 3300512443 O 11/01/19 0 9883625 Q72/798 F 274,000.00 ZZ 360 271,400.63 4 6.3750 1709.41 63 6.1250 1709.41 ATLANTA GA 30305 2 11/01/04 00 3300787565 05 12/01/04 0.0000 3300787565 N 11/01/34 0 9883627 Q72/S48 F 250,000.00 ZZ 360 247,141.47 1 5.3750 1399.93 53 5.1250 1399.93 WASHINGTON DC 20020 1 10/22/04 00 3300819517 05 12/01/04 0.0000 3300819517 O 11/01/34 0 9883631 Q72/S48 F 119,600.00 ZZ 360 118,351.93 1 5.8750 707.48 100 5.6250 707.48 MARGATE FL 33063 2 10/08/04 04 3300890195 05 12/01/04 25.0000 3300890195 O 11/01/34 0 9883633 Q72/S48 F 395,400.00 ZZ 360 391,181.58 1 5.7500 2307.45 52 5.5000 2307.45 OAKLAND CA 94611 2 10/18/04 00 3300932765 05 12/01/04 0.0000 3300932765 O 11/01/34 0 9883635 Q72/S48 F 455,200.00 ZZ 360 451,592.32 1 6.7500 2952.42 79 6.5000 2952.42 VIRGINIA BEACHVA 23456 1 11/08/04 00 3300991563 05 01/01/05 0.0000 3300991563 N 12/01/34 0 9883637 Q72/S48 F 82,140.00 ZZ 360 80,979.98 2 6.0000 492.48 55 5.7500 492.48 ST LOUIS MO 63104 2 11/04/04 00 3301028308 05 01/01/05 0.0000 3301028308 N 12/01/34 0 9883641 Q72/S48 F 110,000.00 ZZ 360 109,129.18 1 6.1250 668.38 69 5.8750 668.38 PALMYRA VA 22963 1 12/20/04 00 3301101501 05 02/01/05 0.0000 3301101501 N 01/01/35 0 9883643 Q72/S48 F 400,862.00 ZZ 180 388,931.07 1 5.2500 3222.45 65 5.0000 3222.45 ANAHEIM CA 92807 2 11/29/04 00 3301159723 05 02/01/05 0.0000 3301159723 O 01/01/20 0 9883645 Q72/S48 F 99,000.00 ZZ 180 96,044.66 1 5.2500 795.84 33 5.0000 795.84 MIAMI FL 33134 2 12/23/04 00 3301199174 05 02/01/05 0.0000 3301199174 N 01/01/20 0 9883647 Q72/S48 F 360,000.00 ZZ 360 357,216.94 1 6.2500 2216.59 80 6.0000 2216.59 ANNAPOLIS MD 21401 1 12/29/04 00 3301235911 05 02/01/05 0.0000 3301235911 N 01/01/35 0 9883651 Q72/S48 F 249,760.00 ZZ 360 248,068.74 1 6.2500 1537.82 21 6.0000 1537.82 LOS ALTOS CA 94024 2 01/06/05 00 3301253427 05 03/01/05 0.0000 3301253427 N 02/01/35 0 9883653 Q72/S48 F 249,500.00 ZZ 360 247,807.36 1 6.2500 1536.22 47 6.0000 1536.22 SAN JOSE CA 95126 2 01/06/05 00 3301253567 05 03/01/05 0.0000 3301253567 N 02/01/35 0 9883655 Q72/S48 F 487,493.00 ZZ 360 483,457.96 1 5.8750 2883.71 75 5.6250 2883.71 BURBANK CA 91501 2 01/20/05 00 3301333468 05 03/01/05 0.0000 3301333468 O 02/01/35 0 9883657 Q72/S48 F 643,353.00 ZZ 360 639,274.17 1 5.7500 3754.44 65 5.5000 3754.44 KEY BISCAYNE FL 33149 2 02/10/05 00 3301337857 05 04/01/05 0.0000 3301337857 O 03/01/35 0 9883659 Q72/S48 F 157,700.00 ZZ 360 156,530.72 1 5.7500 920.30 83 5.5000 920.30 CHARLOTTE NC 28209 2 12/31/04 04 3301340851 05 03/01/05 12.0000 3301340851 O 02/01/35 0 9883661 Q72/S48 F 216,300.00 ZZ 360 214,733.42 1 5.8750 1279.50 47 5.6250 1279.50 SILVER SPRING MD 20906 2 01/13/05 00 3301344572 05 03/01/05 0.0000 3301344572 O 02/01/35 0 9883663 Q72/S48 F 71,426.00 ZZ 180 69,569.75 1 5.2500 574.18 51 5.0000 574.18 WEST DES MOINEIA 50265 2 01/19/05 00 3301392506 05 03/01/05 0.0000 3301392506 N 02/01/20 0 9883665 Q72/798 F 138,630.00 ZZ 360 137,751.09 1 5.7500 809.01 65 5.5000 809.01 NASHVILLE TN 37209 2 02/10/05 00 3301449702 05 04/01/05 0.0000 3301449702 N 03/01/35 0 9883667 Q72/798 F 109,024.86 ZZ 276 106,974.69 1 6.7500 778.89 65 6.5000 778.89 RENO NV 89509 1 09/01/04 00 4661563983 09 10/01/04 0.0000 4661563983 O 09/01/27 0 9883671 Q72/S48 F 555,000.00 ZZ 180 538,813.56 2 5.5000 4534.82 53 5.2500 4534.82 LOS ANGELES CA 90035 5 12/10/04 00 6011100028 05 02/01/05 0.0000 6011100028 O 01/01/20 0 9883673 Q72/S48 F 80,000.00 T 360 79,420.54 1 5.8750 473.24 34 5.6250 473.24 MIAMI FL 33131 1 01/05/05 00 6014070277 22 03/01/05 0.0000 6014070277 O 02/01/35 0 9883677 Q72/S48 F 350,000.00 ZZ 360 347,163.30 1 6.0000 2098.43 73 5.7500 2098.43 PORT ARANSAS TX 78373 5 12/09/04 00 6039879256 05 02/01/05 0.0000 6039879256 O 01/01/35 0 9883681 Q72/S48 F 74,500.00 ZZ 180 70,687.68 1 6.0000 628.68 41 5.7500 628.68 JANESVILLE CA 96114 2 08/17/04 00 6066526515 05 10/01/04 0.0000 6066526515 N 09/01/19 0 9883683 Q72/S48 F 180,000.00 ZZ 360 178,806.50 1 6.3750 1122.97 70 6.1250 1122.97 HEMET CA 92544 5 12/28/04 00 6078746960 05 03/01/05 0.0000 6078746960 O 02/01/35 0 9883687 Q72/S48 F 462,400.00 ZZ 360 458,563.16 1 5.8750 2735.28 80 5.6250 2735.28 CERRITOS CA 90703 1 12/16/04 00 6086030704 05 02/01/05 0.0000 6086030704 N 01/01/35 0 9883693 Q72/S48 F 299,950.00 ZZ 360 295,923.38 1 6.3750 1871.30 100 6.1250 1871.30 RANCHO CUCAMONCA 91701 1 06/14/04 11 6104812380 09 08/01/04 35.0000 6104812380 O 07/01/34 0 9883695 Q72/S48 F 385,000.00 ZZ 360 382,145.46 1 5.7500 2246.76 60 5.5000 2246.76 SAN JOSE CA 95120 2 01/24/05 00 6141836087 05 03/01/05 0.0000 6141836087 N 02/01/35 0 9883699 Q72/S48 F 400,000.00 ZZ 360 396,021.64 1 6.1250 2430.45 70 5.8750 2430.45 HOUSTON TX 77005 5 10/19/04 00 6217746970 05 12/01/04 0.0000 6217746970 O 11/01/34 0 9883701 Q72/S48 F 359,650.00 ZZ 180 350,304.28 1 5.2500 2891.15 48 5.0000 2891.15 EL CAJON CA 92020 2 01/04/05 00 6219807945 05 03/01/05 0.0000 6219807945 O 02/01/20 0 9883705 Q72/S48 F 460,000.00 ZZ 360 445,628.37 1 6.3750 2869.81 61 6.1250 2869.81 MARBLEHEAD MA 01945 1 12/17/04 00 6295530288 05 02/01/05 0.0000 6295530288 N 01/01/35 0 9883707 Q72/S48 F 437,500.00 T 360 432,000.84 1 5.8750 2587.98 70 5.6250 2587.98 RICHMOND CA 94804 1 08/03/04 00 6307276839 05 10/01/04 0.0000 6307276839 O 09/01/34 0 9883709 Q72/S48 F 699,583.00 ZZ 360 692,881.89 1 5.7500 4082.58 64 5.5000 4082.58 SAINT AUGUSTINFL 32080 1 12/01/04 00 6310060055 05 01/01/05 0.0000 6310060055 O 12/01/34 0 9883715 Q72/S48 F 450,000.00 ZZ 360 445,689.57 1 5.7500 2626.08 70 5.5000 2626.08 IRVINE CA 92620 5 11/23/04 00 6382744214 05 01/01/05 0.0000 6382744214 O 12/01/34 0 9883719 Q72/S48 F 300,000.00 ZZ 180 286,454.84 1 6.2500 2572.27 55 6.0000 2572.27 MINDEN NV 89423 1 08/01/04 00 6417074322 05 09/01/04 0.0000 6417074322 O 08/01/19 0 9883727 Q72/S48 F 96,000.00 ZZ 180 92,519.32 1 5.6250 790.79 20 5.3750 790.79 VENTURA CA 93001 1 10/07/04 00 6512786002 05 12/01/04 0.0000 6512786002 N 11/01/19 0 9883731 Q72/S48 F 532,000.00 ZZ 360 524,996.37 1 5.6250 3062.49 80 5.3750 3062.49 GREENVILLE NC 27834 1 08/02/04 00 6534849879 09 10/01/04 0.0000 6534849879 O 09/01/34 0 9883737 Q72/798 F 121,450.00 ZZ 360 120,776.24 1 6.5000 767.65 70 6.2500 767.65 DELTONA FL 32725 5 02/09/05 00 6556901582 05 04/01/05 0.0000 6556901582 N 03/01/35 0 9883739 Q72/S48 F 420,000.00 ZZ 360 415,605.40 1 6.3750 2620.26 48 6.1250 2620.26 LAS VEGAS NV 89117 2 09/09/04 00 6557029284 05 11/01/04 0.0000 6557029284 O 10/01/34 0 9883741 Q72/S48 F 106,000.00 T 360 104,895.06 1 5.8750 627.04 79 5.6250 627.04 CENTRAL UT 84722 1 10/18/04 00 6172907864 05 12/01/04 0.0000 6172907864 O 11/01/34 0 9883749 Q72/S48 F 369,000.00 ZZ 360 364,588.31 1 5.8750 2182.78 57 5.6250 2182.78 DALY CITY CA 94015 2 11/18/04 00 6251174303 05 01/01/05 0.0000 6251174303 O 12/01/34 0 9883751 Q72/S48 F 170,000.00 ZZ 180 164,465.77 1 5.6250 1400.35 49 5.3750 1400.35 LAS VEGAS NV 89123 5 11/16/04 00 6286680100 01 01/01/05 0.0000 6286680100 O 12/01/19 0 9883753 Q72/S48 F 362,900.00 ZZ 360 360,652.65 1 5.8750 2146.70 55 5.6250 2146.70 BULVERDE TX 78163 5 01/31/05 00 6320514760 05 04/01/05 0.0000 6320514760 O 03/01/35 0 9883755 Q72/S48 F 237,446.45 ZZ 357 221,729.82 1 5.7500 1390.05 75 5.5000 1390.05 PEMBROKE PINESFL 33029 1 03/08/05 00 6329060096 09 05/01/05 0.0000 6329060096 O 01/01/35 0 9883759 Q72/S48 F 108,000.00 ZZ 180 54,578.07 1 5.7500 896.85 32 5.5000 896.85 TAHLEQUAH OK 74464 1 07/01/04 00 6398537073 05 08/01/04 0.0000 6398537073 O 07/01/19 0 9883761 Q72/S48 F 428,549.00 T 180 417,412.91 1 5.2500 3445.01 58 5.0000 3445.01 COROLLA NC 27927 4 04/14/04 00 6717032525 09 03/01/05 0.0000 6717032525 O 02/01/20 0 9883765 Q72/S48 F 184,000.00 T 360 181,745.99 2 5.8750 1088.43 79 5.6250 1088.43 FAWNSKIN CA 92333 1 09/13/04 00 6412616531 05 11/01/04 0.0000 6412616531 O 10/01/34 0 9883767 Q72/S48 F 296,000.00 T 360 293,818.20 1 6.5000 1870.93 80 6.2500 1870.93 WESTON FL 33327 1 12/29/04 00 6433190219 09 02/01/05 0.0000 6433190219 O 01/01/35 0 9883769 Q72/S48 F 415,600.00 ZZ 180 403,104.73 1 5.1250 3313.67 80 4.8750 3313.67 BONITA SPRINGSFL 34134 1 12/23/04 00 6448932423 01 02/01/05 0.0000 6448932423 N 01/01/20 0 9883771 Q72/S48 F 312,300.00 ZZ 360 308,646.38 1 5.2500 1724.54 57 5.0000 1724.54 SAN FRANCISCO CA 94112 2 10/28/04 00 6459902786 05 12/01/04 0.0000 6459902786 O 11/01/34 0 9883777 Q72/S48 F 424,000.00 ZZ 360 420,481.78 1 5.8750 2508.13 80 5.6250 2508.13 PAICINES CA 95043 1 12/09/04 00 6525230451 05 02/01/05 0.0000 6525230451 O 01/01/35 0 9883779 Q72/S48 F 50,000.00 ZZ 360 49,451.54 1 6.1250 303.81 84 5.8750 303.81 STOVER MO 65078 1 09/16/04 11 6547610490 05 11/01/04 30.0000 6547610490 O 10/01/34 0 9883783 Q72/S48 F 61,160.00 ZZ 360 60,476.30 1 6.5000 386.58 65 6.2500 386.58 HOUSTON TX 77017 1 08/02/04 12 6549637921 05 10/01/04 30.0000 6549637921 O 09/01/34 0 9883787 Q72/S48 F 88,595.00 ZZ 360 87,953.29 1 5.8750 524.08 47 5.6250 524.08 GROVELAND FL 34736 1 01/14/05 00 6591986598 09 03/01/05 0.0000 6591986598 O 02/01/35 0 9883789 Q72/S48 F 185,000.00 ZZ 360 182,828.20 1 6.2500 1139.08 100 6.0000 1139.08 WINCHESTER VA 22602 1 08/20/04 10 6594628197 05 10/01/04 35.0000 6594628197 O 09/01/34 0 9883791 Q72/S48 F 503,750.00 ZZ 360 499,267.51 1 5.5000 2860.24 65 5.2500 2860.24 BURBANK CA 91501 5 12/27/04 00 6611702306 05 02/01/05 0.0000 6611702306 N 01/01/35 0 9883793 Q72/S48 F 485,000.00 ZZ 360 481,160.75 1 6.1250 2946.92 55 5.8750 2946.92 SANTA CLARITA CA 91321 2 12/24/04 00 