EX-10 3 rs3psafinal.txt EX 10.1 POOLING AND SERVICING AGREEMENT RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., Depositor, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and JPMORGAN CHASE BANK Trustee POOLING AND SERVICING AGREEMENT Dated as of March 1, 2004 Mortgage Asset-Backed Pass-Through Certificates Series 2004-RS3

xi This Pooling and Servicing Agreement, effective as of March 1, 2004, 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, a New York banking corporation, 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 fourteen 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 Mortgage Loans and certain other related assets (exclusive of the Reserve Fund) 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 "Uncertificated REMIC I Pass- Through Rate") and initial Uncertificated Principal Balance for each "regular interest" 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 the REMIC I Regular Interests shall be the 360th Distribution Date. The REMIC I Regular Interests will not be certificated. Uncertificated Designation REMIC-I Initial Uncertificated Latest Possible Pass-Through Rate Principal-Balance Maturity-Date-(1) AA Variable(2) March 25, 2034 $294,000,168.20 A-I-1 Variable(2) March 25, 2034 $937,000.00 A-I-2 Variable(2) March 25, 2034 $509,000.00 A-I-3 Variable(2) March 25, 2034 $211,000.00 A-I-4 Variable(2) March 25, 2034 $334,250.00 A-I-5 Variable(2) March 25, 2034 $221,250.00 A-II Variable(2) March 25, 2034 $442,500.00 M-1 Variable(2) March 25, 2034 $127,500.00 M-2 Variable(2) March 25, 2034 $105,000.00 M-3 Variable(2) March 25, 2034 $52,500.00 M-4 Variable(2) March 25, 2034 $30,000.00 M-5 Variable(2) March 25, 2034 $30,000.00 1 ZZ Variable(2) March 25, 2034 $3,000,003.43 1A Variable(2) March 25, 2034 $5,750.03 1B Variable(2) March 25, 2034 $50,000.03 2A Variable(2) March 25, 2034 $1,150.00 2B Variable(2) March 25, 2034 $10,000.00 XX Variable(2) March 25, 2034 $299,933,271.57 ___________________________ (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 "Uncertificated REMIC I Pass-Through Rate" herein. 2 REMIC II As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Certificates will represent the sole class of "residual interests" in REMIC II 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, Final Scheduled Distribution Date and initial ratings for each Class of Certificates comprising the interests representing "regular interests" in REMIC II 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 REMIC II Regular Certificates shall be the 360th Distribution Date.

_______________ (1) Subject to a cap as described in the definition of "Pass-Through Rate" herein. Calculated in accordance with the definition of "Pass-Through Rate" herein. (2) On and after the second Distribution Date after the first possible Optional Termination Date, the Pass-Through Rates on the Class A-I-4, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates will increase by a per annum rate equal to 0.50%. On and after the second Distribution Date after the first possible Optional Termination Date, the margin on the Class A-II Certificates will double. (3) 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. The Group I Loans have an aggregate Cut-off Date Principal Balance equal to $500,000,322.32. The Group I 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 30 years. The Group II Loans have an aggregate Cut-off Date Principal Balance equal to $100,000,020.95. The Group II Loans are adjustable-rate, fully amortizing, first lien mortgage loans having terms to maturity at origination or modification of generally not more than 30 years. 3 In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Accrued Certificate Interest: With respect to each Distribution Date and the Class A Certificates and Class M 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 that Distribution Date. The amount of Accrued Certificate Interest on each Class of Certificates shall be reduced by the amount of (a) Prepayment Interest Shortfalls on the Mortgage 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 Mortgage Loans during the related Due Period, in each case to the extent allocated to that Class of Certificates pursuant to Section 4.02(h); 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 that 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 Mortgage 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 (x) and (xi) of Section 4.02(c). 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. Accrued Certificate Interest on the Class A-I Certificates (other than the Class A-I-1 Certificates), Class M Certificates and Class SB Certificates shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Accrued Certificate Interest on the Class A-I-1 Certificates and Class A-II Certificates shall accrue on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period. 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. 4 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. Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto. Amount Held for Future Distribution: As to any Distribution Date, the total of the amounts held in the Custodial Account at the close of business on the preceding Determination Date on account of (i) Liquidation Proceeds, Subsequent Recoveries, 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, Insurance Proceeds, REO Proceeds, Subsequent Recoveries 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. 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. Available Distribution Amount: As to any Distribution Date, an amount equal to (a) the sum of (i) the amount on deposit in the Custodial Account as of the close of business on the immediately 5 preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to Section 3.12(a), (iv) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) and (v) any amount deposited in the Certificate Account pursuant to Section 4.07, 4.08 or 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 on the Mortgage Loans that were received during the related Prepayment Period, (x) the Amount Held for Future Distribution and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account 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 Code: The Bankruptcy Code of 1978, as amended. 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, 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. Capitalization Reimbursement Amount: As to any Distribution Date, the amount of unreimbursed Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans during the preceding calendar month and reimbursed to the Master Servicer or Subservicer pursuant to Section 3.10(a)(vii) on or prior to 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 SB Certificate or Class R Certificate. Certificate Account: The account or accounts created and maintained pursuant to Section 4.01, which shall be entitled "JPMorgan Chase Bank, as trustee, in trust for the registered holders 6 of Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2004-RS3" 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. 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 any Class A Certificate or Class M 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 minus (ii) 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 Sections 4.02(c) 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. 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 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 or Class A-II Certificates. 7 Class A Interest Distribution Amount: With respect to each Class of Class A Certificates and any Distribution Date, the aggregate amount of Accrued Certificate Interest to be distributed to the holders of such Class of Class A Certificates for such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior Distribution Date, less any related Prepayment Interest Shortfalls for such Distribution Date not covered by Eligible Master Servicing Compensation and any Relief Act Shortfalls for such Distribution Date, allocated among the Class A Certificates on a pro rata basis as described herein. Class A Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the Principal Distribution Amount for that Distribution Date or (ii) on or after the Stepdown Date if a 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 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, less the Overcollateralization Floor. Class A-I Certificates: Any one of the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4 or Class A-I-5 Certificates. Class A-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, and in the case of the Class A-I-1 Certificates, multiplied by a fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period. Class A-I Net WAC Cap Shortfall: With respect to the Class A-I-1, Class A-I-3, Class A-I-4 and Class A-I-5 Certificates and any Distribution Date for which the Pass-Through Rate for such Certificates is equal to the Class A-I Net WAC Cap Rate, the excess, if any, of (x) Accrued Certificate Interest on that Class of Certificates calculated at a rate equal to the rate determined in clause (i) of the definition of Pass-Through Rate for such Class of Class A-I Certificates over (y) Accrued Certificate Interest on such Class of Class A-I Certificates for such Distribution Date calculated at the Class A-I Net WAC Cap Rate. Class A-I Net WAC Cap Shortfall Carry-Forward Amount: With respect to the Class A-I-1, Class A-I-3, Class A-I-4 and Class A-I-5 Certificates and each Distribution Date, the sum of (a) the aggregate amount of Class A-I Net WAC Cap Shortfall for such Class on such Distribution Date plus (b) any Class A-I Net WAC Cap Shortfall Carry-Forward Amount for such Class remaining unpaid 8 from the preceding Distribution Date, plus (c) one month's interest on the amount in clause (b) (based on the number of days in the preceding Interest Accrual Period), to the extent previously unreimbursed by Excess Cash Flow pursuant to Section 4.02(c)(xii), at a rate equal to the related Pass-Through Rate. Class A-I Principal Distribution Amount: On any Distribution Date, the Class A Principal Distribution Amount multiplied by a fraction, the numerator of which is the portion of the Principal Allocation Amount related to the Group I Loans for such Distribution Date and the denominator of which is the Principal Allocation Amount for all of the Mortgage Loans for such Distribution Date. Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB Certificates and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of Loan Group I as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class A-I Net WAC Cap Shortfall Carry- Forward Amount from the Reserve Fund. Class A-I-1 Margin: With respect to the Class A-I-1 Certificates and any Distribution Date, 0.09% per annum. Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB Certificates and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of Loan Group I 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-I-3 Certificate: Any one of the Class A-I-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB Certificates and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of Loan Group I as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class A-I Net WAC Cap Shortfall Carry- Forward Amount from the Reserve Fund. Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB Certificates and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of Loan Group I as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class A-I Net WAC Cap Shortfall Carry- Forward Amount from the Reserve Fund. Class A-I-5 Certificate: Any one of the Class A-I-5 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, 9 senior to the Class M Certificates, Class SB Certificates and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of Loan Group I as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class A-I Net WAC Cap Shortfall Carry- Forward Amount from the Reserve Fund. Class A-I-5 Lockout Distribution Amount: For any Distribution Date, the product of (x) the Class A-I-5 Lockout Percentage for that Distribution Date and (y) the Class A-I-5 Pro Rata Distribution Amount for that Distribution Date. In no event shall the Class A-I-5 Lockout Distribution Amount for a Distribution Date exceed the Class A-I Principal Distribution Amount for that Distribution Date or the Certificate Principal Balance of the Class A-I-5 Certificates immediately prior to that Distribution Date. Class A-I-5 Lockout Percentage: For each Distribution Date, the applicable percentage set forth below: (i) for any Distribution Date from April 2004 through and including March 2007, 0%, (ii) for any Distribution Date from April 2007 through and including March 2009, 45%, (iii) for any Distribution Date from April 2009 through and including March 2010, 80%, (iv) for any Distribution Date from April 2010 through and including March 2011, 100%, and (v) for any Distribution Date on or after April 2011, 300%. Class A-I-5 Pro Rata Distribution Amount: For any Distribution Date, an amount equal to the product of (x) a fraction, the numerator of which is the Certificate Principal Balance of the Class A-I-5 Certificates immediately prior to that Distribution Date and the denominator of which is the aggregate Certificate Principal Balance of the Class A-I Certificates immediately prior to that Distribution Date and (y) the Class A-I Principal Distribution Amount for that Distribution Date. Class A-II Basis Risk Shortfall: With respect to the Class A-II Certificates and any Distribution Date for which the Pass-Through Rate for such Certificates is equal to the Class A-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 Class A-II Margin, as calculated for such Distribution Date, and (b) the Maximum Class A-II Rate, over (y) Accrued Certificate Interest on the Class A-II Certificates for such Distribution Date calculated at the Class A-II Net WAC Cap Rate. Class A-II Basis Risk Shortfall Carry-Forward Amount: With respect to the Class A-II Certificates and any Distribution Date, the sum of (a) the aggregate amount of Class A-II Basis Risk Shortfall for such Class on such Distribution Date plus (b) any Class A-II Basis Risk Shortfall Carry- Forward Amount for such Class remaining unpaid from the preceding Distribution Date, plus (c) one month's interest on the amount in clause (b) (based on the number of days in the preceding Interest 10 Accrual Period), to the extent previously unreimbursed by Excess Cash Flow pursuant to Section 4.02(c)(xii), at a rate equal to the related Pass-Through Rate. Class A-II Certificate: Any one of the Class A-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB Certificates and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of Loan Group II as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class A-II Basis Risk Shortfall Carry-Forward Amount from the Reserve Fund. Class A-II Margin: With respect to the Class A-II Certificates, initially 0.24% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Optional Termination Date, 0.48% per annum. Class A-II Net WAC Cap Rate: With respect to any Distribution Date, the product of (i) 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 (ii) a fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period. Class A-II Principal Distribution Amount: On any Distribution Date, the Class A Principal Distribution Amount multiplied by a fraction, the numerator of which is the portion of the Principal Allocation Amount related to the Group II Loans for such Distribution Date and the denominator of which is the Principal Allocation Amount for all of the Mortgage Loans for such Distribution Date. Class M Certificate: Any one of the Class M-1, Class M-2, Class M-3, Class M-4 or Class M-5 Certificates. Class M Net WAC Cap Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) of the Group I Loans and 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 in proportion to the results of subtracting from the aggregate Stated Principal Balance of each Loan Group the aggregate Certificate Principal Balance of the related Class A Certificates. Class M Net WAC Cap Shortfall: With respect to the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates and any Distribution Date for which the Pass-Through Rate for any such Class of Certificates is equal to the Class M Net WAC Cap Rate, the excess, if any, of (x) Accrued Certificate Interest on that Class of Class M Certificates calculated at a rate equal to the rate determined in clause (i) of the definition of Pass-Through Rate for such Class of Class M Certificates over (y) Accrued Certificate Interest on such Class of Class M Certificates for such Distribution Date calculated at the Class M Net WAC Cap Rate. 11 Class M Net WAC Cap Shortfall Carry-Forward Amount: With respect to the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates and any Distribution Date, the sum of (a) the aggregate amount of Class M Net WAC Cap Shortfall for each such Class on such Distribution Date plus (b) any Class M Net WAC Cap Shortfall for such Classes remaining unpaid from the preceding Distribution Date, plus (c) one month's interest on the amount in clause (b) (based on the number of days in the preceding Interest Accrual Period), to the extent previously unreimbursed by Excess Cash Flow pursuant to Section 4.02(c)(xii), at a rate equal to the related Pass-Through Rate. Class M-1 Certificate: Any one of the Class M-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-2, Class M-3, Class M-4, Class M-5, Class SB and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall Carry-Forward Amount from the Reserve Fund. Class M-1 Interest Distribution Amount: With respect to the Class M-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 described herein to the Class M-1 Certificates. Class M-1 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Stepdown Date or on or after the 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 Principal Distribution Amount or (ii) on or after the 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 Principal Distribution Amount; and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, less the Overcollateralization Floor. Class M-2 Certificate: Any one of the Class M-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-3, Class M-4, Class M-5, Class SB and Class R-II Certificates with respect to 12 distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall Carry-Forward Amount from the Reserve Fund. Class M-2 Interest Distribution Amount: With respect to the Class M-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 described herein to the Class M-2 Certificates. Class M-2 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Stepdown Date or on or after the 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 Principal Distribution Amount and the Class M-1 Principal Distribution Amount or (ii) on or after the 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 Principal Distribution Amount and the Class M-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 Certificates and Class M-1 Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount and the Class M-1 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, less the Overcollateralization Floor. Class M-3 Certificate: Any one of the Class M-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-4, Class M-5, Class SB and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall Carry-Forward Amount from the Reserve Fund. Class M-3 Interest Distribution Amount: With respect to the Class M-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 13 Distribution Date not covered by Eligible Master Servicing Compensation and any Relief Act Shortfalls for such Distribution Date allocated as described herein to the Class M-3 Certificates. Class M-3 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Stepdown Date or on or after the 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 Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount or (ii) on or after the 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 Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-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 Certificates, Class M-1 Certificates and Class M-2 Certificates (after taking into account the payment of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, less the Overcollateralization Floor. Class M-4 Certificate: Any one of the Class M-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-5, Class SB and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall Carry-Forward Amount from the Reserve Fund. Class M-4 Interest Distribution Amount: With respect to the Class M-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 described herein to the Class M-4 Certificates. Class M-4 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Stepdown Date or on or after the 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 Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution 14 Amount or (ii) on or after the 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 Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount and the Class M-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 Certificates, Class M-1 Certificates, Class M-2 Certificates and Class M-3 Certificates (after taking into account the payment of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, less the Overcollateralization Floor. Class M-5 Certificate: Any one of the Class M-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 SB Certificates and Class R-II Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions and (ii) the right to receive the Class M Net WAC Cap Shortfall Carry-Forward Amount from the Reserve Fund. Class M-5 Interest Distribution Amount: With respect to the Class M-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 described herein to the Class M-5 Certificates. Class M-5 Principal Distribution Amount: With respect to any Distribution Date (i) prior to the Stepdown Date or on or after the 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 Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount or (ii) on or after the 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 Principal Distribution Amount, the Class M-1 Principal 15 Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-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 Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M- 3 Certificates and Class M-4 Certificates (after taking into account the payment of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, less the Overcollateralization Floor. Class R Certificate: Any one of the Class R-I Certificates or Class R-II 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 SB Certificates: 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 Certificates and Class M Certificates with respect to distributions and the allocation of Realized Losses in respect of the Mortgage Loans 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. Closing Date: March 29, 2004. Code: The Internal Revenue Code of 1986. Commission: The Securities and Exchange Commission. 