6617602005 05 02/01/05 0.0000 6617602005 O 01/01/35 0 9883797 Q72/S48 F 900,000.00 ZZ 360 888,606.03 1 5.8750 5323.85 80 5.6250 5323.85 SUMTER SC 29154 1 12/06/04 00 6650342055 05 02/01/05 0.0000 6650342055 O 01/01/35 0 9883799 Q72/S48 F 244,000.00 ZZ 360 242,022.38 1 6.0000 1462.91 74 5.7500 1462.91 WINTERVILLE NC 28590 1 12/14/04 00 6655932595 05 02/01/05 0.0000 6655932595 O 01/01/35 0 9883801 Q72/S48 F 80,000.00 ZZ 360 79,276.01 1 6.6250 512.25 49 6.3750 512.25 OCALA FL 34471 1 10/20/04 00 6663009584 05 12/01/04 0.0000 6663009584 N 11/01/34 0 9883803 Q72/S48 F 154,500.00 ZZ 360 152,521.47 1 6.6250 989.29 100 6.3750 989.29 PASADENA TX 77505 1 06/25/04 12 6734775270 05 08/01/04 35.0000 6734775270 O 07/01/34 0 9883813 Q72/S48 F 393,000.00 ZZ 360 388,807.14 1 5.7500 2293.45 80 5.5000 2293.45 CORONA AREA CA 92880 1 10/07/04 00 6826105444 05 12/01/04 0.0000 6826105444 O 11/01/34 0 9883815 Q72/S48 F 400,000.00 T 240 393,860.92 1 5.2500 2695.38 67 5.0000 2695.38 HAILEY ID 83333 5 02/08/05 00 6830179708 05 04/01/05 0.0000 6830179708 O 03/01/25 0 9883817 Q72/S48 F 339,000.00 ZZ 348 334,784.47 1 5.8750 2030.84 68 5.6250 2030.84 GARDEN GROVE CA 92845 5 09/08/04 00 6836223716 05 11/01/04 0.0000 6836223716 O 10/01/33 0 9883823 Q72/798 F 200,000.00 ZZ 360 198,128.43 1 5.8750 1183.08 62 5.6250 1183.08 WOODLAND CA 95695 1 11/10/04 00 6898453599 05 01/01/05 0.0000 6898453599 N 12/01/34 0 9883829 Q72/S48 F 631,000.00 ZZ 360 626,639.88 3 6.1250 3834.03 54 5.8750 3834.03 CHICAGO IL 60610 5 01/05/05 00 6977032405 05 03/01/05 0.0000 6977032405 N 02/01/35 0 9883833 Q72/S48 F 171,610.00 ZZ 120 118,012.58 1 5.2500 1841.24 48 5.0000 1841.24 PLANO TX 75093 2 12/11/02 00 7016915196 05 02/01/03 0.0000 7016915196 O 01/01/13 0 9883835 Q72/S48 F 117,118.94 ZZ 166 106,950.55 1 4.3250 947.47 56 4.0750 947.47 MIAMI FL 33193 2 04/08/04 00 7062915157 05 05/05/04 0.0000 7062915157 O 02/05/18 0 9883841 Q72/S48 F 168,800.00 ZZ 360 167,548.40 1 5.7500 985.08 79 5.5000 985.08 FRANKLIN PARK IL 60131 2 12/29/04 00 6636726090 05 03/01/05 0.0000 6636726090 O 02/01/35 0 9883843 Q72/S48 F 650,000.00 ZZ 180 630,117.24 2 5.3750 5268.03 57 5.1250 5268.03 SAN FRANCISCO CA 94116 2 12/06/04 00 6683669391 05 02/01/05 0.0000 6683669391 N 01/01/20 0 9883845 Q72/S48 F 406,000.00 ZZ 360 402,019.55 1 5.6250 2337.17 70 5.3750 2337.17 SAN FRANCISCO CA 94114 1 11/18/04 00 6684568600 01 01/01/05 0.0000 6684568600 N 12/01/34 0 9883847 Q72/S48 F 920,000.00 T 360 908,702.22 1 6.0000 5515.87 77 5.7500 5515.87 WAVES NC 27982 1 09/01/04 00 6704152104 05 10/01/04 0.0000 6704152104 O 09/01/34 0 9883849 Q72/S48 F 140,000.00 ZZ 180 134,346.85 1 5.5000 1143.92 80 5.2500 1143.92 RITZVILLE WA 99169 1 10/01/04 00 6742745281 05 11/01/04 0.0000 6742745281 O 10/01/19 0 9883853 Q72/S48 F 266,000.00 ZZ 360 264,247.66 2 6.3750 1659.50 70 6.1250 1659.50 GLOUCESTER MA 01930 2 01/12/05 00 6780972243 05 03/01/05 0.0000 6780972243 N 02/01/35 0 9883855 Q72/S48 F 949,895.00 ZZ 360 934,859.50 1 5.8750 5618.99 38 5.6250 5618.99 SULLIVANS ISLASC 29482 1 06/01/04 00 6797762116 05 07/01/04 0.0000 6797762116 O 06/01/34 0 9883859 Q72/S48 F 50,000.00 ZZ 360 49,483.33 1 6.6250 320.16 95 6.3750 320.16 EL PASO TX 79934 1 09/20/04 12 6822192453 05 11/01/04 35.0000 6822192453 O 10/01/34 0 9883861 Q72/S48 F 279,200.00 T 180 268,662.02 1 5.1250 2226.12 80 4.8750 2226.12 MIDDLETOWN CA 95461 1 10/21/04 00 6844514148 05 12/01/04 0.0000 6844514148 O 11/01/19 0 9883867 Q72/S48 F 333,700.00 T 360 331,047.04 1 5.3750 1868.63 56 5.1250 1868.63 MCARTHUR CA 96056 1 01/04/05 00 6903081989 05 03/01/05 0.0000 6903081989 O 02/01/35 0 9883869 Q72/S48 F 116,800.00 T 360 115,582.54 1 5.8750 690.92 73 5.6250 690.92 YUMA AZ 85365 1 10/04/04 00 6907833179 05 12/01/04 0.0000 6907833179 O 11/01/34 0 9883871 Q72/S48 F 270,000.00 ZZ 360 268,288.21 1 5.7500 1575.65 72 5.5000 1575.65 DALLAS OR 97338 2 02/11/05 00 6910935078 09 04/01/05 0.0000 6910935078 O 03/01/35 0 9883873 Q72/S48 F 192,000.00 T 180 186,343.10 1 5.3750 1556.10 80 5.1250 1556.10 WELCHES OR 97067 1 12/23/04 00 6984317104 05 02/01/05 0.0000 6984317104 O 01/01/20 0 9883877 Q72/S48 F 423,750.00 ZZ 360 420,822.40 1 6.1250 2574.76 75 5.8750 2574.76 ARLINGTON VA 22204 1 01/18/05 00 6987956643 05 03/01/05 0.0000 6987956643 N 02/01/35 0 9952689 Q72/B51 F 483,200.00 ZZ 360 479,095.77 1 5.7500 2819.82 80 5.2500 2819.82 LONG BEACH CA 90808 5 12/03/04 00 0810004180 05 02/01/05 0.0000 14100354 O 01/01/35 0 9987579 Q72/X56 F 134,800.00 ZZ 360 134,209.68 1 6.7200 871.63 80 6.2200 871.63 NORTH CHARLESTSC 29418 2 04/04/05 00 400081 05 05/08/05 0.0000 2010050332620 O 04/08/35 0 10024099 Q72/X56 F 294,300.00 ZZ 360 292,181.94 1 6.6500 1889.31 90 6.1500 1889.31 METHUEN MA 01844 5 12/31/04 00 103356382 05 02/01/05 0.0000 103356382 O 01/01/35 0 10024107 Q72/X56 F 133,500.00 ZZ 360 132,962.38 1 6.5000 843.82 77 6.0000 843.82 RUSSELLVILLE TN 37860 5 04/25/05 00 111714564 05 06/01/05 0.0000 111714564 O 05/01/35 0 10024125 Q72/X56 F 103,950.00 ZZ 360 103,493.02 1 6.7000 670.77 124 6.2000 670.77 LAKELAND FL 33811 5 03/28/05 00 113692107 05 05/01/05 0.0000 113692107 O 04/01/35 0 10024129 Q72/X56 F 150,000.00 ZZ 240 148,061.79 1 6.1500 1087.67 103 5.6500 1087.67 SAINT PETERSBUFL 33702 5 02/16/05 00 109772061 05 04/01/05 0.0000 109772061 O 03/01/25 0 10024231 Q72/X56 F 226,000.00 ZZ 180 220,473.30 1 5.9900 1905.90 80 5.4900 1905.90 WALKER MN 56484 5 01/26/05 00 104960620 05 03/01/05 0.0000 104960620 O 02/01/20 0 10024261 Q72/X56 F 363,500.00 ZZ 360 362,064.89 4 7.2500 2479.72 56 6.7500 2479.72 LOS ANGELES CA 90018 5 03/30/05 00 112935465 05 05/01/05 0.0000 112935465 N 04/01/35 0 10024289 Q72/X56 F 83,750.00 ZZ 360 83,444.27 1 5.8750 495.42 77 5.3750 495.42 ARLINGTON TX 76053 5 05/06/05 00 115723280 05 07/01/05 0.0000 115723280 O 06/01/35 0 10024297 Q72/X56 F 261,000.00 ZZ 360 259,130.81 1 6.6500 1675.53 87 6.1500 1675.53 FORT WAYNE IN 46825 2 12/29/04 00 103624904 05 02/01/05 0.0000 103624904 O 01/01/35 0 10024299 Q72/X56 F 181,000.00 ZZ 360 179,827.38 1 6.2000 1108.57 84 5.7000 1108.57 BEAVER FALLS PA 15010 5 02/04/05 00 107081507 05 04/01/05 0.0000 107081507 O 03/01/35 0 10024355 Q72/X56 F 250,000.00 ZZ 360 248,444.50 1 5.8500 1474.86 27 5.3500 1474.86 NEW YORK NY 10014 5 02/16/05 00 107691982 01 04/01/05 0.0000 107691982 O 03/01/35 0 10024385 Q72/X56 F 141,700.00 ZZ 360 140,306.30 1 6.7000 914.36 82 6.2000 914.36 SQUAW VALLEY CA 93675 5 09/30/04 00 92036540 27 11/01/04 0.0000 92036540 O 10/01/34 0 10024387 Q72/X56 F 147,500.00 ZZ 300 145,603.77 1 6.2000 968.46 66 5.7000 968.46 LAS VEGAS NV 89108 5 11/12/04 00 96684147 05 01/01/05 0.0000 96684147 O 12/01/29 0 10024389 Q72/X56 F 222,300.00 ZZ 360 220,425.56 3 6.9900 1477.48 90 6.4900 1477.48 NEW BEDFORD MA 02746 5 10/20/04 00 95577524 05 12/01/04 0.0000 95577524 O 11/01/34 0 10024433 Q72/X56 F 382,050.00 ZZ 360 378,938.97 1 5.7500 2229.55 90 5.2500 2229.55 RENO NV 89511 2 01/24/05 00 103654224 05 03/01/05 0.0000 103654224 O 02/01/35 0 10024445 Q72/X56 F 157,500.00 ZZ 360 155,213.97 1 5.5000 894.27 90 5.0000 894.27 LENEXA KS 66215 5 03/31/05 00 114080500 05 05/01/05 0.0000 114080500 O 04/01/35 0 10024467 Q72/X56 F 333,000.00 ZZ 360 331,133.25 1 7.9000 2420.27 90 7.4000 2420.27 BAY SHORE NY 11706 5 12/24/04 00 104171780 05 02/01/05 0.0000 104171780 O 01/01/35 0 10024503 Q72/X56 F 62,000.00 ZZ 360 61,421.01 1 8.2500 465.79 47 7.7500 465.79 WEST VALLEY CIUT 84120 5 06/21/04 00 78267960 09 08/01/04 0.0000 78267960 O 07/01/34 0 10024511 Q72/X56 F 62,100.00 T 360 61,614.54 1 8.7500 488.55 83 8.2500 488.55 ROCKLEDGE FL 32955 5 07/09/04 00 83693606 05 09/01/04 0.0000 83693606 O 08/01/34 0 10024537 Q72/X56 F 300,500.00 ZZ 360 297,745.99 1 5.9900 1799.72 59 5.4900 1799.72 BRISBANE CA 94005 5 11/18/04 00 99028342 05 01/01/05 0.0000 99028342 O 12/01/34 0 10024543 Q72/X56 F 70,400.00 ZZ 360 69,683.36 1 6.9900 467.91 69 6.4900 467.91 TULARE CA 93274 5 07/28/04 00 87008827 05 10/01/04 0.0000 87008827 O 09/01/34 0 10024553 Q72/X56 F 373,500.00 ZZ 300 367,083.63 1 6.1000 2429.35 74 5.6000 2429.35 GIG HARBOR WA 98335 2 11/30/04 00 99385189 05 01/01/05 0.0000 99385189 O 12/01/29 0 10024569 Q72/X56 F 101,081.00 ZZ 360 99,235.01 1 6.9000 665.72 60 6.4000 665.72 MEDFORD WI 54451 5 10/28/04 00 95862207 05 12/01/04 0.0000 95862207 O 11/01/34 0 10024575 Q72/X56 F 131,600.00 ZZ 360 130,408.27 1 6.0500 793.25 79 5.5500 793.25 ASTON PA 19014 2 11/29/04 00 100733609 05 01/01/05 0.0000 100733609 O 12/01/34 0 10024585 Q72/X56 F 90,000.00 ZZ 360 88,716.73 1 6.5000 568.87 65 6.0000 568.87 KISSIMMEE FL 34743 2 05/17/04 00 78359841 05 07/01/04 0.0000 78359841 O 06/01/34 0 10024603 Q72/X56 F 100,000.00 ZZ 180 91,948.60 2 7.7500 941.28 87 7.2500 941.28 RAPID CITY SD 57701 5 07/09/03 00 49915630 05 09/01/03 0.0000 49915630 O 08/01/18 0 10024611 Q72/X56 F 263,000.00 ZZ 360 261,490.81 1 8.4000 2003.64 77 7.9000 2003.64 APPLE VALLEY CA 92307 5 11/09/04 00 99222804 05 01/01/05 0.0000 99222804 O 12/01/34 0 10024619 Q72/X56 F 450,500.00 ZZ 360 447,378.71 3 7.9900 3302.47 85 7.4900 3302.47 DILLSBURG PA 17019 5 10/29/04 00 97742829 05 12/01/04 0.0000 97742829 O 11/01/34 0 10024625 Q72/X56 F 115,000.00 ZZ 360 112,643.74 1 5.5000 652.96 26 5.0000 652.96 LAHAINA HI 96761 5 02/11/04 00 68776160 05 04/01/04 0.0000 68776160 O 03/01/34 0 10024643 Q72/X56 F 98,678.00 ZZ 360 97,895.88 1 6.7500 640.03 90 6.2500 640.03 BATH SD 57427 2 11/24/04 00 98866080 05 01/01/05 0.0000 98866080 O 