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: Institutional Trust Services/Global Debt, RAMP, Series 2004-RS3. 16 Corresponding Class: With respect to each REMIC I Regular Interest other than REMIC I Regular Interests AA, ZZ, 1A, 1B, 2A and 2B, the Certificate with the corresponding designation. Credit Repository: Equifax, Transunion and Experian, or their successors in interest. 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. Cut-off Date: March 1, 2004. Cut-off Date Balance: $600,000,343.27. 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 March 2004), 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" 17 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. 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 4.11. Derivative Counterparty: Any counterparty to a Derivative Contract as provided in Section 4.11. 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 18 (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 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, or (B) an account or accounts maintained in the corporate asset services department of Bank One, National Association 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 Reserve Fund, a trust account or accounts maintained in the corporate trust division of JPMorgan Chase Bank, 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 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); provided that for purposes of this definition the amount of the 19 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 Cash Flow: With respect to any Distribution Date, an amount equal to the sum of (A) the excess of (i) the Available Distribution Amount for that Distribution Date over (ii) the sum of (a) the Interest Distribution Amount for that Distribution Date and (b) the Principal Remittance Amount for that Distribution Date and (B) the Overcollateralization Reduction Amount, if any, for that Distribution Date. 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. Exchange Act: The Securities Exchange Act of 1934, as amended. 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. FASIT: A "financial asset securitization investment trust" within the meaning of Section 860L of the Code. 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. Final Scheduled Distribution Date: Solely for purposes of the face of the Certificates, as follows: with respect to the Class A-I-1 Certificates, December 25, 2023; with respect to the Class A-I-2 Certificates, June 25, 2029; with respect to the Class A-I-3 Certificates, June 25, 2031; with respect to the Class A-I-4 Certificates, March 25, 2034; with respect to the Class A-I-5 Certificates, March 25, 2034; with respect to the Class A-II Certificates, March 25, 2034; with respect to the Class M-1 Certificates, March 25, 2034; with respect to the Class M-2 Certificates, March 25, 2034; with respect to the Class M-3 Certificates, March 25, 2034; with respect to the Class M-4 Certificates, March 25, 2034; with respect to the Class M-5 Certificates, March 25, 2034; and with respect to the Class SB Certificates, March 25, 2034. No event of default under this Agreement will arise or become applicable solely by reason of the failure to retire the entire Certificate Principal 20 Balance of any Class of Class A Certificates or Class M Certificates on or before its Final Scheduled Distribution Date. Fitch: Fitch, Inc. 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. 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 I Loan: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-1. Group II Loan: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-2. 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. 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 21 the Depositor, the Master Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. 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 Class R Certificates), the Certificate Principal Balance of such Class of Certificates as of the Cut- off Date as set forth in the Preliminary Statement hereto. 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 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 Class A-I Certificates (other than the Class A-I-1 Certificates), Class M Certificates and Class SB Certificates and any Distribution Date, the prior calendar month. With respect to the Class A-I-1 Certificates and Class A-II Certificates, (i) with respect to the Distribution Date in April 2004, the period commencing on the Closing Date and ending on the day preceding the Distribution Date in April 2004, and (ii) with respect to any Distribution Date after the Distribution Date in April 2004, 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, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Interest Distribution Amounts. Interim Certification: As defined in Section 2.02. 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 known to a Responsible Officer of the Trustee to be an Affiliate of any of them. 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. 22 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 Certificates, the Group I Loans, and with respect to the Class A-II Certificates, 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. Marker Rate: With respect to the Class SB Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC I Pass-Through Rate for each of REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular Interest A-I-3, REMIC I Regular Interest A-I-4, REMIC I Regular Interest A-I-5, REMIC I Regular Interest A-II, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, and REMIC I Regular Interest ZZ, with the rate on each such REMIC I Regular Interest (other than REMIC I Regular Interest ZZ) 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, in each case for the purpose of this calculation. Maturity Date: With respect to each Class of Certificates of regular interest or REMIC I Regular Interest issued by each of REMIC I and REMIC II, 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, for each such regular interest March 25, 2034, which is the Distribution Date following the last scheduled monthly payment of the Mortgage Loans. Maximum Class A-II Rate: With respect to the Class A-II Certificates and any Interest Accrual Period, 14.00% per annum. Maximum Mortgage Rate: As to any adjustable rate Mortgage 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 Group II Loan and any date of determination, the Maximum Mortgage Rate minus the sum of (i) the Subservicing Fee Rate and (ii) the Servicing Fee Rate. 23 Maximum Uncertificated Accrued Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) Uncertificated Accrued Interest calculated with the Uncertificated 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 Overcollateralization Amount, in each case for such Distribution Date, over (ii) the sum of Uncertificated Accrued Interest on REMIC I Regular Interests A-I-1 through A-I-5, A-II andM-I-1 through M-I-5, 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. 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-2 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. 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). Moody's: Moody's Investors Service, Inc., or its successor in interest. 24 Mortgage: With respect to each Mortgage Note related to a Mortgage 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 term thereof; (iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE") (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); (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"); 25 (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, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto. 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 F-2 hereto, as applicable, except in the case of the adjustable rate Mortgage Loans indicated by an "X" on Exhibit F-1 or 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. Mortgagor: The obligor on a Mortgage Note. Net Mortgage Rate: With respect to any Mortgage Loan as of any date of determination, a per annum rate equal to the Mortgage Rate for such Mortgage Loan as of such date minus the sum of (i) the related Servicing Fee Rate and (ii) the related Subservicing Fee Rate. 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. 26 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 Servicing Advances that are outstanding with respect to the related Mortgage Loan as a result of a modification of such Mortgage Loan by the Master Servicer, which forgives amounts which the Master Servicer or Subservicer had previously advanced, and the Master Servicer determines that no other source of payment or reimbursement for such advances is available to it, such Servicing Advances shall be deemed to be Nonrecoverable Advances. The determination by the Master Servicer that it has made a Nonrecoverable Advance shall be evidenced by an Officer's Certificate 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 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 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. 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 or REMIC II as REMICs or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of Independent counsel. 27 Optional Termination Date: Any Distribution Date on or after which the Stated Principal Balance (before giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans is less than 10.00% of the Cut-off Date Balance. 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. Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage 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 Certificates and Class M Certificates as of such date, before taking into account distributions of principal to be made on that Distribution Date. Overcollateralization Floor: As to either Loan Group, an amount equal to 0.50% of the aggregate Stated Principal Balance of the related Mortgage Loans as of the Cut-off Date. Overcollateralization Increase Amount: With respect to any Distribution Date, an amount equal to the lesser of (i) the Excess Cash Flow for that Distribution Date available to make payments pursuant to Section 4.02(c)(ix) and (ii) the excess, if any, of (x) the Required Overcollateralization Amount for that Distribution Date over (y) the Overcollateralization Amount for that Distribution Date. Overcollateralization Reduction Amount: With respect to any Distribution Date for which the Excess Overcollateralization Amount is, or would be, after taking into account all other distributions to be made on that Distribution Date, greater than zero, an amount equal to the lesser of (i) the Excess Overcollateralization Amount for that Distribution Date and (ii) the Principal Remittance Amount for that 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-1 Certificates and each Interest Accrual Period a per annum rate equal to the lesser of (i) One-Month LIBOR plus the Class A-I-1 Margin and (ii) the Class A-I Net WAC Cap Rate. With respect to the Class A-I-2 Certificates and each Interest Accrual Period, a per annum rate equal to 3.052%. With respect to the Class A-I-3 Certificates and each Interest Accrual Period, a per annum rate equal to the lesser of (i) 4.237% per annum and (ii) the Class A-I Net WAC Cap Rate. With respect to the Class A-I-4 Certificates and each Interest Accrual Period, a per annum rate equal to the lesser of (i) 5.335% per annum and (ii) the Class A-I Net WAC Cap Rate; provided, that, on or after the second Distribution Date after the first possible Optional Termination Date, the applicable per annum rate for purposes of clause (i) shall be equal to 5.835%. With respect to the Class A-I-5 Certificates and each Interest Accrual Period, a per annum rate equal to the lesser of (i) 4.282% per annum and (ii) the Class A-I Net WAC Cap Rate. For federal income tax purposes, however, the amount determined under each clause (ii) 28 in this paragraph shall be the equivalent of the Class A-I Net WAC Cap Rate, expressed as the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests, weighted on the basis of the respective Uncertificated Principal Balances thereof for such Distribution Date, and multiplied, in the case of the Class A-I-1 Certificates, 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 Certificates and each Interest Accrual Period, a per annum rate equal to the least of (i) LIBOR plus the Class A-II Margin, (ii) the Maximum Class A-II Rate and (iii) the Class A-II Net WAC Cap Rate. For federal income tax purposes, however, the amount determined under clause (iii) in this paragraph shall be the equivalent of the foregoing, expressed as the weighted average of the Uncertificated 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 M-1 Certificates and each Interest Accrual Period, a per annum rate equal to the lesser of (i) 4.836% per annum and (ii) the Class M Net WAC Cap Rate; provided, that, on or after the second Distribution Date after the first possible Optional Termination Date, the applicable per annum rate for purposes of clause (i) shall be equal to 5.336%. With respect to the Class M-2 Certificates and each Interest Accrual Period, a per annum rate equal to the lesser of (i) 5.184% per annum and (ii) the Class M Net WAC Cap Rate; provided, that, on or after the second Distribution Date after the first possibleOptional Termination Date, the applicable per annum rate for purposes of clause (i) shall be equal to 5.684%. With respect to the Class M-3 Certificates and each Interest Accrual Period, a per annum rate equal to the lesser of (i) 5.482% per annum and (ii) the Class M Net WAC Cap Rate; provided, that, on or after the second Distribution Date after the first possible Optional Termination Date, the applicable per annum rate for purposes of clause (i) shall be equal to 5.982%. With respect to the Class M-4 Certificates and each Interest Accrual Period, a per annum rate equal to the lesser of (i) 5.631% per annum and (ii) the Class M Net WAC Cap Rate; provided, that, on or after the second Distribution Date after the first possible Optional Termination Date, the applicable per annum rate for purposes of clause (i) shall be equal to 6.131%. With respect to the Class M-5 Certificates and each Interest Accrual Period, a per annum rate equal to the lesser of (i) 6.250% per annum and (ii) the Class M Net WAC Cap Rate; provided, that, on or after the second Distribution Date after the first possible Optional Termination Date, the applicable per annum rate for purposes of clause (i) shall be equal to 6.750%. For federal income tax purposes, however, the amount determined under each clause (ii) in this paragraph shall be the equivalent of the Class M Net WAC Cap Rate, expressed as the weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interests 1A and 1B; provided that for purposes of such weighted average, the Uncertificated REMIC I Pass-Through Rate of each such REMIC I Regular Interest shall be subject to a cap and a floor equal to the Uncertificated REMIC I Pass-Through Rate of the related REMIC I Regular Interest ending with the designation "B". 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 (other than REMIC I Regular Interests 1A, 1B, 2A, 2B and XX), of (i) the product of the excess of the 29 Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest over the Marker Rate and (ii) 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 (other than REMIC I Regular Interests 1A, 1B, 2A and 2B. Paying Agent: JPMorgan Chase Bank or any successor Paying Agent appointed by the Trustee. Percentage Interest: With respect to any Class A Certificate or Class M 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 divided by the aggregate Initial Certificate Principal Balance of all of the Certificates of the same Class. The Percentage Interest with respect to a Class SB Certificate or Class R Certificate shall be stated on the face thereof. Periodic Cap: With respect to each adjustable rate Mortgage 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: (i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States; (ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available; (iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor's, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor's and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short- term rating of such institution shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is 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 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. 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. Prepayment Assumption: With respect to the Class A Certificates and Class M 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 prepayment rate of 20% HEP with respect to the Group I Loans, and 25% HEP with respect to the Group II Loans. 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, an amount equal to the excess of one month's interest at the related 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 30 of interest (adjusted to the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment Period 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 related 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, the calendar month preceding the month of distribution. Primary Insurance Policy: Each primary policy of mortgage guaranty insurance as indicated on Exhibit F-1 and Exhibit F-2 with the exception of either code "23" or "96" under the column "MI CO CODE". Principal Allocation Amount: With respect to any distribution date, the sum of (a) the Principal Remittance Amount for such Distribution Date and (b) the aggregate amount of Realized Losses on the Mortgage Loans in the calendar month preceding such Distribution Date, to the extent covered by Excess Cash Flow for such Distribution Date; provided, that on any Distribution Date on which there is insufficient Excess Cash Flow to cover all Realized Losses on the Mortgage Loans, in determining the Class A-I Principal Distribution Amount and Class A-II Principal Distribution Amount, the available Excess Cash Flow will be allocated to the Class A-I Certificates and Class A-II Certificates, pro rata, based on the principal portion of Realized Losses on the Group I Loans and the Group II Loans, respectively. Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the excess of (x) the Available Distribution Amount over (y) the Interest Distribution Amount and (b) the sum of: (i) the principal portion of each Monthly Payment received or Advanced with respect to the related Due Period on each Outstanding Mortgage Loan; (ii) the Stated Principal Balance of any Mortgage 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 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 Mortgage Loans (including, without limitation, Principal Prepayments in Full, Curtailments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related Prepayment Period to the extent applied by the Master Servicer as recoveries of principal of the Mortgage Loans pursuant to Section 3.14; (iv) the principal portion of any Realized Losses incurred (or deemed to have been incurred) on any Mortgage Loans in the calendar month preceding such Distribution Date to the extent covered by Excess Cash Flow for such Distribution Date; and 31 (v) the amount of any Overcollateralization Increase Amount for such Distribution Date to the extent covered by Excess Cash Flow; 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. 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 made by a Mortgagor of the entire principal balance of a Mortgage Loan. Principal Remittance Amount: With respect to any Distribution Date, the sum of the amounts described in clauses (b)(i), (b)(ii) and (b)(iii) of the definition of Principal Distribution Amount for that 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. 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 32 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 FNMA- or FHLMC-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. Rating Agency: Standard & Poor's and Moody's. 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 33 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. Record Date: With respect to each Distribution Date and each Class of Certificates (other than the Class A-I-1 Certificates and Class A-II 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-1 Certificates and Class A-II Certificates which are Book-Entry Certificates, the close of business on the Business Day prior to such Distribution Date. Regular Certificates: The Class A, Class M 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 successor master 34 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 Reserve Fund, which is not an asset 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 and the related Mortgage Files; (ii) all payments on and collections in respect of the Mortgage Loans due after the Cut-off Date (other than Monthly Payments due in March 2004) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund; (iii) property which secured a Mortgage Loan and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary Insurance Policy pertaining to the Mortgage Loans, if any; and (v) all proceeds of clauses (i) through (iv) above. REMIC I Interest Loss Allocation Amount: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Accrual Period) equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest AA minus the Marker Rate, divided by (b) 12. REMIC I Marker Allocation Percentage: 50% of any amount payable or losses realized on the Mortgage Loans, which amount shall be distributed to, or losses allocated to, REMIC I Regular Interest AA, REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular Interest A-I-3, REMIC I Regular Interest A-I-4, REMIC I Regular Interest A-I-5, REMIC I Regular Interest A-II, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5 and REMIC I Regular Interest ZZ. REMIC I Overcollateralization Amount: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Principal Balances of the REMIC I Regular Interests minus (ii) the aggregate of the Uncertificated Principal Balances of REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular Interest A-I-3, REMIC I Regular Interest A-I-4, REMIC I Regular Interest A-I-5, REMIC I Regular Interest A-II, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4 and REMIC I Regular Interest M-5, in each case as of such date of determination. REMIC I Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Principal Balances of REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular Interest A-I-3, REMIC I Regular Interest A-I-4, REMIC I Regular Interest A-I-5, REMIC I Regular Interest A-II, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4 and REMIC I Regular Interest M-5, and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I 35 Regular Interest A-I-3, REMIC I Regular Interest A-I-4, REMIC I Regular Interest A-I-5, REMIC I Regular Interest A-II, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5 and REMIC I Regular Interest ZZ. REMIC I Regular Interests: REMIC I Regular Interests AA, A-I-1, A-I-2, A-I-3, A-I-4, A-I-5, A-II, M-1, M-2, M-3, M-4, M-5, ZZ, 1A, 1B, 2A, 2B and XX. REMIC I Regular Interest AA: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated 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 II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated 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 II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated 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 II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest A-I-4: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest A-I-5: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest A-II: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest 1A: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, 36 that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest 1B: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest 2A: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest 2B: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest M-1: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest M-2: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest M-3: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest M-4: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest M-5: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest XX: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial principal balance equal to the related Uncertificated Principal Balance, 37 that bears interest at the related Uncertificated 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 II, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Required Overcollateralization Amount: 0.50% of the Overcollateralization Target Amount. REMIC I Sub WAC Allocation Percentage: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC I Regular Interest 1A, REMIC I Regular Interest 1B, REMIC I Regular Interest 2A, REMIC I Regular Interest 2B and REMIC I Regular Interest XX. REMIC I Subordinated Balance Ratio: The ratio among the Uncertificated Principal Balances of each REMIC I Regular Interest ending with the designation "A", equal to the ratio among, with respect to each such REMIC I Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Group I Loans (in the case of REMIC I Regular Interest 1A) or the Group II Loans (in the case of REMIC I Regular Interest 2A), as applicable over (y) the current Certificate Principal Balance of related Class A Certificates. 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, consisting of the REMIC II Regular Interests. 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. 38 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) 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, on behalf of the Trustee for the benefit of the Certificateholders pursuant to Section 3.14, through foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan. Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been subject to an interest rate reduction, (ii) has been subject to a term extension or (iii) has had amounts owing on such Mortgage Loan capitalized by adding such amount to the Stated Principal Balance of such Mortgage Loan; provided, however, that a Mortgage Loan modified in accordance with clause (i) above for a temporary period shall not be a Reportable Modified Mortgage Loan if such 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. Repurchase Event: As defined in the Assignment Agreement. 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: As of any Distribution Date, (a) if such Distribution Date is prior to the Stepdown Date, 1.35% of the Cut-off Date Balance, or (b) if such Distribution Date is on or after the Stepdown Date, the greater of (i) 2.70% of the then current aggregate Stated Principal Balance of the Mortgage Loans as of the end of the related Due Period and (ii) the Overcollateralization Floor. The Required Overcollateralization Amount may be reduced from time to time with notification to each of the Rating Agencies, with a copy of such notification to the Trustee, and without the consent of the Certificateholders. Reserve Fund: 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. Reserve Fund Deposit: With respect to the Reserve Fund, an amount equal to $5,000, which the Trustee shall deposit into the Reserve Fund pursuant to Section 4.09 hereof. Reserve Fund Residual Right: The right to distributions from the Reserve Fund as described in Section 4.09 hereof. Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Depositor and any successor thereto. 39 Responsible Officer: When used with respect to the Trustee, any officer of the Institutional Trust Services/Structured Finance Services Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee with direct responsibility for the administration of this Agreement. 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-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date. Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08. Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in connection with a default, delinquency or other unanticipated event by the Master Servicer or a Subservicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (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 per annum rate 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). 40 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 on the Closing Date 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 Mortgage Loans that are 60 or more days delinquent in payment of principal and interest for that Distribution Date, including Mortgage Loans in foreclosure and REO Properties, over (y) the aggregate Stated Principal Balance of all of the Mortgage Loans immediately preceding that Distribution Date. Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill Companies, 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) the Cut-off Date Principal Balance of the Mortgage Loan plus (b) any amount by which the Stated Principal Balance of the Mortgage Loan has been increased pursuant to a Servicing Modification, minus (ii) the sum of (a) the aggregate of 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 the Due Period related to the most recent Distribution Date which were received or with respect to which an Advance was made, and (b) all Principal Prepayments with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.14 with respect to such Mortgage Loan or REO Property, in each case which were distributed pursuant to Section 4.02 or 4.03 on any previous Distribution Date, and (c) any Realized Loss allocated to Certificateholders with respect thereto for any previous Distribution Date. Stepdown Date: The Distribution Date which is the later to occur of (i) the Distribution Date occurring in April 2007 and (ii) the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the related Due Period is less than one-half of the Cut-off Date Balance. Subordination: The provisions described in Section 4.05 relating to the allocation of Realized Losses. Subordination Percentage: With respect to the Class A Certificates, 74.30%; with respect to the Class M-1 Certificates, 82.80%; with respect to the Class M-2 Certificates, 89.80%; with respect to the Class M-3 Certificates, 93.30%; with respect to the Class M-4 Certificates, 95.30%; and with respect to the Class M-5 Certificates, 97.30%. 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, 41 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. 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 and REMIC II 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. Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Certificate. 42 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. Trigger Event: A Trigger Event is in effect with respect to any Distribution Date if either (i) (A) with respect to any Distribution Date (other than the first Distribution Date), the three-month average (or two month-average in the case of the second Distribution Date) of the Sixty-Plus Delinquency Percentage, as determined on that Distribution Date and the immediately preceding two Distribution Dates (or immediately preceding Distribution Date in the case of the second Distribution Date), equals or exceeds 48.00% of the Senior Enhancement Percentage or (B) with respect to the first Distribution Date, the Sixty-Plus Delinquency Percentage, as determined on that Distribution Date, equals or exceeds 48.00% of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized Losses on the Mortgage Loans as a percentage of the Cut-off Date Balance exceeds the applicable amount set forth below: April 2007 to March 2008.......... 2.00% with respect to April 2007, plus an additional 1/12th of 1.25% for each month thereafter. April 2008 to March 2009.......... 3.25% with respect to April 2008, plus an additional 1/12th of 0.75% for each month thereafter. April 2009 to March 2010.......... 4.00% with respect to April 2009, plus an additional 1/12th of 0.50% for each month thereafter. April 2010 to March 2011.......... 4.50% with respect to April 2010, plus an additional 1/12th of 0.25% for each month thereafter. April 2011 and thereafter......... 4.75%. Trust Fund: Collectively, the assets of REMIC I and REMIC II, the Reserve Fund and the Reserve Fund Deposit. 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. Uncertificated Accrued Interest: With respect to each REMIC I Regular Interest on each Distribution Date, an amount equal to one month's interest at the related Uncertificated REMIC I Pass-Through Rate on the Uncertificated Principal Balance of such REMIC I Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act Interest Shortfalls allocated to such REMIC I Regular Interests as set forth in Section 4.05. Uncertificated Principal Balance: The principal amount of any REMIC I Regular Interest outstanding as of any date of determination. The Uncertificated Principal Balance of each REMIC I Regular Interest shall be reduced by all distributions of principal made on such REMIC I Regular 43 Interest, as applicable, on such Distribution Date and, if and to the extent necessary and appropriate, shall be further reduced in such Distribution Date by Realized Losses. The Uncertificated Principal Balance of each REMIC I Regular Interest shall never be less than zero. Uncertificated REMIC I Pass-Through Rate: With respect to REMIC I Regular Interest AA, REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular Interest A-I-3, REMIC I Regular Interest A-I-4, REMIC I Regular Interest A-I-5, REMIC I Regular Interest A-II, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular Interest ZZ, REMIC I Regular Interest 1A, REMIC I Regular Interest 2A and REMIC I Regular Interest XX, the weighted average of the Net Mortgage Rates of the Mortgage Loans. With respect to REMIC I Regular Interest 1B, the weighted average of the Net Mortgage Rates of the Group I Loans. With respect to REMIC I Regular Interest 2B, the weighted average of the Net Mortgage Rates of the Group II Loans. 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. Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 98.00% of all of the Voting Rights shall be allocated among Holders of the Class A Certificates and the Class M Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1% of all of the Voting Rights shall be allocated to the Holders of the Class SB Certificates; 0.50% and 0.50% of all of the Voting Rights shall be allocated among the Holders of the Class R-I Certificates and Class R-II Certificates, respectively; in each case to be allocated among the Certificates of such Class in accordance with their respective Percentage Interest. Section 1.02. Determination of LIBOR. LIBOR applicable to the calculation of the Pass-Through Rate on the Class A-I-1 Certificates and Class A-II Certificates for any Interest Accrual Period will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, LIBOR shall be established by the Trustee 44 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-1 Certificates and Class 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, 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-1 Certificates and Class A-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 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 LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rate applicable to the Class A-I-1 Certificates and Class A-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- 275-2048 and requesting the Pass-Through Rate on the Class A-I-1 Certificates and Class A-II Certificates for the current and the immediately preceding Interest Accrual Period. 45 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 without recourse all the right, title and interest of the Depositor in and to (i) the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans in the month of March 2004); (ii) the Reserve Fund Deposit; and (iii) all proceeds of the foregoing. 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 or (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004. (b) In connection with such assignment, and contemporaneously with the delivery of this Agreement, 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) with respect to each Mortgage 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) 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; (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 46 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. The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian, 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)(ii), (iii), (iv) and (v) (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 that is the duly appointed agent 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(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. 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)(ii), (iii), (iv) and (v) 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 47 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) 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. 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 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) the Mortgage Loans, including the related Mortgage Note and Mortgage, and any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof 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 48 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 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. Section 2.02. Acceptance by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(i) above (except that for purposes of such 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, 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 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 49 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 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; 50 (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; (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 51 Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The obligation of the Master Servicer to cure such breach or to so purchase such Mortgage Loan shall constitute the sole remedy in respect of a breach of a representation and warranty set forth in this Section 2.03(a) available to the Certificateholders or the Trustee on behalf of the Certificateholders. (b) 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 Exhibit F-1 and Exhibit 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. 52 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. 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 clause (bb) of Section 4 thereof, then the Master Servicer shall request that Residential Funding pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such payment. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, 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 53 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. 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 or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding. It is understood and agreed that the obligation of 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 clause (bb) of Section 4 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 Uncertificated REMIC 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, 54 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 REMIC I Regular Interests for the benefit of the holders of the Regular Certificates and the Class R-II Certificates. The Trustee acknowledges receipt of the REMIC I 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 and the Class R-II Certificates. The interests evidenced by the Class R-II Certificates, together with the Regular Certificates, constitute the entire beneficial ownership interest in REMIC II. (d) In exchange for the REMIC I 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-II Certificates) the entire beneficial ownership interest in REMIC II. 55 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 re-recording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the 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 from the Trust Fund. 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 to fail to qualify as a REMIC under the Code. The Trustee shall 56 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. Unless the 57 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 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 58 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. (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. 59 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 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 Amount 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. (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); (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; and (v) Any amounts required to be deposited pursuant to Section 3.07(c) and any payments or collections received consisting of prepayment charges. 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 60 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 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. (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 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 61 Agreement, to remit to the Master Servicer for deposit in the Custodial Account all funds held in the Subservicing Account with respect to each Mortgage Loan serviced by such Subservicer that are required to be remitted to the Master Servicer. The Subservicer will also be required, pursuant to the Subservicing Agreement, to advance on such scheduled date of remittance amounts equal to any scheduled monthly installments of principal and interest less its Subservicing Fees on any Mortgage Loans for which payment was not received by the Subservicer. This obligation to advance with respect to each Mortgage Loan will continue up to and including the first of the month following the date on which the related Mortgaged Property is sold at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances received by the Master Servicer shall be deposited promptly by it in the Custodial Account. (b) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee accrues in the case of a Modified Mortgage Loan) on any Curtailment received by such Subservicer in respect of a Mortgage Loan from the related Mortgagor during any month that is to be applied by the Subservicer to reduce the unpaid principal balance of the related Mortgage Loan as of the first day of such month, from the date of application of such Curtailment to the first day of the following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v). (c) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Each Servicing Account shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or as is otherwise acceptable to the Master Servicer, may also function as a Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from the Servicing Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items, to reimburse the Master Servicer or Subservicer out of related collections for any payments made pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part of its servicing duties, the Master Servicer shall, and the Subservicers will, pursuant to the Subservicing Agreements, be required to pay to the Mortgagors interest on funds in this account to the extent required by law. (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 62 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: (i) to remit to the Trustee for deposit into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (ii) to reimburse itself or the related Subservicer for previously unreimbursed Advances, Servicing Advances or other expenses made pursuant to Sections 3.01, 3.08, 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; 63 (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, 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, and any Advance or Servicing Advance made in connection with a modified Mortgage Loan that is in default or, in the judgment of the Master Servicer, default is reasonably foreseeable pursuant to Section 3.07(a), to the extent the amount of the Advance or Servicing Advance was added to the Stated Principal Balance of the Mortgage Loan in the 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; (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 64 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 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 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 65 foreclosure, of any Mortgage 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 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 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 66 a policy or bond obtained by an Affiliate of the Master Servicer and providing the coverage required by this Section 3.12(b) shall satisfy the requirements of this Section 3.12(b). Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on- sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall 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 or REMIC II 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 67 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 without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that each of REMIC I and REMIC II 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 or REMIC II 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 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 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 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. 68 (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 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 69 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. (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 and REMIC II 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 or REMIC II to fail to qualify as a REMIC (for federal (or any applicable State or local) income tax purposes) at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any other provision of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject REMIC I or REMIC II 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. 70 (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. Section 3.15. Trustee to Cooperate; Release of Mortgage Files. (a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer will immediately notify the Trustee (if it holds the related Mortgage File) or the Custodian by a certification of a Servicing Officer (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 3.07 have been or will be so deposited), substantially in one of the forms attached hereto as Exhibit 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 71 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. (c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master Servicer, if necessary, any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate any insurance coverage under any Required Insurance Policy or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. Section 3.16. Servicing and Other Compensation; 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 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 72 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. 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). 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 73 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. 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 and the Trustee, 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 74 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. 75 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 to be deposited in the Reserve Fund pursuant to Section 4.09, (v) any amount required to be paid pursuant to Section 9.01, (vi) any prepayment charges on the Mortgage Loans received during the related Prepayment Period and (vii) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) [reserved] (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. Section 4.02. Distributions. (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and distribute the Principal Distribution Amount to the extent on deposit in the Certificate Account for such date to the interests issued in respect of REMIC I and REMIC II as specified in this Section. (b)(1) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests: 76 (i) to the extent of the Available Distribution Amount, reduced by distributions made to the Class R-I Certificates pursuant to Section 4.02(c), to Holders of REMIC I Regular Interest AA, REMIC Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular Interest A-I-3, REMIC I Regular Interest A-I-4, REMIC I Regular Interest A-I-5, REMIC I Regular Interest A-II, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4, REMIC I Regular Interest M-5 and REMIC I Regular Interest ZZ, pro rata, in an amount equal to (A) the 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 shall be reduced when the REMIC I Overcollateralization Amount is less than the REMIC I Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount; such amount will be distributed to the Holders of REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular Interest A-I-3, REMIC I Regular Interest A-I-4, REMIC I Regular Interest A-I-5, REMIC I Regular Interest A-II, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4 and REMIC I Regular Interest M-5, in reduction of the Uncertificated Principal Balance thereof, in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Classes and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount; (ii) to Holders of REMIC I Regular Interest 1A, REMIC I Regular Interest 1B, REMIC I Regular Interest 2A, REMIC I Regular Interest 2B and REMIC I Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; (iii) to the Holders of REMIC I Regular Interests AA, A-I-1, A-I-2, A-I-3, A-I-4, A-I-5, A-II, M-I-1, M-I-2, M-I-3, M-I-4, M-I-5 and ZZ, in an amount equal to the remainder of the REMIC I Marker Allocation Percentage of the Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows: (a) to the Holders of 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 REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular Interest A-I-3, REMIC I Regular Interest A-I-4, REMIC I Regular Interest A-I-5, REMIC I Regular Interest A-II, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular Interest M-4 and REMIC I Regular Interest M-5, 1.00% of such remainder, in the same proportion as principal payments are allocated to the Corresponding Class on such Distribution Date, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; (c) to the Holders of 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; then 77 (d) any remaining amount to the Holders of the Class R-I Certificates; provided, however, that 98.00% and 2.00% of any principal payments otherwise distributable under clauses (a), (b) and (c) above which are attributable to an Overcollateralization Reduction Amount shall be allocated to the Holders of REMIC I Regular Interest AA and REMIC I Regular Interest ZZ, respectively. (i) to the Holders of REMIC I Regular Interests 1A, 1B, 2A, 2B and XX, in an amount equal to the remainder of the REMIC I Sub WAC Allocation Percentage of the Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (ii) above, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess, if any, of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current Certificate Principal Balance of the Class A Certificate related to such Loan Group (except that if any such excess is a larger number than on the preceding Distribution Date, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest XX. (2) Notwithstanding the distributions described in this Section 4.02(b), distribution of funds from the Certificate Account shall be made only in accordance with Sections 4.02(c), (d) and (e). (c) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such Certificateholder's share (which share 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(d) and (e)), to the extent of the Available Distribution Amount on deposit in the Certificate Account (or, with respect to clause (xvi) below, to the extent of prepayment charges on deposit in the Certificate Account): (i) to the Class A Certificateholders, the Class A Interest Distribution Amount, with such amount allocated among the Class A Certificateholders on a pro rata basis; 78 (ii) to the Class M-1 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class M-1 Interest Distribution Amount; (iii) to the Class M-2 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class M-2 Interest Distribution Amount; (iv) to the Class M-3 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class M-3 Interest Distribution Amount; (v) to the Class M-4 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class M-4 Interest Distribution Amount; (vi) to the Class M-5 Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the Class M-5 Interest Distribution Amount; (vii) to the Class A Certificateholders and Class M Certificateholders, the Principal Distribution Amount (other than clauses (iv) and (v) of the definition thereof), in the order described in Section 4.02(d) and (e), until the Certificate Principal Balances of the Class A Certificates and Class M Certificates have been reduced to zero; (viii) to the Class A Certificateholders and Class M Certificateholders, from the Excess Cash Flow, an amount equal to the principal portion of Realized Losses on the Mortgage Loans during the immediately preceding Due Period, which amount shall be included in the Principal Distribution Amount and paid in accordance with Section 4.02(d) and (e) hereof, until the Certificate Principal Balances of the Class A Certificates and Class M Certificates have been reduced to zero; (ix) to the Class A Certificateholders and Class M 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 Principal Distribution Amount and paid in accordance with Section 4.02(d) and (e) hereof, until the Certificate Principal Balances of such Class A Certificates and Class M Certificates have been reduced to zero; (x) to the Class A Certificateholders and Class M Certificateholders from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto with respect to the Mortgage Loans, to the extent not covered by Eligible Master Servicing Compensation on such Distribution Date; 79 (xi) to the Class A Certificateholders and Class M Certificateholders 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; (xii) to make payments, from amounts otherwise payable to the Class SB Certificates (but in no event more than the Accrued Certificate Interest on such Class), (i) first, to the Reserve Fund to pay to the Class A-I-1, Class A-I-3, Class A-I-4, Class A-I-5, Class A-II, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates the amount of any Class A-I Net WAC Cap Shortfall Carry-Forward Amount, Class A-II Basis Risk Shortfall Carry-Forward Amount or Class M Net WAC Cap Shortfall Carry-Forward Amount, as applicable, on such Classes of Certificates in the manner and order of priority set forth in Section 4.09(a); and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit; (xiii) to the Class A Certificateholders and the Class M Certificateholders on a pro rata basis, based on the amount of Relief Act Shortfalls allocated thereto, from the amount, if any, of the Excess Cash Flow remaining after the foregoing distributions, the amount of any Relief Act Shortfalls allocated to those Certificates with respect to such Distribution Date; (xiv) to the Class A Certificateholders and the Class M Certificateholders, from the amount, if any, of the Excess Cash Flow remaining after the foregoing distributions, the principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, which amount shall be allocated first, to the Class A Certificateholders on a pro rata basis, based on their respective principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, and then sequentially, to the Class M-1 Certificateholders, Class M-2 Certificateholders, Class M-3 Certificateholders, Class M-4 Certificateholders and Class M-5 Certificateholders, in that order; (xv) to the Class SB Certificates, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, the sum of (A) Accrued Certificate Interest thereon and (B) the amount of any Overcollateralization Reduction Amount for such Distribution Date; (xvi) to the Class SB Certificates, the amount of any payments or collections consisting of prepayment charges received on the Mortgage Loans (which amounts shall not be included in the Available Distribution Amount) and, from the amount, if any, of the Available Distribution Amount remaining after the foregoing distributions, for any Distribution Date after the Certificate Principal Balance of each Class A-I Certificate, Class A-II Certificate and Class M Certificate has been reduced to zero, an amount up to the Overcollateralization Amount; and (xvii) to the Class R-II Certificateholders, the balance, if any, of the Available Distribution Amount. 80 (d) On each Distribution Date, the Principal Distribution Amount will be distributed as follows: (i) the Class A Principal Distribution Amount shall be distributed as follows: (A) first, concurrently, the Class A-I Principal Distribution Amount will be distributed to the Class A-I Certificates, in the order and priority set forth in clause (e) below, until the Certificate Principal Balances of the Class A-I Certificates have been reduced to zero, and the Class A-II Principal Distribution Amount will be distributed to the Class A-II Certificates, until the Certificate Principal Balance of the Class A-II Certificates has been reduced to zero; and (B) second, any remaining Class A Principal Distribution Amount will be distributed to the remaining Class or Classes of Class A Certificates, until the Certificate Principal Balance of that Class or Classes of Class A Certificates has been reduced to zero; (ii) the Class M-1 Principal Distribution Amount shall be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iii) the Class M-2 Principal Distribution Amount shall be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (iv) the Class M-3 Principal Distribution Amount shall be distributed to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (v) the Class M-4 Principal Distribution Amount shall be distributed to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (v) the Class M-5 Principal Distribution Amount shall be distributed to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (e) On each Distribution Date, the Class A-I Principal Distribution Amount will be paid as follows: (i) first, to the to the Class A-I-5 Certificates, an amount equal to the Class A-I-5 Lockout Distribution Amount for that Distribution Date, until the Certificate Principal Balance of the Class A-I-5 Certificates has been reduced to zero; and (ii) second, to the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4 and Class A-I-5 Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero. (f) Notwithstanding the foregoing clause (c), upon the reduction of the Certificate Principal Balance of a Class of Class A Certificates or Class M Certificates to zero, such Class of 81 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 (c)(x) and (xi) and the Class A-I Net WAC Cap Shortfall Carry-Forward Amount, Class A-II Basis Risk Shortfall Carry-Forward Amount and Class M Net WAC Cap Shortfall Carry-Forward Amount pursuant to clause (c)(xii). (h) Any Prepayment Interest Shortfalls which are not covered by Eligible Master Servicing Compensation as described in Section 3.16 and Relief Act Shortfalls will be allocated among the Class A Certificates and Class M 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(c)(x) and (xi), to the extent funds are available therefor. Any such Relief Act Shortfalls will be paid solely pursuant to Section 4.02(c)(xiii), to the extent funds are available therefor. (i) 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). (j) 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. (k) 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 prior calendar month. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in Section 9.01(d). Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting. 82 (a) Concurrently with each distribution charged to the Certificate Account and with respect to each Distribution Date the Master Servicer shall forward to the Trustee and the Trustee shall forward by mail or otherwise make available electronically on its website (which may be obtained by any Certificateholder by telephoning the Trustee 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 Mortgage Loans pursuant to Section 4.04; (v) the number of Mortgage Loans and the Stated Principal Balance after giving effect to the distribution of principal on such Distribution Date; (vi) the aggregate Certificate Principal Balance 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 Mortgage Loans that are Delinquent (1) one month, (2) two months and (3) three or more months and the number and aggregate principal balance of Mortgage Loans that are in foreclosure, (b) the number and aggregate principal balances of Mortgage 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 principal balance of Mortgage 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 Mortgage Loans that are Reportable Modified Mortgage Loans, the number and aggregate Stated Principal Balance of Mortgage 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; 83 (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 Mortgage Loans incurred since the Cut-off Date; (xi) the Pass-Through Rate on each Class of Certificates, the Class A-I Net WAC Cap Rate, Class A-II Net WAC Cap Rate and the Class M Net WAC Cap Rate; (xii) the weighted average of the Maximum Net Mortgage Rates on the Mortgage Loans; (xiii) the Class A-I Net WAC Cap Shortfall, Class A-I Net WAC Cap Shortfall Carry-Forward Amount, Class A-II Basis Risk Shortfall, Class A-II Basis Risk Shortfall Carry-Forward Amount, Class M Net WAC Cap Shortfall, Class M Net WAC Cap Shortfall Carry-Forward Amount and Prepayment Interest Shortfalls; (xiv) the Overcollateralization Amount and the Required Overcollateralization Amount following such Distribution Date; (xv) the number and aggregate principal balance of Mortgage Loans repurchased under Section 4.07 or Section 4.08; (xvi) the aggregate amount of any recoveries on previously foreclosed loans from Residential Funding due to a breach of representation or warranty; (xvii) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; (xviii)the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; (xix) the aggregate of any deposits to and withdrawals from the Reserve Fund for such Distribution Date and the remaining amount on deposit in the Reserve Fund after such deposits and withdrawals; 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 84 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 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. 85 (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 Amount, (ii) the amounts required to be withdrawn from the Custodial Account and deposited into the Certificate Account on the immediately succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii) the amounts required to be withdrawn from and deposited into the Reserve Fund pursuant to Section 4.09, (iv) the amount of Prepayment Interest Shortfalls, Class A-I Net WAC Cap Shortfalls, Class A-II Basis Risk Shortfalls, Class M Net WAC Cap Shortfalls, Class A-I Net WAC Cap Shortfall Carry-Forward Amounts, Class A-II Basis Risk Shortfall Carry-Forward Amounts and Class M Net WAC Cap Shortfall Carry-Forward Amounts and (v) the amount payable by the Derivative Counterparties to the Trustee under the Derivative Contracts as provided in Section 4.11. 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 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 86 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 as successor 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 Modifications, 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 in the month in which such Distribution Date occurs. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. All Realized Losses on the Mortgage Loans shall be allocated as follows: first, to the Excess Cash Flow as provided in Section 4.02(c)(viii), to the extent of the Excess Cash Flow for such Distribution Date; second, in reduction of the Overcollateralization Amount, until the earliest of: (1) such amount has been reduced to zero or (2) the aggregate Certificate Principal Balance of the Class A Certificates and Class M Certificates equals the aggregate Stated Principal Balance of the Mortgage Loans; third, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; 87 fourth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and eighth, for losses on the Group I Loans, to the Class A-I Certificates on a pro rata basis, and for losses on the Group II Loans, to the Class A-II Certificates, in each case until the Certificate Principal Balance thereof has been reduced to zero. (b) Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Class A Certificates or Class M Certificates shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date; provided that no such reduction shall reduce the Certificate Principal Balance of the Class A Certificates below the aggregate Stated Principal Balance of the Mortgage Loans. Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification) shall be made by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(c). Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(c). 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. (c) (i) The REMIC I Marker Allocation Percentage of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee 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 Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98.00% and 2.00%, respectively; second, to the Uncertificated Principal Balances of the REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-5 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-5 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-4 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-4 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-3 and REMIC I Regular Interest ZZ, 98.00%, 88 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-3 has been reduced to zero; sixth to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-2 and REMIC I Regular Interest ZZ, 98.00%, 1.00%, and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-2 has been reduced to zero; seventh to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-1 has been reduced to zero; eighth with respect to any Realized Losses on the Mortgage Loans, to the Uncertificated Principal Balance of REMIC I Regular Interest AA, 98.00%, to the Uncertificated Principal Balances of REMIC I Regular Interests A-I-1, A-I-2, A-I-3, A-I-4, A-I-5 and A-II, 1.00% pro rata, and to the Uncertificated Principal Balance of REMIC I Regular Interest ZZ, 1.00%, until the Uncertificated Principal Balances of REMIC I Regular Interests A-I-1, A-I-2, A-I-3, A-I-4, A-I-5 and A-II have been reduced to zero. (ii) The REMIC I Sub WAC Allocation Percentage of all Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation "A," so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of 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 the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than on the preceding Distribution Date, the least amount of Realized Losses shall be allocated to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses shall be allocated to REMIC I Regular Interest XX. 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. 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 89 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. 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 Mortgage Loans from the Trustee at the Purchase Price, up to a maximum of five Mortgage Loans. In the event that this option is exercised as to any five Mortgage Loans 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 Mortgage Loan, 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 Mortgage Loan at the request of the Limited Repurchase Right Holder without recourse to the Limited Repurchase Right Holder 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 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 Class A-I Net WAC Cap Shortfall Carry-Forward Amounts, Class A-II Basis Risk Shortfall Carry-Forward Amounts and Class M Net WAC Cap Shortfall Carry-Forward Amounts; Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Class A Certificates and Class M Certificates, the Reserve Fund. In addition, on the Closing Date, the Trustee shall deposit into the Reserve Fund the Reserve Fund Deposit to the extent received by the Trustee from the Depositor. On each Distribution Date, the Trustee shall transfer from the Certificate Account to the Reserve Fund the amounts specified pursuant to Sections 4.02(c)(xii). On each Distribution Date, to the extent required, the Trustee shall make withdrawals from the Reserve Fund and use the amounts in the Reserve Fund to make distributions to the Class A Certificates and Class M Certificates as follows: (I) first, to the Class A-I-1, Class A-I-3, Class A-I-4 and Class A-I-5 Certificates, in an amount equal to any Class A-I Net WAC Cap Shortfall Carry-Forward Amount, concurrently on a pro rata basis, based on the amount of any Class A-I Net WAC Cap Shortfall Carry-Forward Amount for such Classes of Certificates, and to the Class A-II Certificates, in an amount equal to any Class A-II Basis Risk Shortfall Carry-Forward Amount, concurrently on a pro rata basis, based on the amount of any Class A-I Net WAC Cap Shortfall Carry-Forward Amount and Class A-II Basis Risk Shortfall Carry-Forward Amount for such Classes of Certificates; 90 (II) second, to the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, in that order, in an amount equal to any Class M Net WAC Cap Shortfall Carry- Forward Amount; and (III) third, to the Class SB Certificates. Any such amounts transferred shall be treated for federal tax purposes as amounts distributed by REMIC II to the Class SB Certificateholders as transferee thereof. On each Distribution Date, to the extent that the balance of deposits in the Reserve Fund is in excess of $5,000 after the distributions described in the second preceding sentence, the Trustee shall, based upon the information provided by the Master Servicer, withdraw from the Reserve Fund (to the extent of funds available on deposit therein) such amounts in excess of $5,000, if any, and distribute them to the holder of the Reserve Fund Residual Right. (b) The Reserve Fund shall be an Eligible Account. Amounts held in the Reserve Fund from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Reserve Fund pursuant to this Section 4.09. The Reserve Fund 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 Reserve Fund, and for all federal tax purposes, amounts transferred by the REMICs to the Reserve Fund shall be treated as amounts distributed by the REMICs to the Class SB Certificateholders as designated in Section 4.02(c). The Trustee shall keep records that accurately reflect the funds on deposit in the Reserve Fund. The Trustee shall, at the direction of the Master Servicer, invest amounts on deposit in the Reserve Fund in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Reserve Fund shall remain uninvested. On each Distribution Date, the Trustee shall distribute any interest on the Reserve Fund to the holder of the Reserve Fund Residual Right. (c) The holder of the Reserve Fund Residual Right with respect to the Reserve Fund shall initially be Residential Funding as holder of the Class SB Certificates, and such Reserve Fund Residual Right shall at all times be owned by and allocated to the Class SB Certificates. So long as Residential Funding is the holder of the Class SB Certificates, any amounts payable to the holder of the Reserve Fund Residual Right shall be payable to Residential Funding. In the event of a transfer of the ownership in the Class SB Certificates by Residential Funding, the Reserve Fund Residual Right will be transferred along with such Class SB Certificates. Section 4.10. [Reserved]. Section 4.11. Derivative Contracts. (a) The Trustee shall, at the direction of the Master Servicer, on behalf of the Trust Fund, 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 4.11(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 91 either (i) an Opinion of Counsel to the effect that the existence of the Derivative Contract 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. 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 Certificates or the Class M 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 Certificate or a Class M 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 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 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 the Trust 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 the Trust Fund must (i) be without recourse to the assets of the Trust Fund, (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 the Trust Fund's rights (but none of its obligations) under such Derivative Contract to the Trustee on behalf 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 the Trust Fund and its Affiliates against such Derivative Counterparty's payment obligations thereunder. 92 ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. (a) The Class A, Class M, Class SB and Class R Certificates shall be substantially in the forms set forth in Exhibits A, B, C and D, respectively, and shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery to or upon the order of the Depositor upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Class A Certificates and Class M-1 Certificates shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof. The Class M-2, Class M-3, Class M-4 and Class M-5 Certificates shall be issuable in minimum dollar denominations of $250,000 and integral multiples of $1 in excess thereof. The Class SB Certificates shall be issuable in registered, certificated form in minimum percentage interests of 5.00% and integral multiples of 0.01% in excess thereof. 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 Class A Certificates and Class M 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 such Class A Certificate and Class M 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. 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. 93 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. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in the related Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Trustee to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Trustee of instruction from the Depository directing the Trustee to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificates and any other information reasonable required by the Trustee), (i) the Trustee shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the Trustee shall execute, authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in such Class of Certificates and (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the Definitive Certificates. 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 any instruction required under this section and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository in connection with the issuance of the Definitive Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon and performed by the 94 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. (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 SB 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 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 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 addressed to and 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 95 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 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 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. (e) (i) In the case of any Class M, 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 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) (which certification shall have been deemed to have been given by a Class M Certificateholder who acquires a Book-Entry Certificate), paragraph six of Exhibit I or paragraph three of Exhibit N (with respect to 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 or arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (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 (a "Plan Investor") or (b) in the case of a Class M Certificate, the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an "insurance company general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (iii) the conditions set forth in 96 Sections I and III of PTCE 95-60 have been satisfied (each entity that satisfies this clause (b), a "Complying Insurance Company"). (ii) Any Transferee of a Class M Certificate that does not deliver the Opinion of Counsel or certification referred to in clause (i) above will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan Investor or (b) such Transferee is a Complying Insurance Company. (iii) If any Class M Certificate (or any interest therein) is acquired or held by any Person that is not described in paragraph (ii) above, then the last preceding Transferee that either (i) is not a Plan Investor or (ii) is a Complying Insurance Company shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Class M Certificate. The Trustee shall be under no liability to any Person for making any payments due on such Certificate to such preceding Transferee. (iv) Any purported Certificate Owner whose acquisition or holding of any Class M Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall indemnify and hold harmless the 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 instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit 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 97 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. (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 98 Trustee shall be under no liability to any Person for any registration of Transfer of a Class R Certificate that is in fact not permitted by this Section 5.02(f) or for making any payments due on such Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 5.02(f) and to the extent that the retroactive restoration of the rights of the Holder of such Class R Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Master Servicer shall have the right, without notice to the holder or any prior holder of such Class R Certificate, to sell such Class R Certificate to a purchaser selected by the Master Servicer on such terms as the Master Servicer may choose. Such purported Transferee shall promptly endorse and deliver each Class R Certificate in accordance with the instructions of the Master Servicer. Such purchaser may be the Master Servicer itself or any Affiliate of the Master Servicer. The proceeds of such sale, net of the commissions (which may include commissions payable to the Master Servicer or its Affiliates), expenses and taxes due, if any, will be remitted by the Master Servicer to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Master Servicer, and the Master Servicer shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of such discretion. (iv) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the Trustee, all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified Organization. Reasonable compensation for providing such information may be required by the Master Servicer from such Person. (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 and Class M 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 99 (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 or REMIC II to cease to qualify as a REMIC and will not cause (x) any of REMIC I or REMIC II to be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person that is a Disqualified Organization or (y) a Certificateholder or another Person to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Person that is not a Permitted Transferee. (g) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar. Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the 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 in Section 4.09, 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). 100 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, 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. 101 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 102 assignment and delegation will not be qualified, reduced or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency). In the case of any such assignment and delegation, the Master Servicer shall be released from its obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence. Section 6.03. Limitation on Liability of the 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. 103 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. 104 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 105 (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 106 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(d) 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 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 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 107 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. 108 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 or cause to be forwarded in a timely fashion the notices, reports and statements required to be forwarded by the Trustee pursuant to Sections 4.03, 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 and REMIC II as a REMIC under the REMIC Provisions and to prevent the imposition of any federal, state or local income, prohibited transaction (except as provided in Section 2.04 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; 109 (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; 110 (ii) The Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (iii) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), 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 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; and (vii) To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and deliver to the Master Servicer in a timely manner any Tax Returns prepared by or on behalf of the Master Servicer that the Trustee is required to sign as determined by the Master Servicer pursuant to applicable federal, state or local tax laws, provided that the Master 111 Servicer shall indemnify the Trustee for signing any such Tax Returns that contain errors or omissions. (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 or REMIC II 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. 112 (b) The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance and administration of the Trust Fund, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against any claim in connection with the exercise or performance of any of its powers or duties under this Agreement, and the 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 and defending itself against any claim, action or proceeding, pending or threatened, relating to the provisions of such paragraph, provided that: (i) with respect to any such claim, the Trustee shall have given the Master Servicer written notice thereof promptly after the Trustee shall have actual knowledge thereof; (ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the Master Servicer in preparing such defense; and (iii) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for settlement of any claim by the Trustee entered into without the prior consent of the Master Servicer which consent shall not be unreasonably withheld. No termination of this Agreement shall affect the obligations created by this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided by the Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability or expense of the Trustee, including the costs and expenses of defending itself against any claim, incurred in connection with any actions taken by the Trustee at the direction of 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. Section 8.07. Resignation and Removal of the Trustee. 113 (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. 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, 114 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 115 successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. (b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee, and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee. (d) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 8.11. Appointment of Custodians. The Trustee may, with the consent of the Master Servicer and the 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 116 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. 117 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 Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (net of any unreimbursed Advances attributable to principal) on the day of repurchase, plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan) to, but not including, the first day of the month in which such repurchase price is distributed; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof; 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 or REMIC II as a REMIC. The purchase price paid by the Master Servicer shall also include any amounts owed by Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (bb) of such Section, that remain unpaid on the date of such purchase. The right of the Master Servicer or the Company to purchase all the assets of the Trust Fund relating to the Mortgage Loans, pursuant to clause (ii) above is conditioned upon the date of such purchase occurring on or after the Optional Termination Date. If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been reimbursed for the full amount 118 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 Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A Certificates and Class M Certificates in whole, but not in part, at a price equal to aggregate outstanding Certificate Principal Balance of the Class A Certificates and Class M Certificates, plus one month's Accrued Certificate Interest on the Class A Certificates and Class M 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 Certificates and Class M 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 (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. 119 (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, 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 and REMIC II, 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 and REMIC II, 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 or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I and REMIC II, 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 and REMIC II, under Section 860F of the Code and the regulations thereunder; 120 (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. (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 and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement. 121 ARTICLE X REMIC PROVISIONS Section 10.01.REMIC Administration. (a) The REMIC Administrator shall make an election to treat each of REMIC I and REMIC II 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 Interest shall be designated as the "regular interests" and the Class R-I Certificates shall be designated as the sole class of "residual interests" in REMIC I. The Class A-I, Class A-II, Class M and Class SB Certificates shall be designated as the "regular interests" in REMIC II and the Class R-II Certificates shall be designated the sole class of "residual interests" in REMIC II. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in the REMIC other than the Certificates. (b) The Closing Date is hereby designated as the "startup day" of each of REMIC I and REMIC II 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 and REMIC II 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 and REMIC II in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and costs are incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC Administrator is no longer the Master Servicer hereunder, at its option the REMIC Administrator may continue its duties as REMIC Administrator and shall be paid reasonable compensation not to exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the REMIC Administrator. (d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to each REMIC created hereunder and deliver such Tax Returns in a timely manner to the Trustee and the Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer 122 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 or REMIC II as a REMIC or (ii) with the exception of actions taken in connection with Section 4.08 hereof, result in the imposition of a tax upon any of REMIC I or REMIC II (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code (except as provided in Section 2.04) 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 123 the effect that an Adverse REMIC Event could occur with respect to such action or inaction, as the case may be. 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 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 or REMIC II 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. (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 or REMIC II will receive a fee or other compensation for services nor permit any of REMIC I or REMIC II to receive any income from 124 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 March 25, 2034. (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 or REMIC II 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 Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h). The Reserve Fund shall be owned by the Class SB Certificateholders, and is not an asset of the REMICs. The Trustee shall treat the rights of the Class A-I-1, Class A-I-3, Class A-I-4, Class A-I-5, Class A-II and Class M Certificateholders to receive payments from the Reserve Fund as rights in an interest rate cap contract written by the Class SB Certificateholders in favor of the Class A-I-1, Class A-I-3, Class A-I-4, Class A-I-5, Class A-II and Class M Certificateholders. Thus, each Class A-I-1, Class A-I-3, Class A-I-4, Class A-I-5, Class A-II and Class M Certificate shall be treated as representing ownership of not only REMIC II regular interests, but also ownership of an interest in an interest rate cap contract. For purposes of determining the issue price of the REMIC II regular interests, the Trustee shall assume that the interest rate cap contract with respect to the Class A-I-1, Class A-I-3, Class A-I-4, Class A-I-5, Class A-II and Class M Certificates has a de minimis value. 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. 125 (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. 126 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 or REMIC II 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 127 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 and is authorized or permitted under Section 11.09(d). (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 I or REMIC II 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 128 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 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 or REMIC II 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 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. (f) In addition to the foregoing, any amendment of Section 4.08 of this Agreement shall require the consent of the Limited Repurchase Right Holder as third-party beneficiary. 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 129 counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 11.03.Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the parties hereto. (b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein 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. 130 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 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: Institutional Trust Services/Global Debt, RAMP 2004-RS3 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; and (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. 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, (a) shall notify each Rating Agency at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below, (b) shall notify the Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of any of the events described in clause (a), (b), (c)(1), (g)(1) or (i) below, or (c) provide a copy to each Rating Agency at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (e) and (f) below: (a) a material change or amendment to this Agreement, (b) the occurrence of an Event of Default, (c) (1) the termination or appointment of a successor Master Servicer or (2) the termination or appointment of a successor Trustee or a change in the majority ownership of the Trustee, (d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under 152 any such instrument, (e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to Section 4.03, 131 (f) the statements required to be delivered pursuant to Sections 3.18 and 3.19, (g) (1) a change in the location of the Custodial Account or (2) a change in the location of the Certificate Account, (h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04, (i) the occurrence of the Final Distribution Date and (j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer 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, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the 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 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, FASIT or other entity not subject to taxation for 132 federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of any of REMIC I or REMIC II 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. Section 11.09.[Reserved]. Section 11.10.Third Party Beneficiary. The Limited Repurchase Right Holder is an express third-party beneficiary of Section 4.08 of this Agreement, and shall have the right to enforce the related provisions of Section 4.08 of this Agreement as if it were a party hereto. 133 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: Karen Fox Name: Benita Bjorgo Title: Vice President Title: Vice President [Seal] RESIDENTIAL FUNDING CORPORATION Attest: By: Name: Benita Bjorgo Name: Karen Fox Title: Associate Title: Director [Seal] JPMORGAN CHASE BANK as Trustee Attest: By: Name: Name: Peggy L. Remy Title: Title: Trust Officer 134 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 29th day of March, 2004 before me, a notary public in and for said State, personally appeared Benita Bjorgo, 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] 135 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 29th day of March, 2004 before me, a notary public in and for said State, personally appeared Karen Fox, known to me to be a 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] 136 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 29th day of March, 2004 before me, a notary public in and for said State, personally appeared Peggy L. Remy, known to me to be a Trust Officer of JPMorgan Chase Bank, a New York banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public ___________________ [Notarial Seal] 137 EXHIBIT A FORM OF CLASS [A-_] CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Class A-__ Senior Certificate No. __ [___%] [Adjustable] Pass-Through Rate Date of Pooling and Servicing Agreement and Cut-off Date: Percentage Interest: ___% March 1, 2004 First Distribution Date: Aggregate Initial Certificate Principal April 26, 2004 Balance of the Class A-__ Certificates: $___________ Master Servicer: Residential Funding Corporation Final Scheduled Distribution Date: Initial Certificate Principal _________ __, 20__ Balance of this Class A-__ Certificate: $___________ Maturity Date: CUSIP ________ _________ __, 20__ MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2004-RS3 evidencing a percentage interest in the distributions allocable to the Class A-__ Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed and adjustable interest rate first lien 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 conventional one- to four-family fixed and adjustable interest rate first lien 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 A-2 Chase Bank, 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] [at the close of business on the Business Day prior to such Distribution Date] (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class A-__ Certificates on such Distribution Date. 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 distributions allocable to principal and any Realized Losses allocable hereto. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer funds are advanced with respect to any Mortgage Loan, such advance is 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. A-3 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 from time to 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 there upon 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. 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 A-4 all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer (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) to purchase in whole, but not in part, all of the Class A Certificates and Class M 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. A-5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. JPMORGAN CHASE BANK, as Trustee By: Authorized Signatory Dated: March 29, 2004 CERTIFICATE OF AUTHENTICATION This is one of the Class A-__ Certificates referred to in the within-mentioned Agreement. JPMORGAN CHASE BANK, as Certificate Registrar By: _______________________________ Authorized Signatory A-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of assignee) the beneficial interest evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: -------------------------------------------------------------------------------- Dated:_____________________ __________________________________ Signature by or on behalf of assignor __________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_________________________________________ for the account of __________________________ account number__________________________________ or, if mailed by check, to__________________________. Applicable statements should be mailed to:_____________________. This information is provided by ___________________________________, the assignee named above, or ______________________________, as its agent. A-7 EXHIBIT B FORM OF CLASS [M-_] CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A [M-_] CERTIFICATES, AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). NO TRANSFER OF THIS CLASS [M-_] CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER WITH RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND SECTION 4975 OF THE CODE AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION 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 AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A "PLAN") OR ANY OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF 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"). NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY: B-1 1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND 2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE 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. 