12/01/34 0 10024677 Q72/X56 F 305,000.00 ZZ 360 303,537.86 1 6.2500 1877.94 71 5.7500 1877.94 NORTH READING MA 01864 5 03/24/05 00 114435621 05 05/01/05 0.0000 114435621 O 04/01/35 0 10024693 Q72/X56 F 166,500.00 ZZ 360 165,338.44 1 6.9900 1106.62 90 6.4900 1106.62 CHARDON OH 44024 5 12/21/04 00 101513109 05 02/01/05 0.0000 101513109 O 01/01/35 0 10024701 Q72/X56 F 188,000.00 ZZ 360 186,417.96 1 5.8000 1103.10 43 5.3000 1103.10 CORONA CA 92882 5 12/31/04 00 104828983 09 02/01/05 0.0000 104828983 O 01/01/35 0 10024715 Q72/X56 F 208,800.00 ZZ 360 207,876.97 1 8.4000 1590.72 90 7.9000 1590.72 SPRING HILL FL 34607 5 01/14/05 00 104706726 05 03/01/05 0.0000 104706726 O 02/01/35 0 10024727 Q72/X56 F 106,000.00 ZZ 360 105,248.09 1 6.7000 684.00 77 6.2000 684.00 DUNDALK MD 21222 5 12/20/04 00 102971868 05 02/01/05 0.0000 102971868 O 01/01/35 0 10024747 Q72/X56 F 141,500.00 ZZ 180 137,808.63 1 6.8500 1260.01 43 6.3500 1260.01 WEST GROVE PA 19390 5 12/17/04 00 101008282 05 02/01/05 0.0000 101008282 O 01/01/20 0 10024793 Q72/X56 F 98,500.00 ZZ 240 96,168.53 1 7.3000 781.51 81 6.8000 781.51 OGLESBY IL 60148 5 11/10/04 00 98627805 05 01/01/05 0.0000 98627805 O 12/01/24 0 10024807 Q72/X56 F 405,000.00 ZZ 360 401,248.16 1 6.5000 2559.88 90 6.0000 2559.88 DESTIN FL 32541 5 10/21/04 00 95338927 05 12/01/04 0.0000 95338927 O 11/01/34 0 10024939 Q72/X56 F 274,000.00 ZZ 360 271,861.61 1 6.2000 1678.17 73 5.7000 1678.17 QUEENS VILLAGENY 11429 2 12/20/04 00 103376661 05 02/01/05 0.0000 103376661 O 01/01/35 0 10024949 Q72/X56 F 122,900.00 ZZ 360 122,075.75 1 6.9900 816.84 69 6.4900 816.84 ORLANDO FL 32807 5 12/28/04 00 102468766 05 02/01/05 0.0000 102468766 O 01/01/35 0 10025015 Q72/X56 F 382,000.00 ZZ 360 379,672.96 1 5.9900 2287.83 70 5.4900 2287.83 MERCER WI 54547 5 02/24/05 00 108250689 05 04/01/05 0.0000 108250689 O 03/01/35 0 10025021 Q72/X56 F 142,000.00 ZZ 360 141,060.04 1 6.3500 883.58 43 5.8500 883.58 SUISUN CITY CA 94585 5 01/31/05 00 107809360 05 03/01/05 0.0000 107809360 O 02/01/35 0 10025023 Q72/X56 F 124,000.00 ZZ 360 122,708.98 1 5.7500 723.64 75 5.2500 723.64 GOODYEAR AZ 85338 5 02/28/05 00 108861188 05 04/01/05 0.0000 108861188 O 03/01/35 0 10025173 Q72/X56 F 103,099.00 ZZ 360 102,664.01 1 7.8500 745.76 58 7.3500 745.76 CALLICOON NY 12723 5 02/08/05 00 108937145 05 04/01/05 0.0000 108937145 O 03/01/35 0 10025193 Q72/X56 F 436,000.00 ZZ 360 432,692.98 1 6.3500 2712.95 80 5.8500 2712.95 MASARYKTOWN FL 34604 5 12/16/04 00 98139645 05 02/01/05 0.0000 98139645 O 01/01/35 0 10025201 Q72/X56 F 84,725.00 ZZ 360 84,135.46 1 5.2500 467.86 74 4.7500 467.86 COLUMBUS OH 43207 5 02/24/05 00 110000460 05 04/01/05 0.0000 110000460 O 03/01/35 0 10025305 Q72/X56 F 468,881.00 ZZ 360 465,555.18 1 6.7000 3025.59 104 6.2000 3025.59 CHULA VISTA CA 91910 5 12/07/04 00 101916906 05 02/01/05 0.0000 101916906 O 01/01/35 0 10025353 Q72/X56 F 202,500.00 T 360 201,880.51 1 5.9000 1201.11 89 5.4000 1201.11 LAKELAND FL 33803 5 05/13/05 00 78935152 05 07/01/05 0.0000 78935152 O 06/01/35 0 10025359 Q72/X56 F 120,000.00 ZZ 360 118,994.54 1 7.3500 826.77 71 6.8500 826.77 OREGON WI 53575 5 12/16/04 00 101228401 05 02/01/05 0.0000 101228401 N 01/01/35 0 10025373 Q72/X56 F 95,000.00 ZZ 360 94,494.52 1 5.7000 551.39 52 5.2000 551.39 LAUDERHILL FL 33313 5 04/04/05 00 73705592 05 05/01/05 0.0000 73705592 O 04/01/35 0 10025387 Q72/X56 F 105,750.00 ZZ 360 105,028.33 1 6.9000 696.47 90 6.4000 696.47 HARRISBURG PA 17112 2 01/13/05 00 69616670 05 02/01/05 0.0000 69616670 O 01/01/35 0 10025585 Q72/X56 F 113,000.00 ZZ 360 112,279.69 1 7.2500 770.86 88 6.7500 770.86 TULSA OK 74104 5 12/20/04 00 102326907 05 02/01/05 0.0000 102326907 N 01/01/35 0 10025659 Q72/X56 F 315,000.00 ZZ 360 312,610.70 1 6.3500 1960.05 82 5.8500 1960.05 LA HABRA CA 90631 5 12/09/04 00 101948883 05 02/01/05 0.0000 101948883 O 01/01/35 0 10025663 Q72/X56 F 165,500.00 ZZ 360 164,588.69 1 7.3000 1134.62 82 6.8000 1134.62 KLAMATH FALLS OR 97603 5 01/28/05 00 107354904 05 03/01/05 0.0000 107354904 O 02/01/35 0 10025673 Q72/X56 F 149,000.00 ZZ 360 148,222.00 1 5.8000 874.27 58 5.3000 874.27 MATTAWAN MI 49071 5 03/10/05 00 109678581 05 05/01/05 0.0000 109678581 O 04/01/35 0 10025743 Q72/X56 F 153,500.00 ZZ 360 152,771.12 1 6.3000 950.13 63 5.8000 950.13 VISALIA CA 93292 5 03/23/05 00 113537161 05 05/01/05 0.0000 113537161 O 04/01/35 0 10025753 Q72/X56 F 424,000.00 ZZ 360 420,530.99 1 5.9500 2528.49 80 5.4500 2528.49 RESEDA CA 91335 5 12/31/04 00 103138467 05 02/01/05 0.0000 103138467 O 01/01/35 0 10025787 Q72/X56 F 141,500.00 ZZ 360 140,720.84 1 7.9900 1037.30 82 7.4900 1037.30 POMPANO BEACH FL 33064 5 12/23/04 00 103762423 05 02/01/05 0.0000 103762423 O 01/01/35 0 10025811 Q72/X56 F 99,000.00 ZZ 360 98,477.39 1 8.2000 740.28 88 7.7000 740.28 BALTIMORE MD 21212 5 12/29/04 00 103980728 05 02/01/05 0.0000 103980728 O 01/01/35 0 10025815 Q72/X56 F 200,500.00 ZZ 360 198,863.69 1 5.9900 1200.82 30 5.4900 1200.82 SAN FRANCISCO CA 94131 5 12/30/04 00 98358443 01 02/01/05 0.0000 98358443 O 01/01/35 0 10025835 Q72/X56 F 372,000.00 ZZ 360 369,534.31 2 7.0500 2487.43 79 6.5500 2487.43 BROOKLYN NY 11207 5 12/30/04 00 103744207 05 02/01/05 0.0000 103744207 O 01/01/35 0 10025855 Q72/X56 F 127,800.00 ZZ 360 127,202.60 1 8.8000 1009.98 90 8.3000 1009.98 BRANDON FL 33510 5 12/28/04 00 103414322 09 02/01/05 0.0000 103414322 O 01/01/35 0 10025869 Q72/X56 F 171,000.00 ZZ 360 170,287.39 1 7.7500 1225.07 80 7.2500 1225.07 HOMESTEAD FL 33033 5 03/28/05 00 114331705 05 05/01/05 0.0000 114331705 O 04/01/35 0 10025875 Q72/X56 F 376,400.00 ZZ 360 373,188.84 1 5.7500 2196.57 80 5.2500 2196.57 HOT SPRINGS VIAR 71909 5 12/30/04 00 102080520 09 02/01/05 0.0000 102080520 O 01/01/35 0 10025901 Q72/X56 F 115,700.00 ZZ 360 115,093.82 1 6.7500 750.43 89 6.2500 750.43 COLDWATER MI 49036 5 02/08/05 00 108168089 05 04/01/05 0.0000 108168089 O 03/01/35 0 10025969 Q72/X56 F 76,000.00 ZZ 240 75,216.69 1 6.5000 566.64 95 6.0000 566.64 NASHVILLE TN 37203 2 03/31/05 00 71056154 05 05/01/05 0.0000 71056154 O 04/01/25 0 10026011 Q72/X56 F 68,400.00 ZZ 360 68,087.44 1 6.5000 432.34 59 6.0000 432.34 PHOENIX AZ 85031 2 03/30/05 00 109308627 05 05/01/05 0.0000 109308627 O 04/01/35 0 10026025 Q72/X56 F 141,600.00 ZZ 360 140,486.83 1 8.1000 1048.90 80 7.6000 1048.90 LANSING MI 48917 2 02/23/05 00 108948563 05 04/01/05 0.0000 108948563 O 03/01/35 0 10026043 Q72/X56 F 60,000.00 ZZ 360 59,753.07 2 7.9900 439.85 62 7.4900 439.85 JACKSONVILLE FL 32209 5 02/22/05 00 108273889 05 04/01/05 0.0000 108273889 O 03/01/35 0 10026089 Q72/X56 F 160,000.00 ZZ 300 159,192.42 1 6.9500 1125.75 89 6.4500 1125.75 COLLIERVILLE TN 38017 5 04/30/05 00 114907660 05 06/01/05 0.0000 114907660 O 05/01/30 0 10026121 Q72/X56 F 162,000.00 ZZ 360 161,020.14 1 6.9500 1072.36 64 6.4500 1072.36 STOCKTON CA 95205 5 01/24/05 00 104765888 05 03/01/05 0.0000 104765888 O 02/01/35 0 10026171 Q72/X56 F 67,500.00 ZZ 180 66,524.66 1 5.5000 551.54 90 5.0000 551.54 DOUGHERTY OK 73032 5 04/22/05 00 115522880 05 06/01/05 0.0000 115522880 O 05/01/20 0 10027427 Q72/X56 F 290,000.00 ZZ 240 285,962.93 1 6.8500 2222.34 76 6.3500 2222.34 WAIPAHU HI 96797 5 12/30/04 00 105134985 05 03/01/05 0.0000 105134985 O 02/01/25 0 10027887 Q72/X56 F 157,500.00 ZZ 360 157,040.60 1 6.1500 959.54 90 5.6500 959.54 SAINT CLAIR SHMI 48082 5 05/13/05 00 78312154 05 07/01/05 0.0000 78312154 O 06/01/35 0 10028015 Q72/X56 F 189,500.00 ZZ 360 188,487.76 1 6.6500 1216.53 47 6.1500 1216.53 APACHE JUNCTIOAZ 85219 5 02/28/05 00 110461548 05 04/01/05 0.0000 110461548 O 03/01/35 0 10028081 Q72/X56 F 51,800.00 ZZ 360 51,433.54 1 6.0000 310.57 70 5.5000 310.57 TAMPA FL 33612 2 01/20/05 00 101523488 05 03/01/05 0.0000 101523488 O 02/01/35 0 10028193 Q72/X56 F 118,000.00 ZZ 360 117,840.83 1 5.5000 540.83 20 5.0000 540.10 WALTHAM MA 02453 2 05/03/05 00 115725186 05 07/01/05 0.0000 115725186 O 06/01/35 0 10028213 Q72/X56 F 309,406.00 ZZ 240 306,339.07 1 5.7500 2172.29 90 5.2500 2172.29 HUDSON WI 54016 5 05/03/05 00 119020667 05 07/01/05 0.0000 119020667 O 06/01/25 0 10028417 Q72/X56 F 300,000.00 ZZ 360 297,975.98 1 6.2500 1847.16 38 5.7500 1847.16 SANTA ROSA CA 95404 5 01/07/05 00 64710858 05 03/01/05 0.0000 64710858 O 02/01/35 0 10028501 Q72/X56 F 104,400.00 ZZ 360 103,603.86 1 6.9500 691.08 90 6.4500 691.08 GREENVILLE MI 48838 5 11/30/04 00 67655399 05 01/01/05 0.0000 67655399 O 12/01/34 0 10038837 Q72/B51 F 106,500.00 ZZ 360 103,230.65 1 6.5500 676.66 93 6.0500 676.66 DALLAS TX 75235 2 04/19/04 00 452668 05 05/28/04 0.0000 452668 O 04/28/34 0 10038867 Q72/B51 F 64,000.00 ZZ 360 63,334.23 1 8.7000 501.21 80 8.2000 501.21 LANCASTER TX 75134 5 07/06/04 00 536572 05 09/01/04 0.0000 536572 O 08/01/34 0 10038949 Q72/B51 F 76,200.00 ZZ 240 71,852.54 1 8.2500 649.28 87 7.7500 649.28 HOUSTON TX 77012 2 01/30/04 00 436632 05 03/09/04 0.0000 436632 O 02/09/24 0 10046891 Q72/U72 F 160,000.00 ZZ 360 159,668.49 1 7.8900 1161.78 45 7.3900 1161.78 PALMDALE CA 93550 5 05/12/05 00 0655493237 05 07/01/05 0.0000 2360050562350 N 06/01/35 0 10060567 Q72/X56 F 120,000.00 ZZ 360 119,094.40 1 6.9900 797.56 80 6.4900 797.56 PITTSBURGH PA 15234 5 01/21/05 00 11128569 05 03/01/05 0.0000 11128569 O 02/01/35 0 10060579 Q72/X56 F 294,000.00 ZZ 360 291,436.42 1 6.2500 1810.21 100 5.7500 1810.21 RAYMOND CA 93653 1 11/22/04 10 74004328 05 01/01/05 35.0000 74004328 O 12/01/34 0 10060589 Q72/B51 F 123,210.00 T 360 121,975.57 1 7.5000 861.51 90 7.0000 861.51 FORT MYERS FL 33919 1 07/14/04 01 49086416 01 09/01/04 25.0000 49086416 O 08/01/34 0 10060601 Q72/X56 F 488,000.00 ZZ 360 479,862.80 1 5.8750 2886.70 80 5.3750 2886.70 SAN ANTONIO TX 78212 5 05/13/04 00 3193459 05 07/01/04 0.0000 3193459 O 06/01/34 0 10060625 Q72/X56 F 294,400.00 ZZ 360 290,142.82 1 6.9500 1948.78 78 6.4500 1948.78 MILILANI HI 96789 1 04/22/04 00 10108230 09 06/01/04 0.0000 10108230 O 05/01/34 0 10060629 Q72/B51 F 133,428.00 ZZ 360 130,858.45 1 5.7500 778.65 90 5.2500 778.65 DALLAS TX 75287 1 03/26/04 00 47017449 01 05/01/04 0.0000 47017449 O 04/01/34 0 10060631 Q72/B51 F 98,900.00 ZZ 360 95,654.76 1 5.5000 561.54 99 5.0000 561.54 ARLINGTON TX 76014 1 06/20/03 04 47004933 05 08/01/03 35.0000 47004933 O 07/01/33 0 10060647 Q72/B51 F 142,500.00 ZZ 360 141,195.34 1 7.2500 972.11 95 6.7500 972.11 NEW MILFORD PA 18834 2 01/25/05 00 6900025177 05 03/01/05 0.0000 6900025177 O 02/01/35 0 10060657 Q72/B51 F 60,000.00 ZZ 180 58,444.61 1 6.9250 536.78 80 6.4250 536.78 PERRY FL 32347 5 12/30/04 00 11090203 27 02/01/05 0.0000 11090203 O 01/01/20 0 10060753 Q72/B51 F 170,000.00 ZZ 360 168,712.01 1 4.8750 899.65 57 4.3750 899.65 RIVERSIDE CA 92503 5 02/23/05 00 30524135 09 04/01/05 0.0000 30524135 O 03/01/35 0 10060769 Q72/X56 F 337,050.00 ZZ 360 334,991.09 2 7.5000 2356.71 90 7.0000 2356.71 BRONX NY 10452 5 12/13/04 00 172742 05 02/01/05 0.0000 172742 O 01/01/35 0 10060775 Q72/X56 F 54,400.00 ZZ 360 53,927.13 1 7.8750 394.44 80 7.3750 394.44 ROCHESTER NY 14605 5 08/13/04 00 3904699 05 10/01/04 0.0000 3904699 N 09/01/34 0 10060777 Q72/B51 F 78,400.00 ZZ 360 77,629.46 1 7.5000 548.18 80 7.0000 548.18 IRONDEQUOIT NY 14609 5 09/24/04 00 3905008 05 11/01/04 0.0000 3905008 N 10/01/34 0 10060779 Q72/X56 F 92,700.00 ZZ 360 91,317.60 1 8.3750 704.59 90 7.8750 704.59 NEW PORT RICHEFL 34655 5 11/19/03 00 1300637 05 01/01/04 0.0000 1300637 O 12/01/33 0 10060783 Q72/X56 F 69,500.00 T 360 68,161.05 1 7.6250 491.92 107 7.1250 491.92 PORT OCONNOR TX 77982 1 01/27/04 00 47438098 05 03/01/04 0.0000 47438098 O 02/01/34 0 10060785 Q72/X56 F 184,000.00 ZZ 360 180,752.00 4 6.6250 1178.18 80 6.1250 1178.18 ALBUQUERQUE NM 87108 2 01/26/04 00 45689304 05 03/01/04 0.0000 45689304 N 02/01/34 0 10060789 Q72/X56 F 160,000.00 ZZ 360 157,492.74 4 7.2500 1091.49 78 6.7500 1091.49 BANGOR ME 04401 5 01/29/04 00 47305966 05 03/01/04 0.0000 47305966 N 02/01/34 0 10060791 Q72/X56 F 145,920.00 ZZ 360 143,688.70 4 7.5000 1020.30 80 7.0000 1020.30 POCATELLO ID 83201 5 01/20/04 00 47419833 05 03/01/04 0.0000 47419833 N 02/01/34 0 10060793 Q72/B51 F 145,600.00 ZZ 360 143,373.67 4 7.5000 1018.06 80 7.0000 1018.06 POCATELLO ID 83201 5 01/20/04 00 47419841 05 03/01/04 0.0000 47419841 N 02/01/34 0 10060795 Q72/X56 F 145,600.00 ZZ 360 143,373.67 4 7.5000 1018.06 80 7.0000 1018.06 POCATELLO ID 83201 5 01/20/04 00 47419858 05 03/01/04 0.0000 47419858 N 02/01/34 0 10060797 Q72/X56 F 248,500.00 ZZ 360 243,789.55 1 6.2500 1530.06 70 5.7500 1530.06 CAMDEN ME 04843 5 01/29/04 00 47577655 05 03/01/04 0.0000 47577655 O 02/01/34 0 10060799 Q72/X56 F 117,593.00 ZZ 360 115,680.70 1 6.7500 762.71 80 6.2500 762.71 RIVERDALE GA 30296 2 02/26/04 00 47786603 05 04/01/04 0.0000 47786603 N 03/01/34 0 10060801 Q72/X56 F 308,000.00 ZZ 360 295,049.20 1 6.1250 1871.45 80 5.6250 1871.45 NAMPA ID 83686 5 03/19/04 00 48193569 05 05/01/04 0.0000 48193569 O 04/01/34 0 10060807 Q72/B51 F 288,000.00 ZZ 360 284,998.17 1 5.8750 1703.63 80 5.3750 1703.63 HACIENDA HEIGHCA 91745 1 10/08/04 00 4104100005 05 12/01/04 0.0000 4104100005 O 11/01/34 0 10060823 Q72/B51 F 61,600.00 ZZ 360 60,989.85 1 7.7500 441.31 83 7.2500 441.31 ODESSA TX 79762 1 12/03/04 00 2004102600090 05 02/01/05 0.0000 2004102600090 O 01/01/35 0 10060829 Q72/X56 F 94,400.00 ZZ 360 92,864.88 3 6.7500 612.28 70 6.2500 612.28 DETROIT MI 48238 5 02/06/04 00 3030620 05 04/01/04 0.0000 3030620 N 03/01/34 0 10060831 Q72/X56 F 551,900.00 ZZ 360 544,315.16 1 6.2500 3398.15 60 5.7500 3398.15 CHADDS FORD PA 19317 1 06/14/04 00 3264102 05 08/01/04 0.0000 3264102 O 07/01/34 0 10060837 Q72/X56 F 265,600.00 ZZ 360 258,620.60 1 5.5000 1508.05 86 5.0000 1508.05 SPRINGVILLE UT 84663 2 03/30/04 00 42003570 05 05/01/04 0.0000 42003570 O 04/01/34 0 10060923 Q72/B51 F 129,500.00 ZZ 360 127,483.63 1 6.7500 839.94 70 6.2500 839.94 BALTIMORE MD 21214 5 07/08/04 00 3308262 05 09/01/04 0.0000 3308262 N 08/01/34 0 10060937 Q72/B51 F 279,000.00 ZZ 360 275,879.44 1 6.5000 1763.47 90 6.0000 1763.47 SEVERNA PARK MD 21146 1 08/26/04 11 3520963 05 10/01/04 25.0000 3520963 N 09/01/34 0 10060953 Q72/B51 F 143,322.54 ZZ 321 139,957.68 1 4.1250 737.93 92 3.6250 737.93 RALEIGH NC 27610 2 09/13/04 00 411615 09 09/01/04 0.0000 411615 O 05/01/31 0 10061493 Q72/B51 F 62,000.00 ZZ 360 61,305.82 1 7.1250 417.71 73 6.6250 417.71 TAMPA FL 33605 5 07/26/04 00 371020687 05 09/01/04 0.0000 371020687 N 08/01/34 0 10061539 Q72/B51 F 91,500.00 ZZ 360 90,561.50 3 7.4500 636.65 79 6.9500 636.65 GATES NY 14624 2 07/29/04 00 231050846 05 09/01/04 0.0000 231050846 N 08/01/34 0 10061563 Q72/X56 F 155,000.00 ZZ 360 153,285.94 1 6.9900 1030.18 100 6.4900 1030.18 LYNWOOD IL 60411 5 07/19/04 00 41061114 05 09/01/04 0.0000 41061114 O 08/01/34 0 10061569 Q72/X56 F 157,250.00 ZZ 360 155,690.01 1 7.5500 1104.90 85 7.0500 1104.90 ROCK HILL SC 29732 5 07/15/04 00 211020661 05 09/01/04 0.0000 211020661 O 08/01/34 0 10061685 Q72/B51 F 205,800.00 ZZ 240 201,044.35 4 8.6400 1804.26 70 8.1400 1804.26 PHILADELPHIA PA 19143 5 06/02/04 00 831024537 05 08/01/04 0.0000 831024537 N 07/01/24 0 10061691 Q72/B51 F 224,000.00 ZZ 360 221,404.36 2 6.7500 1452.86 79 6.2500 1452.86 PAWTUCKET RI 02860 5 07/14/04 00 231052588 05 09/01/04 0.0000 231052588 O 08/01/34 0 10061759 Q72/X56 F 155,000.00 ZZ 360 153,531.49 1 9.2000 1269.54 60 8.7000 1269.54 MILFORD CT 06460 5 03/12/04 00 10101572 05 05/01/04 0.0000 10101572 O 04/01/34 0 10061845 Q72/B51 F 280,000.00 ZZ 360 277,317.99 1 5.7500 1634.01 77 5.2500 1634.01 CLOVIS CA 93612 5 11/06/04 00 11102750 05 01/01/05 0.0000 11102750 O 12/01/34 0 10061879 Q72/B51 F 124,000.00 ZZ 360 122,998.14 1 7.5000 867.03 80 7.0000 867.03 LAS VEGAS NV 89115 1 10/07/04 00 11018728 27 12/01/04 0.0000 11018728 O 11/01/34 0 10061905 Q72/X56 F 250,850.00 ZZ 360 249,866.99 1 8.9900 2016.59 81 8.4900 2016.59 GALVESTON TX 77551 2 01/20/05 00 11125981 01 03/01/05 0.0000 11125981 O 02/01/35 0 Total Number of Loans 456 Total Original Balance 101,926,582.98 Total Principal Balance 88,962,657.85 Total Original P+I 745,401.40 Total Current P+I 745,400.67 Fixed Rate Loan Loan Number S/S Code Payment Type Original Bal Loan Feature Orig Term Principal Bal # of Units Orig Rate Original PI LTV Net Curr Current PI City State Zip Loan Purp Note Date MI Co Code Servicer Loan # Prop Type First Pay Date MI Coverage Seller Loan # Occup Code Maturity Date Investor Loan # 1064185 139/S48 F 145,800.00 ZZ 360 105,535.60 1 11.0000 1388.49 90 9.6500 1388.49 FREDERICK MD 21701 1 07/31/86 10 0007716632 05 09/01/86 20.0000 73860532 O 08/01/16 0 1349045 028/M32 F 114,800.00 ZZ 180 8,609.65 1 7.0000 1031.85 45 6.6250 1031.85 ALAMEDA CA 94501 5 09/29/93 00 001149053 03 12/01/93 0.0000 101878 O 11/01/08 0 1356981 028/M32 F 74,500.00 ZZ 180 13,295.56 1 6.5000 648.98 47 6.2500 648.98 SEATTLE WA 98125 2 10/12/93 00 001155555 05 12/01/93 0.0000 114438 O 11/01/08 0 1393332 074/074 F 251,000.00 ZZ 360 206,475.37 1 8.1250 1863.67 71 7.8750 1863.67 YARDLEY PA 19067 2 03/14/94 00 0009646711 05 05/01/94 0.0000 9646711 O 04/01/24 607350 1417024 074/G48 F 395,600.00 ZZ 360 353,260.48 1 9.5000 3326.42 80 9.2500 3326.42 ATLANTA GA 30342 1 03/23/95 00 0657449 03 05/01/95 0.0000 156605802 O 04/01/25 607848 1422452 878/H74 F 30,600.00 ZZ 360 6,253.88 1 9.1250 249.08 95 8.7500 249.08 SAN ANTONIO TX 78209 1 01/03/78 11 3009909 05 03/01/78 25.0000 10022305 O 02/01/08 0 1557617 731/G02 F 204,000.00 ZZ 360 185,800.55 1 8.7500 1604.87 80 8.5000 1604.87 PLACENTIA CA 92670 2 02/06/97 00 0430154328 05 04/01/97 0.0000 411613005 O 03/01/27 609928 1558086 757/943 F 520,800.00 ZZ 360 471,472.52 1 8.2500 3912.60 80 8.0000 3912.60 CLEVELAND TN 37312 2 02/07/97 00 626002534 05 04/01/97 0.0000 UNKNOWN O 03/01/27 609993 1558727 076/998 F 239,200.00 ZZ 360 206,745.69 1 8.0000 1755.17 80 7.7500 1755.17 NEWARK CA 94560 1 12/19/96 00 8470702658 05 02/01/97 0.0000 7070265 O 01/01/27 610149 1559078 076/998 F 220,850.00 ZZ 360 199,123.93 1 8.1250 1639.81 95 7.8750 1639.81 AUSTIN TX 78759 1 12/10/96 11 8467540525 05 02/01/97 30.0000 6754052 O 01/01/27 610238 1560362 A83/943 F 396,000.00 ZZ 360 348,157.56 1 8.1250 2940.29 80 7.8750 2940.29 CHELSEA AL 35043 2 01/27/97 00 626002538 05 03/01/97 0.0000 153580 O 02/01/27 610309 1560437 F30/G02 F 256,000.00 ZZ 360 228,006.97 1 8.0000 1878.44 80 7.7500 1878.44 SALKT LAKE CITUT 84103 2 02/21/97 00 0430164657 05 04/01/97 0.0000 10382 O 03/01/27 610311 1594620 286/286 F 38,250.00 ZZ 360 35,380.46 2 9.7500 328.63 85 9.5000 328.63 SPRINGFIELD OH 45504 1 05/24/97 10 8600439 05 07/01/97 20.0000 8600439 N 06/01/27 0 1606472 J98/U56 F 28,500.00 ZZ 234 13,728.30 4 12.5000 325.00 29 12.2500 325.00 BINGHAMTON NY 13905 1 11/13/90 00 0655468445 05 01/05/91 0.0000 13043147 N 06/05/10 1615230 074/074 F 30,000.00 ZZ 180 17,008.06 1 8.7500 299.83 53 8.5000 299.83 OKLAHOMA CITY OK 73107 5 06/24/97 00 1563158500 05 08/01/97 0.0000 1563158500 O 07/01/12 0 1615251 074/074 F 44,000.00 ZZ 180 26,928.03 1 8.2500 426.87 80 8.0000 426.87 MELVINDALE MI 48122 5 07/12/97 00 1581110572 05 09/01/97 0.0000 1581110572 O 08/01/12 0 1615253 074/074 F 24,800.00 ZZ 180 15,176.18 1 8.5000 244.22 80 8.2500 244.22 BETHESDA OH 43719 5 07/15/97 00 1581110925 05 09/01/97 0.0000 1581110925 O 08/01/12 0 1618524 354/S48 F 372,000.00 ZZ 180 221,964.68 1 7.3750 3422.11 80 7.1250 3422.11 LEEDS AL 35094 1 07/18/97 00 0021094768 05 09/01/97 0.0000 21094768 O 08/01/12 0 1621944 686/686 F 59,500.00 ZZ 180 35,687.41 1 7.6250 555.81 70 7.3750 555.81 CHARLOTTE NC 28212 5 08/07/97 00 0818345498 05 10/01/97 0.0000 818345498 O 09/01/12 0 1622961 076/998 F 63,000.00 ZZ 360 53,757.79 1 9.0000 506.92 90 8.7500 506.92 WASHINGTON DC 20010 1 07/02/97 11 8471002165 05 09/01/97 25.0000 7100216 N 08/01/27 0 1647739 757/G06 F 63,000.00 ZZ 180 39,035.66 1 7.7500 593.01 78 7.5000 593.01 SAVANNAH GA 31401 2 10/17/97 00 690032735 05 12/01/97 0.0000 3209517 N 11/01/12 0 1655556 439/686 F 61,400.00 T 360 53,851.49 1 7.9500 448.40 90 7.7000 448.40 SARASOTA FL 34235 1 04/16/96 10 7018492053 05 06/01/96 25.0000 1849205 O 05/01/26 0 1663932 180/G02 F 29,600.00 ZZ 180 18,063.34 1 8.7500 295.84 90 8.5000 295.84 CADDO MILLS TX 75135 1 11/18/97 04 0430533208 05 01/01/98 12.0000 0004570743 N 12/01/12 0 1669564 286/286 F 23,900.00 ZZ 360 17,642.46 1 8.8750 190.16 34 8.6250 190.16 ROCKWALL TX 75087 2 11/19/97 00 8673509 07 01/01/98 0.0000 8673509 N 12/01/27 0 1701197 G81/U72 F 95,100.00 T 360 87,198.85 1 7.8750 689.54 80 7.6250 689.54 CORAL GABLES FL 33134 1 04/09/98 00 0430742064 01 06/01/98 0.0000 021803003 O 05/01/28 0 1701832 B75/G02 F 38,200.00 ZZ 180 14,255.09 1 8.5000 376.17 80 8.2500 376.17 SPRING TX 77380 1 01/15/98 00 0430662643 03 03/01/98 0.0000 7243389 N 02/01/13 0 1709515 A80/G02 F 22,050.00 ZZ 180 14,672.14 1 8.6250 218.76 90 8.3750 218.76 COCONUT CREEK FL 33063 1 04/27/98 12 0430783803 01 06/01/98 30.0000 9816349 N 05/01/13 0 1714081 G13/U72 F 73,250.00 ZZ 360 67,252.14 1 8.7500 576.26 74 8.2500 576.26 FARMERS BRANCHTX 75234 2 03/16/98 00 0800152332 05 04/20/98 0.0000 3527 O 03/20/28 0 1715675 429/S48 F 398,000.00 ZZ 360 358,160.42 1 7.6250 2817.02 89 7.3750 2817.02 ANNANDALE VA 22003 2 03/04/98 14 0063668718 05 05/01/98 25.0000 63668718 O 04/01/28 612368 1717252 470/G02 F 375,000.00 ZZ 360 341,121.58 1 7.3750 2590.04 69 7.1250 2590.04 ROSS CA 94957 5 04/22/98 00 0430805127 05 06/01/98 0.0000 45000278 O 05/01/28 0 1719184 E22/J39 F 105,000.00 ZZ 360 95,702.47 1 7.6250 743.18 87 7.3750 743.18 CHICAGO IL 60652 2 03/19/98 04 0410744502 05 05/01/98 25.0000 410744502 O 04/01/28 612392 1720121 K39/U56 F 13,000.00 ZZ 120 4,892.96 1 13.8440 200.64 22 13.3440 200.64 JACKSONVILLE FL 32221 5 01/20/98 00 0655469567 05 03/01/98 0.0000 2290008323 O 02/01/08 0 1720135 K39/H74 F 17,500.00 ZZ 180 12,611.20 1 15.4320 250.14 25 14.9320 250.14 GORHAM KS 67640 5 12/05/97 00 0167759 05 01/10/98 0.0000 5008874 O 12/10/12 0 1720138 K39/U58 F 14,070.00 ZZ 180 11,087.42 1 15.0500 197.41 22 14.5500 197.41 BEULAH MI 49617 5 12/17/97 00 0690010251 05 02/05/98 0.0000 5009041 O 01/05/13 0 1720789 201/L08 F 55,900.00 ZZ 360 49,729.06 1 9.3750 464.95 80 8.8750 464.95 THE CITY OF COGA 30207 1 12/15/94 00 0690020656 05 02/01/95 0.0000 3600787281 O 01/01/25 0 1721723 E22/J39 F 82,000.00 ZZ 360 75,063.25 1 7.8750 594.56 64 7.6250 594.56 BAY POINT CA 94565 5 03/25/98 00 0410792048 05 05/01/98 0.0000 410792048 O 04/01/28 612420 1730290 J40/G02 F 40,500.00 ZZ 180 26,494.17 2 7.7500 381.22 90 7.5000 381.22 SAVANNAH GA 31405 1 05/21/98 04 0430848887 05 07/01/98 25.0000 7594631 O 06/01/13 0 1734944 E10/U57 F 3,800.00 ZZ 180 2,302.35 1 10.0000 040.83 10 8.7671 040.83 OCALA FL 34473 5 11/26/97 00 0655469799 05 01/01/98 0.0000 16 O 12/01/12 0 1736436 F42/U72 F 100,000.00 ZZ 360 91,437.97 1 10.9500 948.55 59 10.4500 948.55 MONROE NY 10950 5 04/08/98 00 0800185399 05 05/13/98 0.0000 JBCNYW00235 O 04/13/28 0 1744173 624/G02 F 26,000.00 ZZ 180 17,485.26 1 8.7500 259.86 62 8.5000 259.86 LOCKHART TX 78644 5 05/11/98 00 0430834507 05 07/01/98 0.0000 82005180013F N 06/01/13 0 1746112 K39/U72 F 85,600.00 ZZ 240 68,689.89 1 8.9400 766.88 80 8.4400 766.88 COLUMBIA SC 29209 1 03/20/98 00 0800205437 05 04/25/98 0.0000 5190014140 O 03/25/18 0 1746346 K39/U72 F 29,760.00 ZZ 180 27,606.48 1 8.9400 238.18 80 8.4400 238.18 AUBURNDALE FL 33823 1 03/31/98 00 0800205874 05 05/01/98 0.0000 5190026374 O 04/01/13 0 1756714 L11/U72 F 10,000.00 ZZ 120 4,182.91 1 14.9900 161.28 16 14.4900 161.28 WYLIE TX 75098 1 06/05/98 00 0800229171 05 07/01/98 0.0000 9800014979 O 06/01/08 0 1762280 F32/U56 F 24,375.00 ZZ 360 20,605.30 1 7.7500 174.63 75 7.3240 174.63 HOUSTON TX 77002 1 07/08/94 00 0655469963 06 09/01/94 0.0000 3876448 O 08/01/24 0 1774998 976/998 F 40,000.00 ZZ 180 25,315.93 1 8.5000 393.90 80 8.2500 393.90 MISSOURI CITY TX 77489 1 06/08/98 00 8441127605 03 08/01/98 0.0000 5233391 N 07/01/13 0 1776706 480/G02 F 29,400.00 ZZ 180 19,793.33 1 8.7500 293.84 70 8.5000 293.84 OKLAHOMA CITY OK 73107 1 05/18/98 00 0430924670 05 07/01/98 0.0000 2437812 N 06/01/13 0 1781772 758/G02 F 41,200.00 ZZ 180 28,190.27 1 8.5000 405.71 80 8.2500 405.71 COLLEGE STATIOTX 77845 1 08/28/98 00 0431026152 05 10/01/98 0.0000 UNKNOWN N 09/01/13 0 1782277 M58/G02 F 39,900.00 ZZ 180 27,300.53 1 8.5000 392.91 70 8.2500 392.91 WINSTON-SALEM NC 27107 5 08/31/98 00 0431012541 05 10/01/98 0.0000 NC000086FC N 09/01/13 0 1792465 E84/G02 F 37,500.00 ZZ 180 12,895.99 1 8.5000 369.28 75 8.2500 369.28 DALLAS TX 75218 1 08/06/98 00 0430988816 05 10/01/98 0.0000 26980422 O 09/01/13 0 1796468 E22/J39 F 25,600.00 ZZ 180 17,568.48 1 8.6250 253.97 80 8.3750 253.97 ECORSE MI 48229 5 08/13/98 00 0410956445 05 10/01/98 0.0000 410956445 N 09/01/13 0 1796929 E46/G02 F 30,600.00 ZZ 180 14,302.75 1 8.5000 301.33 90 8.2500 301.33 LITTLE EGG HARNJ 08087 1 09/23/98 04 0431059195 01 11/01/98 25.0000 31362 N 10/01/13 0 1799565 H19/G02 F 37,800.00 ZZ 180 25,619.53 1 7.5000 350.42 90 7.2500 350.42 KANSAS CITY KS 66102 2 10/16/98 12 0431073691 05 12/01/98 25.0000 0001869528 N 11/01/13 0 1800079 L32/G02 F 43,500.00 ZZ 180 29,302.85 2 7.2500 397.10 75 7.0000 397.10 ELMIRA NY 14901 5 10/07/98 00 0431076074 05 12/01/98 0.0000 20917 O 11/01/13 0 1800540 637/G02 F 47,600.00 ZZ 180 31,884.87 1 7.6250 444.65 70 7.3750 444.65 COLUMBIA SC 29223 5 09/24/98 00 0431072693 01 11/01/98 0.0000 0013084058 N 10/01/13 0 1802901 183/U72 F 51,000.00 ZZ 360 46,644.88 1 9.7500 438.17 80 9.2500 438.17 CHEEKTOWAGA NY 14225 1 07/24/98 00 0800317604 05 08/24/98 0.0000 701203445 O 07/24/28 0 1807672 168/168 F 46,400.00 ZZ 180 31,311.81 1 7.6250 433.44 80 7.3750 433.44 ROCHESTER NY 14609 5 09/08/98 00 2391253 05 11/01/98 0.0000 0239912535 O 10/01/13 0 1809335 H93/G02 F 30,100.00 ZZ 180 20,371.13 1 8.5000 296.41 70 8.2500 296.41 KANSAS CITY KS 66109 5 09/11/98 00 0431050012 05 11/01/98 0.0000 9859085 N 10/01/13 0 1811053 480/G02 F 37,500.00 ZZ 180 25,572.68 1 8.6250 372.03 75 8.3750 372.03 LARGO FL 33771 1 08/26/98 00 0431038686 03 10/01/98 0.0000 2608867 N 09/01/13 0 1813578 E22/J39 F 35,550.00 ZZ 180 20,105.07 1 8.6250 352.68 90 8.3750 352.68 GEORGETOWN OH 45121 1 09/28/98 04 0411036585 05 11/01/98 25.0000 411036585 N 10/01/13 0 1823525 E22/J39 F 26,550.00 ZZ 180 15,904.94 1 7.5000 246.12 90 7.2500 246.12 INGLESIDE TX 78362 1 10/09/98 04 0411089212 05 12/01/98 25.0000 411089212 N 11/01/13 0 1823907 163/U72 F 154,293.14 ZZ 280 153,513.06 1 7.8750 1205.66 78 7.6250 1205.66 METHUEN MA 01844 1 05/17/05 00 0655482461 05 06/01/05 0.0000 0373134229 O 09/01/28 0 1851324 976/998 F 73,500.00 ZZ 240 57,644.25 1 7.7500 603.40 75 7.5000 603.40 BESSEMER AL 35020 5 11/24/98 00 8451101045 05 01/01/99 0.0000 5532482 N 12/01/18 0 1871330 480/U72 F 78,900.00 ZZ 360 71,917.36 1 7.0000 524.92 67 6.7500 524.92 TAMPA FL 33615 4 12/17/98 00 0431194992 05 02/01/99 0.0000 2555704 O 01/01/29 0 1879120 E22/J39 F 40,150.00 ZZ 180 17,887.73 1 6.8750 358.08 70 6.6250 358.08 FORT LAUDERDALFL 33312 1 01/29/99 00 0411244452 05 03/01/99 0.0000 411244452 N 02/01/14 0 1881233 976/998 F 40,000.00 ZZ 120 17,725.95 1 8.0000 485.32 80 7.7500 485.32 AMARILLO TX 79103 5 02/01/99 00 8451809407 05 04/01/99 0.0000 5542692 N 03/01/09 0 1881293 976/998 F 40,000.00 ZZ 120 17,725.80 1 8.0000 485.32 77 7.7500 485.32 AMARILLO TX 79107 5 02/03/99 00 8453060603 05 04/01/99 0.0000 5610020 N 03/01/09 0 1882190 B75/U72 F 178,000.00 ZZ 360 165,312.77 1 7.7500 1275.21 65 7.5000 1275.21 SUMAS WA 98295 5 02/04/99 00 0431223239 05 04/01/99 0.0000 6367726 O 03/01/29 0 1892891 E82/G02 F 61,600.00 ZZ 180 43,640.59 1 7.8750 584.25 80 7.6250 584.25 LEXINGTON KY 40505 5 03/19/99 00 0400190690 05 05/01/99 0.0000 0400190690 O 04/01/14 0 1895370 637/G02 F 103,500.00 ZZ 180 70,049.42 3 7.2500 944.82 85 7.0000 944.82 PAWTUCKET RI 02860 2 03/05/99 23 0431271386 05 05/01/99 0.0000 0011483146 O 04/01/14 0 1901607 976/R18 F 49,500.00 ZZ 360 46,132.52 2 8.1250 367.54 90 7.8750 367.54 NASHVILLE TN 37206 1 03/23/99 21 0655417954 05 05/01/99 25.0000 5587923 N 04/01/29 0 1903695 455/G02 F 27,300.00 ZZ 180 19,578.53 1 8.6250 270.84 90 8.3750 270.84 BAYTOWN TX 77520 1 04/15/99 01 0431304351 05 06/01/99 25.0000 45058 N 05/01/14 0 1907925 183/G02 F 35,000.00 ZZ 180 24,691.84 1 7.9900 334.28 52 7.7400 334.28 ONEIDA NY 13421 5 04/12/99 00 0431334432 05 05/16/99 0.0000 800050674 O 04/16/14 0 1908441 Q05/T18 F 118,000.00 ZZ 180 84,012.83 1 7.5000 1093.87 71 7.2500 1093.87 MANCHESTER NH 03101 2 04/30/99 00 12622171 05 07/01/99 0.0000 0000 O 06/01/14 0 1909542 F44/G02 F 44,800.00 ZZ 180 31,882.64 1 7.7500 421.69 80 7.5000 421.69 PUEBLO CO 81001 2 05/07/99 00 0431323617 05 07/01/99 0.0000 208709 O 06/01/14 0 1916279 Q72/U72 F 24,500.00 ZZ 180 1,992.51 1 13.4900 320.98 67 12.9900 320.98 SMITHS AL 36877 5 01/31/92 00 0800086639 05 03/10/92 0.0000 8004125 O 02/10/07 0 1925420 B59/G01 F 334,800.00 ZZ 360 307,967.71 1 7.3750 2312.38 90 7.1250 2312.38 JACKSONVILLE FL 32250 1 06/30/99 01 0431378348 03 08/01/99 25.0000 704067704 O 07/01/29 0 1937977 G52/U57 F 68,000.00 ZZ 360 65,179.55 1 10.2500 609.35 85 9.7500 609.35 JUNCTION CITY AR 71749 5 08/06/99 00 0655471514 05 10/01/99 0.0000 88500981 O 09/01/29 0 1938021 G52/U57 F 88,000.00 ZZ 360 84,327.24 1 10.6250 813.21 80 10.1250 813.21 SOLDOTNA AK 99669 5 06/10/99 00 0655471530 05 08/01/99 0.0000 88500544 O 07/01/29 0 1940700 R76/U56 F 31,850.00 ZZ 360 30,929.44 1 12.5000 339.92 65 12.0000 339.92 HOUSTON TX 77023 1 08/09/99 00 0655475051 05 10/01/99 0.0000 23106 O 09/01/29 0 1946952 183/U56 F 25,500.00 ZZ 360 24,143.80 1 10.2500 228.51 71 8.5000 228.51 PRESCOTT MI 48756 5 09/07/99 00 0655476596 05 10/13/99 0.0000 800177811 O 09/13/29 0 1947280 B60/G02 F 295,590.00 ZZ 360 279,142.51 1 8.5000 2272.83 63 8.2500 2272.83 OAKLAND CA 94610 5 09/21/99 00 0431540780 05 11/01/99 0.0000 275848 O 10/01/29 0 1959148 P03/U57 F 46,400.00 ZZ 360 44,480.99 1 10.7000 431.39 77 10.2000 431.39 MEMPHIS TN 38111 5 09/17/99 00 0655474690 05 11/01/99 0.0000 24500532 O 10/01/29 0 1960475 A50/074 F 74,000.00 ZZ 360 69,469.55 1 7.8750 536.55 90 7.6250 536.55 HAZLEHURST GA 31539 2 11/12/99 04 0909995171 05 01/01/00 25.0000 124782 O 12/01/29 0 1971905 196/U57 F 18,000.00 ZZ 360 17,231.96 1 9.6250 153.00 75 9.3750 153.00 LINDENWOLD NJ 08021 1 01/18/00 00 0655476786 01 03/01/00 0.0000 990755 O 02/01/30 0 1973038 J54/U56 F 11,730.00 ZZ 180 8,789.55 1 9.9500 125.69 98 9.4500 125.69 NEWPORT PA 17074 5 05/14/99 00 0655476646 05 07/01/99 0.0000 7280572 N 06/01/14 0 1975639 H90/U56 F 44,200.00 ZZ 120 22,336.55 1 10.9900 608.61 85 10.4900 608.61 CONNEAUT OH 44030 5 10/07/99 00 0655477511 05 11/13/99 0.0000 1004 O 10/13/09 0 1977395 K60/U57 F 50,400.00 ZZ 360 48,986.87 1 12.4500 535.94 80 11.5750 535.94 TUPELO MS 38801 1 07/09/99 00 0655477768 05 09/01/99 0.0000 034632 O 08/01/29 0 1977850 S98/L08 F 82,450.00 ZZ 180 78,659.03 1 9.5800 698.10 85 9.2050 698.10 ATLANTA GA 30311 2 01/11/00 00 0690011663 05 02/11/00 0.0000 09912190 N 01/11/15 0 1982220 F44/U57 F 44,000.00 ZZ 120 15,067.44 1 7.8750 530.94 74 7.3750 530.94 SAINT LOUIS MO 63130 5 11/29/99 00 0655477941 05 01/01/00 0.0000 210025 N 12/01/09 0 2656865 286/286 F 18,800.00 ZZ 180 12,591.82 1 8.6250 186.52 80 8.3750 186.52 MABLETON GA 30059 1 05/27/98 00 8998146 01 07/01/98 0.0000 0008998146 N 06/01/13 0 2683502 387/M32 F 134,500.00 ZZ 360 123,313.05 1 7.6250 951.98 87 7.3750 951.98 HOMEWOOD IL 60430 2 08/26/98 01 306632877 05 10/01/98 25.0000 0001491653 O 09/01/28 0 2754791 286/286 F 42,000.00 ZZ 180 29,560.60 1 8.5000 413.60 70 8.2500 413.60 COLUMBIA TN 38401 5 12/19/98 00 9391645 05 02/01/99 0.0000 0009391645 N 01/01/14 0 2755407 E22/J39 F 71,200.00 ZZ 180 48,229.89 1 8.0000 680.42 80 7.7500 680.42 CORPUS CHRISTITX 78413 5 03/01/99 00 0411226798 05 05/01/99 0.0000 0411226798 O 04/01/14 0 2761431 E22/J39 F 27,750.00 ZZ 360 25,946.70 1 8.2500 208.48 75 8.0000 208.48 PHILADELPHIA PA 19144 5 03/10/99 00 0411103518 07 05/01/99 0.0000 0411103518 O 04/01/29 0 2765046 623/G02 F 22,500.00 ZZ 180 16,097.40 1 8.6250 223.22 90 8.3750 223.22 TULSA OK 74115 1 02/04/99 10 0431258854 05 04/01/99 25.0000 1203985 N 03/01/14 0 2791952 549/S48 F 42,000.00 ZZ 180 29,578.98 1 7.8750 398.35 60 7.6250 398.35 SHAFTER CA 93263 2 03/18/99 00 4165955503 05 05/01/99 0.0000 0065955501 O 04/01/14 0 2811755 E22/J39 F 35,000.00 ZZ 180 25,417.79 1 8.5000 344.66 25 8.2500 344.66 LAKEWOOD CA 90715 5 05/19/99 00 0411415565 05 07/01/99 0.0000 0411415565 O 06/01/14 0 2812153 E22/J39 F 150,000.00 ZZ 360 134,379.91 1 7.5000 1048.82 75 7.2500 1048.82 EUGENE OR 97401 5 05/19/99 00 0411409402 05 07/01/99 0.0000 0411409402 O 06/01/29 0 2813015 E22/U72 F 80,100.00 ZZ 360 75,011.04 1 8.6250 623.01 90 8.3750 623.01 NEPTUNE NJ 07753 1 05/27/99 04 0411397169 05 07/01/99 25.0000 0411397169 N 06/01/29 0 2813968 E22/J39 F 181,600.00 ZZ 360 169,021.70 1 7.6250 1285.35 80 7.3750 1285.35 PLEASANT HILL OR 97455 2 05/17/99 00 0411412331 05 07/01/99 0.0000 0411412331 O 06/01/29 0 2822761 E22/J39 F 329,600.00 ZZ 360 304,687.38 1 7.0000 2192.84 80 6.7500 2192.84 CEDAR HILL TX 75104 1 06/08/99 00 0411416308 05 08/01/99 0.0000 0411416308 O 07/01/29 0 2830987 E22/J39 F 46,000.00 ZZ 180 33,778.11 1 8.7500 459.75 55 8.5000 459.75 MIAMI FL 33127 5 06/18/99 00 0411455389 05 08/01/99 0.0000 0411455389 N 07/01/14 0 2841434 N74/U56 F 52,875.00 ZZ 360 51,316.34 1 12.3900 559.80 75 11.8900 559.80 MORRISTOWN TN 37814 5 06/03/99 00 0655473940 05 07/10/99 0.0000 22066010 O 06/10/29 0 2861153 M67/L08 F 24,200.00 ZZ 180 22,643.93 1 10.4900 221.19 85 9.8970 221.19 MACON GA 31206 1 09/17/98 00 0690018270 05 10/17/98 0.0000 98111606 O 09/17/13 0 2861154 M67/U56 F 70,950.00 ZZ 180 67,008.74 1 11.6400 710.21 85 11.0470 710.21 VIDALIA LA 71373 5 09/11/98 00 0655485860 05 10/16/98 0.0000 98111455 O 09/16/13 0 2861158 M67/U56 F 33,000.00 ZZ 180 30,432.71 1 10.9900 314.02 75 10.3970 314.02 PHILADELPHIA PA 19144 5 12/16/98 00 0655485886 07 02/15/99 0.0000 98118200 O 01/15/14 0 2861175 M67/U56 F 53,900.00 ZZ 180 52,122.73 1 12.4900 574.84 70 11.8970 574.84 FT. LAUDERDALEFL 33311 2 10/27/98 00 0655485936 05 12/01/98 0.0000 98114655 O 11/01/13 0 2861238 K10/L08 F 79,200.00 ZZ 180 74,991.07 2 10.6000 730.40 78 9.9687 730.40 TORRINGTON WY 82240 5 10/09/98 00 0690007695 05 12/01/98 0.0000 9901239 N 11/01/13 0 2863143 074/G06 F 30,000.00 ZZ 180 22,165.43 1 8.6250 297.62 62 8.3750 297.62 SUNRISE FL 33322 1 07/09/99 00 0655491116 01 09/01/99 0.0000 1302049494 O 08/01/14 0 2901550 560/560 F 597,750.00 ZZ 360 546,518.92 1 7.8750 4334.11 75 7.6250 4334.11 WELLINGTON FL 33414 1 04/09/99 00 120847306 03 06/01/99 0.0000 120847306 O 05/01/29 0 2917149 K14/U72 F 115,452.00 ZZ 300 108,990.46 1 12.5400 1262.28 104 12.0400 1262.28 AURORA CO 80013 5 08/17/98 00 0690006986 05 10/01/98 0.0000 4100603 O 09/01/23 0 2944806 P77/U57 F 30,000.00 ZZ 180 11,508.71 1 12.0000 360.05 23 11.5000 360.05 LOS ANGELES CA 90044 2 03/17/94 00 0655472074 05 05/01/94 0.0000 1110 O 04/01/09 0 2954952 K10/U57 F 19,500.00 ZZ 180 18,427.75 1 13.2400 219.38 65 12.7400 219.38 READING PA 19601 1 05/05/99 00 0655471670 07 07/01/99 0.0000 9901465 O 06/01/14 0 2962813 287/998 F 133,000.00 ZZ 360 124,834.48 1 8.1250 987.53 90 7.8750 987.53 FORT WASHINGTOMD 20744 5 08/05/99 11 8499270463 05 10/01/99 25.0000 8376725 O 09/01/29 0 2982295 736/U57 F 17,780.00 ZZ 180 12,299.21 1 10.5000 196.54 70 10.2500 196.54 HOUSTON TX 77043 1 09/01/99 00 0655471860 01 10/01/99 0.0000 942608 O 09/01/14 0 3001461 N74/U56 F 40,500.00 ZZ 180 31,315.62 1 11.4900 472.86 49 10.9900 472.86 LEXINGTON NC 27292 5 06/29/99 00 0655473858 05 08/10/99 0.0000 22159010 O 07/10/14 0 3023696 K10/U56 F 121,500.00 ZZ 360 117,100.85 1 10.9900 1156.16 90 10.4900 1156.16 MIAMI FL 33157 5 08/27/99 00 0655474542 05 10/02/99 0.0000 9901560 O 09/02/29 0 3023700 K10/U56 F 69,300.00 ZZ 360 67,182.15 1 11.9500 710.17 90 11.4500 710.17 WESTFIELD NY 14787 5 08/26/99 00 0655474583 05 10/02/99 0.0000 9901564 O 09/02/29 0 3041271 K15/U57 F 28,900.00 ZZ 180 22,276.96 1 10.8750 326.21 63 10.3750 326.21 STANTON TN 38069 5 09/24/99 00 0655487619 05 11/01/99 0.0000 021905300126 O 10/01/14 0 3041273 K15/U57 F 15,900.00 ZZ 180 12,036.14 1 10.8750 179.47 80 10.3750 179.47 MILWAUKEE WI 53205 5 08/13/99 00 0655474310 05 10/01/99 0.0000 206505300157 N 09/01/14 0 3041292 K15/U57 F 42,800.00 ZZ 360 40,649.66 1 9.8250 370.08 80 9.3250 370.08 NILES MI 49120 2 05/21/99 00 0655474385 05 07/01/99 0.0000 0006028935 O 06/01/29 0 3049849 J54/L08 F 42,000.00 ZZ 180 33,162.40 1 11.0000 477.38 70 10.5000 477.38 SAN ANTONIO TX 78230 5 11/19/99 00 0690011416 05 01/01/00 0.0000 7724527 N 12/01/14 0 3055665 Q72/J39 F 40,000.00 ZZ 360 13,418.16 1 10.2500 358.45 81 9.7500 358.45 SPRINGFIELD PA 19064 1 09/14/79 00 0800008526 05 11/01/79 0.0000 4700648 O 10/01/09 0 3055675 Q72/J39 F 50,050.00 ZZ 360 48,479.31 1 13.5000 573.28 65 13.0000 573.28 LANSING MI 48906 2 03/30/98 00 0800095143 05 05/01/98 0.0000 8008520 O 04/01/28 0 3055683 Q72/J39 F 68,600.00 ZZ 360 66,585.60 1 13.4000 780.36 70 12.9000 780.36 DOUGLASVILLE GA 30135 5 07/09/98 00 0800097859 05 09/01/98 0.0000 8009822 O 08/01/28 0 3055702 Q72/J39 F 48,700.00 ZZ 180 35,006.93 1 10.5000 538.33 75 10.0000 538.33 PORT CLINTON OH 43452 2 12/22/98 00 0800101404 05 02/15/99 0.0000 8011346 O 01/15/14 0 3055718 Q72/J39 F 22,200.00 ZZ 180 15,190.27 1 12.9900 280.74 70 12.4900 280.74 MEMPHIS TN 38114 5 07/31/97 00 0800724692 05 09/05/97 0.0000 8013218 O 08/05/12 0 3055739 Q72/J39 F 49,037.94 ZZ 310 35,985.06 1 7.0000 342.49 80 6.5000 342.49 CITY OF WARWICRI 02889 1 11/24/93 00 0800770893 05 01/01/94 0.0000 8014280 O 10/01/19 0 3068109 T55/H74 F 49,824.00 ZZ 360 34,318.27 1 9.5000 418.95 100 9.2500 418.95 EL PASO TX 79936 1 09/24/86 98 2158210 05 11/01/86 99.0000 379500 O 10/01/16 0 3068114 T55/H74 F 69,791.00 ZZ 360 26,691.37 1 8.5000 536.63 100 8.2500 536.63 SAN ANTONIO TX 78245 1 04/15/86 99 2158269 05 06/01/86 39.0000 380949 O 05/01/16 0 3068157 T55/U56 F 42,196.00 ZZ 180 27,700.36 1 8.5000 415.52 65 8.2500 415.52 INDIANAPOLIS IN 46226 2 05/29/98 00 0655486470 05 07/01/98 0.0000 395482 N 06/01/13 0 3068182 T55/U56 F 248,500.00 ZZ 360 226,928.87 1 8.8750 1977.18 90 8.6250 1977.18 SUWANEE GA 30174 1 03/28/97 10 0655486611 05 05/01/97 25.0000 396162 O 04/01/27 0 3068184 T55/U56 F 44,500.00 ZZ 360 40,978.94 1 9.2500 366.10 90 9.0000 366.10 BEDFORD TX 76022 1 05/07/97 01 0655486629 05 06/01/97 25.0000 396666 N 05/01/27 0 3068239 T55/U56 F 379,730.00 ZZ 360 346,319.10 1 7.0000 2526.36 93 6.7500 2526.36 DANVILLE CA 94506 1 09/16/98 04 0655486934 03 11/01/98 27.0000 397021 O 10/01/28 0 3120358 K10/U57 F 38,400.00 ZZ 360 37,081.78 1 11.5000 380.27 90 11.0000 380.27 SAN ANTONIO TX 78220 1 08/30/99 00 0655475556 05 10/01/99 0.0000 9901637 O 09/01/29 0 3145029 J54/U57 F 95,000.00 ZZ 360 90,546.19 1 9.2400 780.86 83 8.9400 780.86 HIGHPOINT NC 27262 5 12/08/99 00 0655475630 05 02/01/00 0.0000 7732821 O 01/01/30 0 3166236 J54/U56 F 189,000.00 ZZ 360 178,102.91 1 8.6000 1466.66 90 8.1000 1466.66 KIHEI HI 96753 2 06/01/99 00 0655476679 05 08/01/99 0.0000 9543171 O 07/01/29 0 3188143 622/U57 F 24,000.00 ZZ 360 22,389.19 1 11.1250 230.83 75 10.6250 230.83 NORTH LITTLE RAR 72114 1 09/24/99 00 0655476364 05 11/01/99 0.0000 1681485 O 10/01/29 0 3188966 879/U57 F 126,400.00 ZZ 360 120,342.17 1 9.5000 1062.84 80 9.0000 1062.84 CANTON OH 44714 5 08/30/99 00 0655476299 05 10/01/99 0.0000 110739 O 09/01/29 0 3210005 J54/L08 F 32,400.00 ZZ 180 25,598.78 4 11.7500 383.66 80 11.2500 383.66 WATERLOO IA 50702 5 11/18/99 00 0690010046 05 01/01/00 0.0000 9714022 O 12/01/14 0 3229664 N74/U56 F 117,000.00 ZZ 360 112,061.48 1 10.9900 1113.33 90 10.4900 1113.33 OLIVE BRANCH MS 38654 1 02/10/00 00 0655478857 05 03/10/00 0.0000 2376311 O 02/10/30 0 3239059 E82/G02 F 40,750.00 ZZ 360 39,135.87 1 9.8750 353.85 95 9.6250 353.85 PLEASANTVILLE NJ 08201 1 02/29/00 04 0400258901 01 04/01/00 30.0000 0400258901 O 03/01/30 0 3239780 A73/U57 F 52,500.00 ZZ 360 47,780.35 1 11.9000 535.98 75 11.4000 535.98 SPRING CITY TN 37381 5 11/15/99 00 0655477230 05 01/01/00 0.0000 9901122469 N 12/01/29 0 3239796 A73/U57 F 103,250.00 ZZ 360 98,371.07 1 9.9000 898.47 83 9.4000 898.47 MIRAMAR FL 33025 5 10/18/99 00 0655477313 05 12/01/99 0.0000 9901134753 O 11/01/29 0 3284373 526/686 F 34,500.00 ZZ 360 32,436.26 1 8.7500 271.41 75 8.5000 271.41 CORAL SPRINGS FL 33071 1 02/28/00 00 6103957905 01 04/01/00 0.0000 0395790 N 03/01/30 0 3308607 J54/U56 F 45,000.00 ZZ 180 35,494.71 1 11.2500 518.56 90 10.7500 518.56 TULSA OK 74115 5 10/25/99 00 0655478618 05 12/01/99 0.0000 9582762 O 11/01/14 0 3308609 J54/U56 F 105,600.00 ZZ 360 98,838.53 1 7.9900 774.12 80 7.4900 774.12 ORANGE PARK FL 32073 5 06/22/99 00 0655478550 05 08/01/99 0.0000 7629605 O 07/01/29 0 3322338 T14/R44 F 124,000.00 ZZ 360 116,958.04 1 8.0000 909.87 100 7.7500 909.87 SPRING CREEK NV 89815 2 03/27/00 00 0400193165 03 05/01/00 0.0000 0400193165 O 04/01/30 0 3336862 623/R44 F 33,700.00 ZZ 180 31,226.99 1 12.2500 353.14 75 11.7500 353.14 PARMA ID 83660 1 01/31/00 00 0432054260 05 03/01/00 0.0000 1717016 O 02/01/15 0 3341428 461/461 F 45,000.00 ZZ 360 42,967.35 1 9.3750 374.29 90 9.1250 374.29 DELANO CA 93215 1 03/23/00 10 9023281603 05 05/01/00 25.0000 9023281603 N 04/01/30 0 3345372 134/G06 F 32,175.00 ZZ 360 30,746.52 1 9.2500 264.70 90 9.0000 264.70 WICHITA FALLS TX 76305 1 02/23/00 11 0690026646 05 04/01/00 25.0000 9992207 N 03/01/30 0 3351463 K10/U56 F 24,000.00 ZZ 180 22,832.89 1 11.5900 239.32 80 10.0900 239.32 MEMPHIS TN 38109 1 04/14/99 00 0655478402 05 05/19/99 0.0000 2001759 O 04/19/14 0 3413355 286/286 F 68,850.00 ZZ 360 66,175.70 2 9.8750 597.86 90 9.6250 597.86 SPRINGFIELD MA 01107 1 03/09/00 11 9989680 05 05/01/00 25.0000 0009989680 N 04/01/30 0 3413356 286/286 F 72,000.00 ZZ 360 69,116.34 2 9.8750 625.22 90 9.6250 625.22 SPRINGFIELD MA 01107 1 03/09/00 11 9989684 05 05/01/00 25.0000 0009989684 N 04/01/30 0 3462437 Q72/J39 F 42,500.00 ZZ 360 41,228.51 1 13.7500 495.17 50 13.2500 495.17 TUCSON AZ 85730 5 06/01/98 00 0800100984 03 07/15/98 0.0000 0800100984 O 06/15/28 0 3462537 Q72/Q71 F 26,000.00 ZZ 180 19,559.98 1 18.3750 425.74 20 17.8750 425.74 RICHMOND IN 47374 1 04/30/97 00 0800095432 05 06/01/97 0.0000 0800095432 O 05/01/12 0 5012400 642/U72 F 74,600.00 ZZ 360 69,687.40 1 10.2500 668.49 103 10.0000 668.49 TARKIO MO 64491 5 06/13/01 00 0432914968 05 08/01/01 0.0000 05100001 O 07/01/31 0 5086348 964/U72 F 90,550.00 ZZ 360 86,816.58 1 7.7500 648.71 80 7.5000 648.71 PHOENIX AZ 85032 1 07/24/01 00 0433040607 05 09/01/01 0.0000 134359 O 08/01/31 0 6103778 Q72/X56 F 118,802.08 ZZ 360 106,625.30 1 6.3750 741.17 68 5.8750 741.17 WALPOLE MA 02071 1 12/01/98 00 749287 05 01/20/99 0.0000 3786548 O 12/20/28 0 7748231 E22/J39 F 500,000.00 ZZ 180 426,166.95 1 6.0000 4219.28 41 5.7500 4219.28 AVENTURA FL 33180 1 06/04/02 00 0413940826 09 07/01/02 0.0000 0413940826 O 06/01/17 0 7756983 405/943 F 380,000.00 ZZ 180 326,739.22 1 6.7500 3362.66 59 6.0000 3362.66 SAN DIEGO CA 92130 5 05/02/02 00 1840111 03 07/01/02 0.0000 0018401117 O 06/01/17 0 7763495 E22/J39 F 73,000.00 ZZ 180 62,874.12 1 6.5000 635.91 64 6.2500 635.91 MIAMI FL 33177 2 06/05/02 00 0414156711 05 08/01/02 0.0000 0414156711 O 07/01/17 0 8869983 Q72/Y95 F 92,238.27 ZZ 329 89,263.74 1 9.0000 762.65 88 8.5000 762.65 LOUISBURG NC 27549 5 12/18/02 00 1112004457 09 01/01/03 0.0000 1005003681 O 05/01/30 0 8874363 Q72/Y95 F 79,800.79 ZZ 360 79,257.22 1 6.2000 488.76 126 5.7000 488.76 MARION OH 43302 5 03/01/05 00 1112006630 05 03/15/05 0.0000 2000000631 O 02/15/35 0 8876367 Q72/Y95 F 44,075.86 ZZ 132 43,933.94 1 14.0000 656.14 70 13.5000 656.14 COLUMBIA SC 29203 5 11/22/04 00 1112007627 05 12/15/04 0.0000 6000019167 O 11/15/15 0 8877503 Q72/Y95 F 24,777.29 ZZ 160 23,710.86 1 8.0000 252.33 71 7.5000 252.33 LAUREL HILL NC 28351 5 08/08/04 00 1112008192 09 09/01/04 0.0000 6000020704 O 12/01/17 0 8880453 Q72/Y95 F 90,020.97 ZZ 300 89,361.53 1 9.0000 755.45 91 8.5000 755.45 MIAMI FL 33056 5 01/14/05 00 1112009651 05 02/15/05 0.0000 6000028592 O 01/15/30 0 8881579 Q72/Y95 F 31,421.00 ZZ 181 24,056.89 1 10.2500 342.47 47 9.7500 342.47 PITTSBURGH PA 15235 5 03/18/99 00 1112010203 05 04/23/99 0.0000 6000030978 O 04/23/14 0 8882467 Q72/Y95 F 19,266.23 ZZ 105 18,739.67 1 9.2500 268.32 63 8.7500 268.32 MCKEESPORT PA 15132 5 04/29/05 00 1112010642 05 06/01/05 0.0000 6000032879 O 02/01/14 0 8883567 Q72/Y95 F 31,391.00 ZZ 180 24,935.08 1 11.8800 374.32 18 11.3800 374.32 RIVERTON UT 84065 5 11/12/99 00 1112011184 05 12/17/99 0.0000 6000037805 O 11/17/14 0 9053551 Q72/B51 F 31,110.00 ZZ 240 27,843.69 1 9.7000 294.06 81 9.2000 294.06 STAFFORD OH 43786 5 11/07/00 00 810001775 05 12/13/00 0.0000 2000001689 O 11/13/20 0 9055003 Q72/B51 F 49,490.00 ZZ 240 44,364.68 1 11.4000 524.37 69 10.9000 524.37 FRANKLIN IN 46131 5 12/01/97 00 810002155 05 12/20/97 0.0000 5000025462 O 11/20/17 0 9218886 Q72/S48 F 28,800.00 ZZ 360 16,038.14 1 7.8500 217.23 90 7.6720 217.23 MCKEESPORT PA 15241 5 06/04/84 00 102604790 05 08/01/84 0.0000 102604790 O 07/01/14 0 9218890 Q72/S48 F 25,300.00 ZZ 360 18,533.03 1 13.3750 287.31 80 13.1120 287.31 LANSDALE PA 19446 5 03/26/85 00 102604824 05 06/01/85 0.0000 102604824 O 05/01/15 0 9219318 Q72/S48 F 35,000.00 ZZ 360 10,846.35 1 11.0000 331.69 41 10.7370 331.69 BIRMINGHAM AL 35226 5 10/13/78 00 102668522 05 11/13/78 0.0000 102668522 O 10/13/08 0 9219788 Q72/S48 F 45,000.00 ZZ 360 36,220.82 1 8.0000 324.94 80 7.8220 324.94 NARRAGANSET RI 02882 5 10/16/92 00 102578150 05 12/01/92 0.0000 102578150 O 11/01/22 0 9220676 Q72/S48 F 38,900.00 ZZ 359 14,141.85 1 9.3750 308.40 80 9.1120 308.40 WEBSTER TX 77598 5 06/05/80 00 108934373 05 08/01/80 0.0000 108934373 O 06/01/10 0 9236388 Q72/X56 F 18,000.00 ZZ 180 15,088.67 1 9.8750 192.08 15 9.3750 192.08 CHATTANOOGA TN 37421 5 04/11/01 00 115971 05 05/11/01 0.0000 9001625663 O 04/11/16 0 9557929 Q72/S48 F 117,500.00 ZZ 360 115,184.05 1 5.8750 695.06 57 5.6250 695.06 CONCORD NC 28025 2 04/09/04 00 6646106713 05 06/01/04 0.0000 6646106713 O 05/01/34 0 9573233 Q72/X79 F 236,700.00 ZZ 360 221,809.37 1 7.0000 1574.78 90 6.7500 1574.78 MANHATTAN NY 10280 1 08/24/01 04 7075422308 08 10/01/01 25.0000 7075422308 O 09/01/31 0 9574065 Q72/X79 F 119,250.00 T 360 109,304.80 1 6.8750 783.39 90 6.6250 783.39 HOMEWOOD IL 60430 1 03/30/99 14 3597556 05 05/01/99 25.0000 3597556 O 04/01/29 0 9689697 Q72/W60 F 162,000.00 ZZ 360 158,852.24 1 6.1000 981.72 90 5.6000 981.72 HIGH RIDGE MO 63049 5 01/20/04 00 13738653 05 03/01/04 0.0000 68356021 O 02/01/34 0 9689725 Q72/W60 F 108,000.00 ZZ 360 106,697.48 1 7.9900 791.72 90 7.4900 791.72 WAYNESVILLE GA 31566 5 03/12/04 00 13738828 05 05/01/04 0.0000 71885404 O 04/01/34 0 9689729 Q72/W60 F 124,200.00 ZZ 360 122,206.25 1 6.5000 785.03 90 6.0000 785.03 CALUMET CITY IL 60409 5 03/12/04 00 13738752 05 05/01/04 0.0000 71979421 O 04/01/34 0 9723195 Q72/X79 F 27,789.25 ZZ 360 15,718.32 1 13.0000 392.99 93 12.7500 392.99 HOUSTON TX 77048 1 04/01/80 00 660936 05 06/01/80 0.0000 660936 O 05/01/10 0 9723203 Q72/X79 F 108,189.90 ZZ 325 105,912.71 1 7.2500 761.11 106 7.0000 761.11 WAUSAU WI 54401 5 01/01/04 92 7074870614 05 02/01/04 30.0000 7074870614 O 02/01/31 0 9723227 Q72/X79 F 94,000.00 ZZ 360 91,833.10 1 5.7400 547.97 24 5.4900 547.97 BIRMINGHAM MI 48009 5 11/25/03 00 7079811357 05 01/01/04 0.0000 7079811357 O 12/01/33 0 9723259 Q72/X79 F 103,000.00 ZZ 180 53,913.24 1 7.8750 976.91 45 7.6250 976.91 SARASOTA FL 34233 5 11/18/96 00 9181116 05 01/01/97 0.0000 9181116 O 12/01/11 0 9723287 Q72/X79 F 49,500.00 T 240 47,335.21 1 5.9400 352.93 90 5.6900 352.93 ATLANTIC CITY NJ 08401 1 11/19/04 14 29634797 08 01/01/05 25.0000 29634797 O 12/01/24 0 9723301 Q72/X79 F 119,000.00 ZZ 360 117,897.52 1 6.5000 752.17 100 6.2500 752.17 MIAMI FL 33176 1 10/29/04 14 29104619 01 12/01/04 35.0000 29104619 O 11/01/34 0 9723355 Q72/X79 F 80,500.00 ZZ 360 79,075.05 1 6.8750 528.83 95 6.6250 528.83 SAINT LOUIS MO 63130 5 07/16/04 14 28116317 05 09/01/04 30.0000 28116317 O 08/01/34 0 9723357 Q72/X79 F 90,000.00 ZZ 360 88,869.72 1 6.5700 573.02 100 6.3200 573.02 WHITEHOUSE TX 75791 1 07/16/04 14 27940949 05 09/01/04 35.0000 27940949 O 08/01/34 0 9723367 Q72/X79 F 231,500.00 ZZ 360 228,102.94 1 7.2900 1585.53 100 7.0400 1585.53 FLORENCE KY 41042 1 02/17/04 04 26717868 05 04/01/04 35.0000 26717868 O 03/01/34 0 9723403 Q72/X79 F 548,000.00 ZZ 180 506,865.78 2 4.8750 4297.95 75 4.6250 4297.95 BROOKLYN NY 11204 2 01/08/04 00 24890089 05 03/01/04 0.0000 24890089 O 02/01/19 0 9723425 Q72/X79 F 127,879.00 ZZ 360 123,803.90 1 4.9500 682.58 100 4.7000 682.58 POLAND ME 04274 1 07/21/03 98 22504898 05 09/01/03 99.0000 22504898 O 08/01/33 0 9723447 Q72/X79 F 36,000.00 ZZ 360 28,944.94 2 8.2500 270.46 90 8.0000 270.46 ERIE PA 16503 1 01/21/00 11 11035482 05 03/01/00 25.0000 11035482 O 02/01/30 0 9723479 Q72/X79 F 47,850.00 T 180 42,995.30 1 4.6570 369.91 79 4.4070 369.91 PENNSAUKEN NJ 08110 5 07/24/03 00 24998072 09 09/01/03 0.0000 24998072 O 08/01/18 0 9723507 Q72/X79 F 54,819.28 ZZ 287 53,779.33 1 7.7500 420.29 100 7.5000 420.29 BOONVILLE IN 47601 1 06/01/04 98 1175355 05 07/01/04 99.0000 1175355 O 05/01/28 0 9723715 Q72/X79 F 261,870.00 ZZ 180 228,291.97 3 5.5000 2139.70 70 5.2500 2139.70 BROOKLYN NY 11216 5 03/24/03 00 20968582 05 05/01/03 0.0000 20968582 O 04/01/18 0 9723739 Q72/X79 F 288,000.00 ZZ 240 268,805.13 1 5.7500 2022.21 46 5.5000 2022.21 NOVATO CA 94947 2 05/11/03 00 21878087 05 06/01/03 0.0000 21878087 O 05/01/23 0 9723749 Q72/X79 F 140,887.00 ZZ 360 133,970.92 1 5.8750 833.40 100 5.6250 833.40 SPARTANBURG SC 29307 1 08/29/03 00 22350268 05 10/01/03 0.0000 22350268 O 09/01/33 0 9723807 Q72/X79 F 221,676.00 ZZ 360 212,803.95 1 5.8750 1311.30 97 5.6250 1311.30 FARMINGTON MN 55024 1 09/18/03 00 25119934 05 11/01/03 0.0000 25119934 O 10/01/33 0 9723815 Q72/X79 F 265,050.00 ZZ 360 259,932.49 2 5.5000 1504.93 82 5.2500 1504.93 BROOKLYN NY 11207 1 04/01/04 00 25504119 05 05/01/04 0.0000 25504119 O 04/01/34 0 9723915 Q72/X79 F 41,635.00 ZZ 360 41,101.77 1 6.6250 266.60 95 6.3750 266.60 SULPHUR SPRINGTX 75482 1 06/18/04 14 28082030 05 08/01/04 35.0000 28082030 O 07/01/34 0 9723959 Q72/X79 F 72,500.00 ZZ 360 71,576.67 1 6.6250 464.23 100 6.3750 464.23 ROCHESTER PA 15074 1 07/28/04 04 28517241 05 09/01/04 35.0000 28517241 O 08/01/34 0 9723967 Q72/X79 F 103,000.00 ZZ 360 101,912.81 1 6.9800 683.88 100 6.7300 683.88 WAXAHACHIE TX 75167 1 08/16/04 14 28583235 05 10/01/04 35.0000 28583235 O 09/01/34 0 9723975 Q72/X79 F 85,400.00 ZZ 360 84,413.81 1 6.2500 525.83 93 6.0000 525.83 VALOIS NY 14841 1 10/19/04 00 28632297 05 12/01/04 0.0000 28632297 O 11/01/34 0 9723983 Q72/X79 F 212,900.00 ZZ 360 210,571.37 1 6.1400 1295.67 64 5.8900 1295.67 MIDDLESEX NJ 08846 1 09/01/04 00 28787026 05 11/01/04 0.0000 28787026 O 10/01/34 0 9724003 Q72/X79 F 40,950.00 ZZ 360 40,560.44 1 6.8750 269.02 90 6.6250 269.02 COLUMBUS OH 43207 1 09/29/04 14 29170974 05 11/01/04 25.0000 29170974 N 10/01/34 0 9724007 Q72/X79 F 19,000.00 ZZ 240 18,591.29 1 6.2500 138.88 95 6.0000 138.88 WINDBER PA 15963 1 10/22/04 14 29244159 05 12/01/04 25.0000 29244159 O 11/01/24 0 9724027 Q72/X79 F 41,096.25 ZZ 312 39,826.62 1 5.8750 256.00 92 5.6250 256.00 BRADENTON FL 34205 1 10/22/03 14 4916029 06 12/01/03 25.0000 4916029 O 11/01/29 0 9724053 Q72/X79 F 12,270.00 ZZ 360 11,297.92 2 7.8750 088.97 99 7.6250 088.97 BUFFALO NY 14211 1 06/15/98 00 1851369 05 08/01/98 0.0000 1851369 O 07/01/28 0 9724057 Q72/X79 F 39,788.00 ZZ 360 36,732.39 1 7.4000 275.49 100 7.1500 275.49 PHILADELPHIA PA 19134 1 10/11/01 00 16765695 05 12/01/01 0.0000 16765695 O 11/01/31 0 9729465 Q72/B51 F 89,900.00 ZZ 360 84,133.51 1 5.3750 503.42 100 4.8750 503.42 GERMANTOWN MD 20874 1 05/23/01 14 810003029 01 07/01/01 30.0000 15171002 O 06/01/31 0 9739933 Q72/W60 F 125,600.00 ZZ 360 124,376.43 1 6.7500 814.64 80 6.2500 814.64 CLEARWATER FL 33761 1 09/21/04 00 13738950 05 11/01/04 0.0000 3000664291 N 10/01/34 0 9739937 Q72/W60 F 92,800.00 ZZ 360 91,938.42 1 7.0000 617.40 80 6.5000 617.40 CLEARWATER FL 33761 1 09/30/04 00 13738968 05 11/01/04 0.0000 3000669020 N 10/01/34 0 9786741 Q72/W60 F 62,500.00 ZZ 180 60,213.31 1 7.8000 590.09 71 7.3000 590.09 DALLAS TX 75241 5 09/08/04 00 13745302 05 10/20/04 0.0000 1301822867 O 09/20/19 0 9786747 Q72/W60 F 71,000.00 ZZ 240 69,669.59 1 8.2500 604.97 90 7.7500 604.97 TECUMSEH OK 74873 5 09/16/04 00 13745351 05 11/05/04 0.0000 1301833696 O 10/05/24 0 9786781 Q72/W60 F 136,000.00 ZZ 360 134,636.55 1 6.6000 868.58 80 6.1000 868.58 APOPKA FL 32703 2 10/15/04 00 13745336 05 11/20/04 0.0000 1500061735 O 10/20/34 0 9786807 Q72/W60 F 162,000.00 ZZ 360 160,850.48 1 7.8700 1174.05 90 7.3700 1174.05 POWDER SPRINGSGA 30127 5 10/29/04 00 13745385 05 12/05/04 0.0000 1500077234 O 11/05/34 0 9786821 Q72/W60 F 115,200.00 ZZ 360 114,310.52 1 7.4500 801.56 80 6.9500 801.56 OXON HILL MD 20745 5 10/27/04 00 13745401 09 12/05/04 0.0000 1500089678 O 11/05/34 0 9786837 Q72/W60 F 88,000.00 ZZ 360 87,287.36 1 7.2750 601.81 79 6.7750 601.81 LEAGUE CITY TX 77573 5 11/12/04 00 13745344 05 12/20/04 0.0000 1500103974 O 11/20/34 0 9803775 Q72/W60 F 63,992.00 ZZ 360 63,605.45 1 9.3500 531.09 80 8.8500 531.09 WEST TX 76691 5 10/08/04 00 13800180 05 11/20/04 0.0000 1500047791 O 10/20/34 0 9818761 Q72/W60 F 122,764.00 ZZ 360 118,848.33 1 5.5000 697.04 95 5.0000 697.04 CLAWSON MI 48017 2 06/24/03 98 13800891 05 08/01/03 99.0000 3379844 O 07/01/33 0 9818763 Q72/W60 F 162,045.00 ZZ 360 157,707.88 1 6.5000 1024.23 97 6.0000 1024.23 VIRGINIA BEACHVA 23452 2 09/29/03 99 13800909 05 11/01/03 25.0000 3407437 O 10/01/33 0 9831005 Q72/906 F 243,000.00 ZZ 360 240,471.50 1 6.8750 1596.34 90 6.6250 1596.34 FORT MITCHELL KY 41017 1 08/31/04 01 7080045778149 05 10/01/04 25.0000 7080045778149 N 09/01/34 0 9831007 Q72/906 F 140,650.00 ZZ 360 139,079.45 1 5.7500 820.80 97 5.5000 820.80 GLENCOE MN 55336 1 11/01/04 14 7080046765251 05 12/01/04 35.0000 7080046765251 O 11/01/34 0 9831013 Q72/906 F 74,000.00 ZZ 360 73,227.09 1 6.0000 443.67 100 5.7500 443.67 MOLINE IL 61265 1 10/22/04 00 7080047589965 05 12/01/04 0.0000 7080047589965 O 11/01/34 0 9831021 Q72/906 F 104,734.00 ZZ 360 102,143.14 1 8.2500 786.83 100 8.0000 786.83 HOUSTON TX 77073 1 10/31/02 10 7080014361562 05 12/01/02 40.0000 7080014361562 O 11/01/32 0 9831051 Q72/906 F 89,500.00 ZZ 360 71,263.57 1 8.5000 688.18 100 8.2500 688.18 WALDEN NY 12586 1 01/30/98 00 6852937527 05 03/01/98 0.0000 6852937527 O 02/01/28 0 9831065 Q72/906 F 100,000.00 ZZ 360 97,300.66 1 7.7500 716.41 95 7.5000 716.41 HOUSTON TX 77085 1 10/31/02 10 7080012268405 05 12/01/02 35.0000 7080012268405 O 11/01/32 0 9831067 Q72/906 F 146,900.00 ZZ 360 142,856.16 1 8.0000 1077.90 100 7.7500 1077.90 HOUSTON TX 77054 1 10/07/02 10 7080013862495 01 12/01/02 40.0000 7080013862495 O 11/01/32 0 9831235 Q72/906 F 214,200.00 ZZ 180 211,022.75 1 6.9500 1417.90 90 6.7000 1417.90 FORT COLLINS CO 80526 5 03/18/04 12 7080136070588 05 05/01/04 12.0000 7080136070588 O 04/01/19 0 9831251 Q72/906 F 24,000.00 ZZ 180 22,018.13 1 7.9500 228.67 56 7.7000 228.67 SHREVEPORT LA 71106 5 03/26/04 00 7080136324589 05 05/01/04 0.0000 7080136324589 N 04/01/19 0 9831343 Q72/906 F 65,000.00 ZZ 180 62,107.46 1 8.2500 630.60 70 8.0000 630.60 LAREDO TX 78045 5 05/14/04 00 7080137241295 05 07/01/04 0.0000 7080137241295 O 06/01/19 0 9831419 Q72/906 F 80,450.00 ZZ 360 79,443.96 1 6.7500 521.80 95 6.5000 521.80 WEATHERFORD TX 76087 2 06/23/04 19 7080138204169 05 08/01/04 30.0000 7080138204169 O 07/01/34 0 9831453 Q72/906 F 184,184.00 ZZ 360 182,041.47 1 7.5000 1287.84 95 7.2500 1287.84 CHARLOTTE NC 28262 1 05/20/04 00 7080139222293 03 07/01/04 0.0000 7080139222293 O 06/01/34 0 9831467 Q72/906 F 163,566.00 ZZ 360 162,254.75 1 7.2500 1115.81 96 7.0000 1115.81 MEMPHIS TN 38135 1 10/27/04 04 7080140179995 05 12/01/04 35.0000 7080140179995 O 11/01/34 0 9831523 Q72/906 F 229,724.00 ZZ 360 227,245.19 1 6.3750 1433.18 95 6.1250 1433.18 ELLENSBURG WA 98926 4 09/13/04 04 7080044050177 05 11/01/04 30.0000 7080044050177 O 10/01/34 0 9843985 Q72/703 F 370,000.00 ZZ 360 362,920.21 1 6.7500 2399.81 88 6.5500 2399.81 VISTA CA 92081 2 11/14/03 10 37410853 09 01/01/04 30.0000 37410853 O 12/01/33 0 9848023 Q72/W60 F 428,000.00 ZZ 360 424,080.32 1 5.9900 2563.33 80 5.4900 2563.33 SIMI VALLEY CA 93065 5 11/16/04 00 13865134 05 01/01/05 0.0000 1500125305 O 12/01/34 0 9853579 Q72/905 F 550,000.00 ZZ 360 534,092.25 1 5.5000 3122.84 71 5.2500 3122.84 SALINAS CA 93908 5 07/25/03 00 225352673 05 09/01/03 0.0000 225352673 O 08/01/33 0 9861835 Q72/W60 F 115,611.39 ZZ 326 114,008.44 1 7.8750 860.74 104 7.3750 860.74 FORTH WORTH TX 76116 1 05/06/04 00 13862784 05 07/01/04 0.0000 8020892280 O 08/01/31 0 9867425 Q72/B51 F 20,826.00 ZZ 360 20,417.52 1 9.