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. B-2 Class M-_ Mezzanine Certificate No. 1 Date of Pooling and Servicing [____%] Pass-Through Rate Agreement and Cut-off Date March 1, 2004 First Distribution Date: Percentage Interest: ___% April 26, 2004 Master Servicer: Aggregate Certificate Principal Balance of the Residential Funding Corporation Class M-_ Certificates: $________ Final Scheduled Distribution Date: Initial Certificate Principal Balance of this _________ __, 20__ Class M-_ Certificate: $__________ Maturity Date: CUSIP _________ __, 20__

MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2004-RS3 evidencing a percentage interest in the distributions allocable to the Class M-_ Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed and adjustable interest rate, first lien 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 conventional one- to four-family fixed and adjustable interest rate, first lien 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, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is B-3 set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-_ Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. As described above, no transfer of this Class M-_ Certificate will be made unless (i) the Trustee has received either an Opinion of Counsel or a representation letter, each as described in the Agreement, relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in which case the Transferee will be deemed to have made representations relating to the permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e) of the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or interest herein) was effected in violation of the restrictions in Section 5.02(e) of the Agreement shall indemnify and hold harmless the 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 Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the B-4 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. B-5 This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer (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) to purchase in whole, but not in part, all of the Class A Certificates and Class M 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. B-6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. JPMORGAN CHASE BANK, as Trustee By: __________________________ Authorized Signatory Dated: March 29, 2004 CERTIFICATE OF AUTHENTICATION This is one of the Class M-_ Certificates referred to in the within-mentioned Agreement. JPMORGAN CHASE BANK, as Certificate Registrar By: __________________________ Authorized Signatory B-7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of assignee) the beneficial interest evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: -------------------------------------------------------------------------------- Dated:_____________________ __________________________________ Signature by or on behalf of assignor __________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_________________________________________ for the account of __________________________ account number__________________________________ or, if mailed by check, to__________________________. Applicable statements should be mailed to:_____________________. This information is provided by ___________________________________, the assignee named above, or ______________________________, as its agent. B-8 EXHIBIT C FORM OF CLASS SB CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN). 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. 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 HEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R. ss.2510.3-101 UNLESS THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS 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 AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE 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 DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND. C-9 Certificate No. __ Variable Pass-Through Rate Class SB Subordinate Date of Pooling and Servicing Percentage Interest: ___% and Cut-off Date: March 1, 2004 First Distribution Date: Aggregate Initial Certificate Principal Balance April 26, 2004 of the Class SB Certificates: $________ Master Servicer: Initial Certificate Principal Balance Residential Funding Corporation of this Certificate: $________ Final Scheduled Distribution Date: CUSIP: ________ _________ __, 20__ Maturity Date: _________ __, 20__

MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2004-RS3 evidencing a percentage interest in the distributions allocable to the Class SB Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed and adjustable interest rate first lien 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 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 any of their affiliates. None of the Depositor, the Master Servicer 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 conventional one- to four-family fixed and adjustable interest rate first lien 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 C-2 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, 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 SB 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 Notional Amount of this Class SB Certificate as of any date of determination will be calculated as described in the Agreement. The Notional Amount hereof will be reduced by interest shortfalls on the Mortgage Loans including any Prepayment Interest Shortfalls not covered by Compensating Interest or Excess Cash Flow, and the interest portion of any Realized Losses incurred in respect thereof. This Class SB Certificate will accrue interest at the Pass-Through Rate on the Notional Amount as indicated in the definition of Accrued Certificate Interest in the Agreement. This Class SB Certificate will not accrue interest on its Certificate Principal Balance. No transfer of this Class SB 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 C-3 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. No transfer of this Certificate or any interest herein shall be made to any employee benefit plan or other plan or arrangement subject to ERISA or Section 4975 of the Code (a "Plan"), any Person acting, directly or indirectly, on behalf of any Plan or any Person acquiring such Certificates with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 unless the Depositor, the Trustee and the Master Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the Depositor, the Trustee and the Master Servicer that the purchase of this 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 and will not subject the Depositor, the Master Servicer or the Trustee 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 Depositor, the Master Servicer, the Trustee or the Trust Fund. 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 from time to 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 C-4 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, 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. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer (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) to purchase in whole, but not in part, all of the Class A Certificates and Class M 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. C-5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. JPMORGAN CHASE BANK, as Trustee By: Authorized Signatory Dated: March 29, 2004 CERTIFICATE OF AUTHENTICATION This is one of the Class SB Certificates referred to in the within-mentioned Agreement. JPMORGAN CHASE BANK, as Certificate Registrar By: _______________________________ Authorized Signatory C-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of assignee) the beneficial interest evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: -------------------------------------------------------------------------------- Dated:_____________________ __________________________________ Signature by or on behalf of assignor __________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_________________________________________ for the account of __________________________ account number__________________________________ or, if mailed by check, to__________________________. Applicable statements should be mailed to:_____________________. This information is provided by ___________________________________, the assignee named above, or ______________________________, as its agent. C-7 EXHIBIT D FORM OF CLASS R CERTIFICATE THE CLASS R-__ CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT"). THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). 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 HEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ERISA OR SECTION 4975 OF THE CODE (A "PLAN"), ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R. ss.2510.3-101 UNLESS THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS 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 AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE 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 DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND. 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 E-1 FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE 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, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) 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. D-2 Class R-__ Certificate No. __ Date of Pooling and Servicing Percentage Interest: __% Agreement and Cut-off Date: March 1, 2004 First Distribution Date: Initial Certificate Principal April 26, 2004 Balance of this Certificate: $______ Master Servicer: Residential Funding Corporation MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2004-RS3 evidencing a percentage interest in any distributions allocable to the Class R-__ Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed and adjustable interest rate first lien 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 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 any of their affiliates. None of the Depositor, the Master Servicer 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 a pool of conventional one- to four-family fixed and adjustable interest rate first lien 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, 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 D-3 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, (ii) 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 Master Servicer 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 Master Servicer, which purchaser may be the Master Servicer, or any affiliate of the Master Servicer, on such terms and conditions as the Master Servicer 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 Holder of this Certificate may have additional obligations with respect to this Certificate, including tax liabilities. 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. No transfer of this Certificate or any interest herein shall be made to any employee benefit plan or other plan or arrangement subject to ERISA or Section 4975 of the Code (a "Plan"), any Person acting, directly or indirectly, on behalf of any such plan or arrangement or any Person acquiring such Certificates with "plan assets" of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 unless the Depositor, the Trustee and the Master Servicer are provided with an Opinion of Counsel which establishes to the satisfaction of the D-4 Depositor, the Trustee and the Master Servicer that the purchase of this 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 and will not subject the Depositor, the Master Servicer or the Trustee 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 Depositor, the Master Servicer, the Trustee or the Trust Fund. 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 from time to 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 D-5 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, 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. The obligations created by the Agreement in respect of these Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer (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) to purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the 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. D-6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. JPMORGAN CHASE BANK, as Trustee By: Authorized Signatory Dated: March 29, 2004 CERTIFICATE OF AUTHENTICATION This is one of the Class R-__ Certificates referred to in the within-mentioned Agreement. JPMORGAN CHASE BANK, as Certificate Registrar By: _______________________________ Authorized Signatory D-7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Please print or typewrite name and address including postal zip code of assignee) the beneficial interest evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: -------------------------------------------------------------------------------- Dated:_____________________ __________________________________ Signature by or on behalf of assignor __________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_________________________________________ for the account of __________________________ account number__________________________________ or, if mailed by check, to__________________________. Applicable statements should be mailed to:_____________________. This information is provided by ___________________________________, the assignee named above, or ______________________________, as its agent. D-8 -1- EXHIBIT E CUSTODIAL AGREEMENT THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"), dated as of March 1, 2004, by and among JPMORGAN CHASE BANK, as trustee (including its successors under the Pooling Agreement defined below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as company (together with any successor in interest, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor in interest or successor under the Pooling Agreement referred to below, the "Master Servicer") and WELLS FARGO BANK, N.A., as custodian (together with any successor in interest or any successor appointed hereunder, the "Custodian"). W I T N E S S E T H T H A T: WHEREAS, the Company, the Master Servicer, and the Trustee have entered into a Pooling and Servicing Agreement, dated as of March 1, 2004, relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2004-RS3 (as in effect on the date of this Agreement, the "Original Pooling Agreement," and as amended and supplemented from time to time, the "Pooling Agreement"); and WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding certain documents and other instruments delivered by the Company and the Master Servicer under the Pooling Agreement, all upon the terms and conditions and subject to the limitations hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Trustee, the Company, the Master Servicer and the Custodian hereby agree as follows: ARTICLE I Definitions Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned in the Original Pooling Agreement, unless otherwise required by the context herein. ARTICLE II Custody of Mortgage Documents Section 2.1 Custodian to Act as Agent: Acceptance of Mortgage Files. The Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage Loans identified on the schedule attached hereto (the "Mortgage Files") and declares that it holds and will hold the Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all present and future Certificateholders. Section 2.2 Recordation of Assignments. If any Mortgage File includes one or more assignments of the related Mortgage Loans to the Trustee that have not been recorded, each such assignment shall be delivered by the Custodian to the Company for the purpose of recording it in the appropriate public office for real property records, and the Company, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment and, upon receipt thereof from such public office, shall return each such assignment to the Custodian. Section 2.3 Review of Mortgage Files. (a) On or prior to the Closing Date, the Custodian shall deliver to the Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed on the Schedule attached hereto (the "Mortgage Loan Schedule"). The parties hereto acknowledge that certain documents referred to in Subsection 2.01(b)(i) of the Pooling Agreement may be missing on or prior to the Closing Date and such missing documents shall be listed as a Schedule to Exhibit One. (b) Within 45 days of the initial issuance of the Certificates, the Custodian agrees, for the benefit of Certificateholders, to review in accordance with the provisions of Section 2.02 of the Pooling Agreement each Mortgage File and to deliver to the Trustee an Interim Certification in the form annexed hereto as Exhibit Two to the effect that all documents required to be delivered pursuant to Section 2.01 (b) of the Pooling Agreement 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. For purposes of such review, the Custodian shall compare the following information in each Mortgage File to the corresponding information in the Mortgage Loan Schedule: (i) the loan number, (ii) the borrower name and (iii) the original principal balance. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or that the MIN is accurate. If in performing the review required by this Section 2.3 the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in respect of the items reviewed as described in this Section 2.3(b), the Custodian shall promptly so notify the Company, the Master Servicer and the Trustee. (c) Upon receipt of all documents required to be in the Mortgage Files the Custodian shall deliver to the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage Files. Upon receipt of written request from the Trustee, the Company or the Master Servicer, the Custodian shall as soon as practicable supply the Trustee with a list of all of the documents relating to the Mortgage Loans required to be delivered pursuant to Section 2.01 (b) of the Pooling Agreement not then contained in the Mortgage Files. E-2 Section 2.4 Notification of Breaches of Representations and Warranties. If the Custodian discovers, in the course of performing its custodial functions, a breach of a representation or warranty made by the Master Servicer or the Company as set forth in the Pooling Agreement with respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt written notice to the Company, the Master Servicer and the Trustee. Section 2.5 Custodian to Cooperate: Release of Mortgage Files. Upon the repurchase or substitution of any Mortgage Loan pursuant to Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or 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 Custodian by delivering to the Custodian a Request for Release (in the form of Exhibit Four attached hereto or a mutually acceptable electronic form) and shall request delivery to it of the Mortgage File. The Custodian agrees, upon receipt of such Request for Release, promptly to release to the Master Servicer the related Mortgage File. Upon written notification of a substitution, the Master Servicer shall deliver to the Custodian and the Custodian agrees to accept the Mortgage Note and other documents constituting the Mortgage File with respect to any Qualified Substitute Mortgage Loan, upon receiving written notification from the Master Servicer of such substitution. Upon receipt of a Request for Release from the Master Servicer, signed by a Servicing Officer, that (i) the Master Servicer or a Subservicer, as the case may be, has made a deposit into the Certificate Account in payment for the purchase of the related Mortgage Loan in an amount equal to the Purchase Price for such Mortgage Loan or (ii) the Company has chosen to substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan, the Custodian shall release to the Master Servicer the related Mortgage File. From time to time as is appropriate for the servicing or foreclosures of any Mortgage Loan, including, for this purpose, collection under any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master Servicer shall deliver to the Custodian a Request for Release certifying as to the reason for such release. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or such document to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Custodian 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 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 to the Custodian an updated Request for Release signed by 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. Immediately upon receipt of any Mortgage File returned to the Custodian by the Master Servicer, the Custodian shall deliver a signed acknowledgment to the Master Servicer, confirming receipt of such Mortgage File. Upon the request of the Master Servicer, the Custodian will send to the Master Servicer copies of any documents contained in the Mortgage File. E-3 Section 2.6 Assumption Agreements. In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting parts thereof. ARTICLE III Concerning the Custodian Section 3.1 Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and other documents constituting each Mortgage File which are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person other than the Trustee and the Certificateholders and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other document constituting a part of a Mortgage File shall be delivered by the Custodian to the Company or the Master Servicer or otherwise released from the possession of the Custodian. The Master Servicer shall promptly notify the Custodian in writing if it shall no longer be a member of MERS, or if it otherwise shall no longer be capable of registering and recording Mortgage Loans using MERS. In addition, the Master Servicer shall (i) promptly notify the Custodian in writing when a MERS Mortgage Loan is no longer registered with and recorded under MERS and (ii) concurrently with any such deregistration of a MERS Mortgage Loan, prepare, execute and record an original assignment from MERS to the Trustee and deliver such assignment to the Custodian. Section 3.2 Indemnification. The Company hereby agrees to indemnify and hold the Custodian harmless from and against all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which the Custodian may incur or with which the Custodian may be threatened by reason of its acting as custodian under this Agreement, including indemnification of the Custodian against any and all expenses, including attorney's fees if counsel for the Custodian has been approved by the Company, and the cost of defending any action, suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is specifically understood and agreed that in the event any such claim, liability, loss, action, suit or proceeding or other expense, fee or charge shall have been caused by reason of any negligent act, negligent failure to act or willful misconduct on the part of the Custodian, or which shall constitute a willful breach of its duties hereunder, the indemnification provisions of this Agreement shall not apply. E-4 Section 3.3 Custodian May Own Certificates. The Custodian 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 Custodian. Section 3.4 Master Servicer to Pay Custodian's Fees and Expenses. The Master Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian 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), except any such expense, disbursement or advance as may arise from its negligence or bad faith. Section 3.5 Custodian May Resign: Trustee May Remove Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall either take custody of the Mortgage Files itself and give prompt notice thereof to the Company, the Master Servicer and the Custodian, or promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files and no successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian. The Trustee may remove the Custodian at any time, with or without cause. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by federal or state authority and shall be able to satisfy the other requirements contained in Section 3.7 and shall be unaffiliated with the Master Servicer or the Company. Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of appointment by the successor Custodian. The Trustee shall give prompt notice to the Company and the Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be appointed by the Trustee without the prior approval of the Company and the Master Servicer. Section 3.6 Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian, shall be the successor of the Custodian 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. E-5 Section 3.7 Representations of the Custodian. The Custodian hereby represents that it is a depository institution subject to supervision or examination by a federal or state authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any Mortgage File. ARTICLE IV Miscellaneous Provisions Section 4.1 Notices. All notices, requests, consents and demands and other communications required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in writing), in which case the notice will be deemed delivered when received. Section 4.2 Amendments. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto, and neither the Company, the Master Servicer nor the Trustee shall enter into any amendment hereof except as permitted by the Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any amendment or supplement to the Pooling Agreement and furnish the Custodian with written copies thereof. Section 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Section 4.4 Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee (pursuant to the request of holders of Certificates evidencing undivided interests in the aggregate of not less than 25% of the Trust Fund), but only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Master Servicer to the effect that the failure to effect such recordation is likely to materially and adversely affect the interests of the Certificateholders. 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. E-6 Section 4.5 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. E-7 IN WITNESS WHEREOF, this Agreement is executed as of the date first above written. Address: JPMORGAN CHASE BANK, as Trustee 4 New York Plaza, 6th Floor New York, New York 10004 By:__________________________ Name: Peggy L. Remy Title: Trust Officer Address: RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 By:__________________________ Name: Benita Bjorgo Title: Vice President Address: RESIDENTIAL FUNDING CORPORATION, as Master Servicer 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota 55437 By:__________________________ Name: Karen Fox Title: Director Address: WELLS FARGO BANK, N.A. Mortgage Document Custody One Meridian Crossings - 3rd Floor Richfield, Minnesota 55423 By:__________________________ Name: Herb A. Nelson Title: Assistant Vice President E-8 STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) On the 29th day of March, 2004, before me, a notary public in and for said State, personally appeared Peggy L. Remy, known to me to be a Trust Officer of JPMorgan Chase Bank, 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] E-9 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 29th day of March, 2004, before me, a notary public in and for said State, personally appeared Benita Bjorgo, 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 29th day of March, 2004, before me, a notary public in and for said State, personally appeared, Karen Fox, known to me to be a 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] E-10 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 29th day of March, 2004, before me, a notary public in and for said State, personally appeared Herb A. Nelson, known to me to be an Assistant Vice President of Wells Fargo Bank, N.A., 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 national banking association, and acknowledged to me that such national banking association 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 E-11 EXHIBIT ONE FORM OF CUSTODIAN INITIAL CERTIFICATION March 29, 2004 JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, New York 10004 Attention: Residential Asset Mortgage Products, Inc., Series 2004-RS3 Re: Custodial Agreement, dated as of March 1, 2004, by and among JPMorgan Chase Bank, Residential Asset Mortgage Products, Inc., Residential Funding Corporation and Wells Fargo Bank, N.A., relating to Mortgage Asset-Backed Pass-Through Certificates, Series 2004-RS3 Ladies and Gentlemen: In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File (which contains an original Mortgage Note or an original Lost Note Affidavit with a copy of the related Mortgage Note) to the extent required in Section 2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. WELLS FARGO BANK, N.A. By:________________________ Name:______________________ Title:_____________________ E-12 EXHIBIT TWO FORM OF CUSTODIAN INTERIM CERTIFICATION _____________ __, 2004 JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, New York 10004 Attention: Residential Asset Mortgage Products, Inc., Series 2004-RS3 Re: Custodial Agreement, dated as of March 1, 2004, by and among JPMorgan Chase Bank, Residential Asset Mortgage Products, Inc., Residential Funding Corporation and Wells Fargo Bank, N.A., relating to Mortgage Asset-Backed Pass-Through Certificates,Series 2004-RS3 Ladies and Gentlemen: In accordance with Section 2.3 of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required pursuant to Section 2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. WELLS FARGO BANK, N.A. By:_________________________ Name:_______________________ Title:______________________ E-13 EXHIBIT THREE FORM OF CUSTODIAN FINAL CERTIFICATION _____________ __, 2004 JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, New York 10004 Attention: Residential Asset Mortgage Products, Inc., Series 2004-RS3 Re: Custodial Agreement, dated as of March 1, 2004, by and among JPMorgan Chase Bank, Residential Asset Mortgage Products, Inc., Residential Funding Corporation and Wells Fargo Bank, N.A., relating to Mortgage Asset-Backed Pass-Through Certificates, Series 2004-RS3 Ladies and Gentlemen: In accordance with Section 2.3 of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents referred to in Section 2.01(b) of the Pooling Agreement have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. WELLS FARGO BANK, N.A. By:_________________________ Name:_______________________ Title:______________________ E-14 EXHIBIT FOUR FORM OF REQUEST FOR RELEASE DATE: TO: RE: REQUEST FOR RELEASE OF DOCUMENTS In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we request the release of the Mortgage Loan File described below. Series Supplement, to the Standard Terms of Pooling and Servicing Agreement, Dated: Series#: Account#: Pool#: Loan#: MIN#: Borrower Name(s): Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage Loan Repurchased "We hereby certify that all amounts received or to be received in connection with such payments which are required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement." ______________________________ Residential Funding Corporation Authorized Signature **************************************************************** TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing Agreement. Enclosed Documents: [ ] Promissory Note [ ] Primary Insurance Policy [ ] Mortgage or Deed of Trust [ ] Assignment(s) of Mortgage or Deed of Trust [ ] Title Insurance Policy [ ] Other: ________________________ ___________________________ Name ___________________________ Title ___________________________ Date E-15 EXHIBIT F-1 GROUP I LOAN SCHEDULE RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 09.25.33 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RAMP 2004-RS3 FIXED CUTOFF : 03/01/04 POOL : 0004813 : : POOL STATUS: F RFC LOAN NUMBER SUB SERV FEE PRINCIPAL BALANCE MSTR SERV FEE CURR NOTE RATE ALL EXP RFC NET RATE MISC EXP NET MTG RATE(INVSTR RATE) SPREAD POST STRIP RATE STRIP ----------------------------------------------------------------- 8348697 .5000 155,647.11 .0500 9.0900 .0000 8.5900 .0000 8.5400 .0000 8.5400 .0000 8386694 .2500 197,171.68 .0500 6.0000 .0000 5.7500 .0000 5.7000 .0000 5.7000 .0000 8431334 .2500 115,777.69 .0500 6.5000 .0000 6.2500 .0000 6.2000 .0000 6.2000 .0000 8433792 .2500 374,997.87 .0500 6.5000 .0000 6.2500 .0000 6.2000 .0000 6.2000 .0000 8434444 .2500 130,260.68 .0500 6.1250 .0000 5.8750 .0000 5.8250 .0000 5.8250 .0000 8525458 .2500 305,760.54 .0500 7.0000 .0000 6.7500 .0000 6.7000 .0000 6.7000 .0000 1 8543436 .2500 147,522.48 .0500 6.1250 .0000 5.8750 .0000 5.8250 .0000 5.8250 .0000 8565634 .2500 135,909.84 .0500 6.7500 .0000 6.5000 .0000 6.4500 .0000 6.4500 .0000 8587561 .2500 695,834.32 .0500 6.3750 .0000 6.1250 .0000 6.0750 .0000 6.0750 .0000 8599011 .2500 83,766.79 .0500 6.5000 .0000 6.2500 .0000 6.2000 .0000 6.2000 .0000 8604048 .2500 729,421.67 .0500 5.6250 .0000 5.3750 .0000 5.3250 .0000 5.3250 .0000 8604074 .2500 984,294.06 .0500 5.5000 .0000 5.2500 .0000 5.2000 .0000 5.2000 .0000 8614860 .2500 452,539.21 .0500 5.6250 .0000 5.3750 .0000 5.3250 .0000 5.3250 .0000 8625293 .2500 99,847.72 .0500 7.3750 .0000 7.1250 .0000 7.0750 .0000 7.0750 .0000 1 8627124 .5000 82,985.47 .0500 9.8000 .0000 9.3000 .0000 9.2500 .0000 9.2500 .0000 8669826 .2500 131,291.47 .0500 6.6250 .0000 6.3750 .0000 6.3250 .0000 6.3250 .0000 8670216 .2500 36,592.72 .0500 6.3750 .0000 6.1250 .0000 6.0750 .0000 6.0750 .0000 8671148 .2500 156,674.80 .0500 6.7500 .0000 6.5000 .0000 6.4500 .0000 6.4500 .0000 8673478 .2500 118,909.66 .0500 6.5000 .0000 6.2500 .0000 6.2000 .0000 6.2000 .0000 8675832 .2500 118,930.02 .0500 7.0000 .0000 6.7500 .0000 6.7000 .0000 6.7000 .0000 8678353 .2500 346,736.90 .0500 6.5250 .0000 6.2750 .0000 6.2250 .0000 6.2250 .0000 8705532 .2500 97,160.07 .0500 7.8750 .0000 7.6250 .0000 7.5750 .0000 7.5750 .0000 1 8718252 .2500 214,371.10 .0500 5.8750 .0000 5.6250 .0000 5.5750 .0000 5.5750 .0000 8718634 .2500 122,510.61 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 8720150 .2500 79,522.47 .0500 8.1250 .0000 7.8750 .0000 7.8250 .0000 7.8250 .0000 8739464 .5000 221,222.09 .0500 7.8500 .0000 7.3500 .0000 7.3000 .0000 7.3000 .0000 8743646 .5000 89,331.67 .0500 8.6250 .0000 8.1250 .0000 8.0750 .0000 8.0750 .0000 8744740 .2500 134,616.14 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 8750230 .5000 103,779.81 .0500 7.5900 .0000 7.0900 .0000 7.0400 .0000 7.0400 .0000 8758378 .2500 58,285.59 .0500 7.6250 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 1 8758436 .2500 62,498.89 .0500 6.2500 .0000 6.0000 .0000 5.9500 .0000 5.9500 .0000 8759650 .2500 98,299.64 .0500 6.0000 .0000 5.7500 .0000 5.7000 .0000 5.7000 .0000 8759736 .2500 174,214.21 .0500 6.3750 .0000 6.1250 .0000 6.0750 .0000 6.0750 .0000 8770900 .2500 86,705.11 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 8773162 .2500 189,303.61 .0500 7.6250 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 8776266 .5000 131,225.29 .0500 8.0000 .0000 7.5000 .0000 7.4500 .0000 7.4500 .0000 8784895 .2500 73,563.43 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 8791849 .2500 74,314.46 .0500 6.0000 .0000 5.7500 .0000 5.7000 .0000 5.7000 .0000 1 8798536 .2500 200,000.00 .0500 8.5000 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 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145,506.60 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 1 9104826 .2500 85,827.83 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9104830 .2500 50,786.32 .0500 7.3750 .0000 7.1250 .0000 7.0750 .0000 7.0750 .0000 9104832 .2500 123,900.84 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9104838 .2500 116,000.00 .0500 8.0000 .0000 7.7500 .0000 7.7000 .0000 7.7000 .0000 9104844 .2500 131,469.78 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9104848 .2500 153,654.10 .0500 5.3750 .0000 5.1250 .0000 5.0750 .0000 5.0750 .0000 9104852 .2500 144,889.67 .0500 7.3750 .0000 7.1250 .0000 7.0750 .0000 7.0750 .0000 9104856 .2500 50,000.00 .0500 8.1250 .0000 7.8750 .0000 7.8250 .0000 7.8250 .0000 1 9104862 .2500 124,087.72 .0500 6.5000 .0000 6.2500 .0000 6.2000 .0000 6.2000 .0000 9104868 .2500 109,153.61 .0500 6.6250 .0000 6.3750 .0000 6.3250 .0000 6.3250 .0000 9104874 .2500 284,772.09 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9104876 .2500 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83,481.60 .0500 7.7500 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 9131644 .3750 80,782.56 .0500 7.3000 .0000 6.9250 .0000 6.8750 .0000 6.8750 .0000 9131650 .3750 88,279.69 .0500 7.1500 .0000 6.7750 .0000 6.7250 .0000 6.7250 .0000 9131666 .3750 123,412.83 .0500 7.7500 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 9131686 .5000 56,915.50 .0500 8.5000 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 1 9131838 .3750 142,803.85 .0500 7.9900 .0000 7.6150 .0000 7.5650 .0000 7.5650 .0000 9131854 .3750 184,689.47 .0500 6.8950 .0000 6.5200 .0000 6.4700 .0000 6.4700 .0000 9131884 .3750 156,749.39 .0500 7.1500 .0000 6.7750 .0000 6.7250 .0000 6.7250 .0000 9131946 .3750 121,253.33 .0500 7.4000 .0000 7.0250 .0000 6.9750 .0000 6.9750 .0000 9132016 .3750 80,232.47 .0500 8.2000 .0000 7.8250 .0000 7.7750 .0000 7.7750 .0000 9132030 .2500 130,410.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9132034 .5000 83,000.00 .0500 10.2500 .0000 9.7500 .0000 9.7000 .0000 9.7000 .0000 9132038 .2500 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216,374.55 .0500 9.2500 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 9133476 .2500 116,497.12 .0500 6.6250 .0000 6.3750 .0000 6.3250 .0000 6.3250 .0000 9133478 .2500 231,579.40 .0500 6.5000 .0000 6.2500 .0000 6.2000 .0000 6.2000 .0000 9133484 .2500 123,897.35 .0500 6.9500 .0000 6.7000 .0000 6.6500 .0000 6.6500 .0000 9133486 .3750 73,953.77 .0500 8.3500 .0000 7.9750 .0000 7.9250 .0000 7.9250 .0000 1 9133496 .3750 69,813.24 .0500 8.4000 .0000 8.0250 .0000 7.9750 .0000 7.9750 .0000 9133528 .2500 171,539.15 .0500 6.6000 .0000 6.3500 .0000 6.3000 .0000 6.3000 .0000 9133532 .3750 159,650.02 .0500 7.6200 .0000 7.2450 .0000 7.1950 .0000 7.1950 .0000 9133536 .3750 177,572.52 .0500 7.1500 .0000 6.7750 .0000 6.7250 .0000 6.7250 .0000 9133554 .2500 98,992.08 .0500 6.8500 .0000 6.6000 .0000 6.5500 .0000 6.5500 .0000 9133564 .2500 73,857.46 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 9133566 .3750 134,691.45 .0500 7.4000 .0000 7.0250 .0000 6.9750 .0000 6.9750 .0000 9133570 .2500 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50,000.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9152056 .2500 100,000.00 .0500 6.5000 .0000 6.2500 .0000 6.2000 .0000 6.2000 .0000 9152072 .2500 110,000.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9152074 .2500 100,000.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 1 9152076 .2500 107,500.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9152088 .2500 92,650.00 .0500 6.7500 .0000 6.5000 .0000 6.4500 .0000 6.4500 .0000 9152092 .2500 70,000.00 .0500 8.0000 .0000 7.7500 .0000 7.7000 .0000 7.7000 .0000 9152106 .2500 134,500.00 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 9152120 .2500 157,500.00 .0500 7.6250 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 9152122 .2500 80,100.00 .0500 7.8750 .0000 7.6250 .0000 7.5750 .0000 7.5750 .0000 9152130 .2500 75,000.00 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 9152134 .2500 72,200.00 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 1 9152144 .2500 108,000.00 .0500 5.7500 .0000 5.5000 .0000 5.4500 .0000 5.4500 .0000 9152158 .2500 123,500.00 .0500 7.5000 .0000 7.2500 .0000 7.2000 .0000 7.2000 .0000 9152160 .2500 114,000.00 .0500 6.7500 .0000 6.5000 .0000 6.4500 .0000 6.4500 .0000 9152162 .2500 283,500.00 .0500 7.8750 .0000 7.6250 .0000 7.5750 .0000 7.5750 .0000 9152262 .5000 113,300.00 .0500 7.8750 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 9152270 .2500 146,400.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9152282 .5000 80,000.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 9152286 .2500 60,000.00 .0500 8.0000 .0000 7.7500 .0000 7.7000 .0000 7.7000 .0000 1 9152300 .2500 115,000.00 .0500 9.2500 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 9152320 .2500 61,800.00 .0500 8.0000 .0000 7.7500 .0000 7.7000 .0000 7.7000 .0000 9152332 .2500 58,000.00 .0500 7.7500 .0000 7.5000 .0000 7.4500 .0000 7.4500 .0000 9152334 .2500 50,000.00 .0500 7.7500 .0000 7.5000 .0000 7.4500 .0000 7.4500 .0000 9152368 .2500 70,500.00 .0500 6.3750 .0000 6.1250 .0000 6.0750 .0000 6.0750 .0000 9152410 .2500 87,500.00 .0500 6.2500 .0000 6.0000 .0000 5.9500 .0000 5.9500 .0000 9152418 .2500 63,000.00 .0500 5.1250 .0000 4.8750 .0000 4.8250 .0000 4.8250 .0000 9152432 .2500 114,000.00 .0500 7.5000 .0000 7.2500 .0000 7.2000 .0000 7.2000 .0000 1 9152434 .2500 54,000.00 .0500 7.6250 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 9152442 .2500 119,500.00 .0500 7.7500 .0000 7.5000 .0000 7.4500 .0000 7.4500 .0000 9152468 .2500 128,000.00 .0500 6.7500 .0000 6.5000 .0000 6.4500 .0000 6.4500 .0000 9152472 .2500 223,200.00 .0500 6.6250 .0000 6.3750 .0000 6.3250 .0000 6.3250 .0000 9152476 .2500 100,000.00 .0500 7.0000 .0000 6.7500 .0000 6.7000 .0000 6.7000 .0000 9152498 .2500 87,100.00 .0500 7.7500 .0000 7.5000 .0000 7.4500 .0000 7.4500 .0000 9152512 .2500 176,000.00 .0500 6.2500 .0000 6.0000 .0000 5.9500 .0000 5.9500 .0000 9152544 .2500 110,000.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 1 9152546 .5000 64,600.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 9152564 .2500 50,000.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9153418 .2500 121,319.09 .0500 7.5000 .0000 7.2500 .0000 7.2000 .0000 7.2000 .0000 9153432 .2500 169,594.45 .0500 8.6000 .0000 8.3500 .0000 8.3000 .0000 8.3000 .0000 9153442 .2500 199,171.91 .0500 7.1000 .0000 6.8500 .0000 6.8000 .0000 6.8000 .0000 9153450 .2500 194,715.98 .0500 9.6000 .0000 9.3500 .0000 9.3000 .0000 9.3000 .0000 9153530 .2500 74,000.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9153560 .2500 78,100.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 1 9153582 .2500 76,500.00 .0500 7.7500 .0000 7.5000 .0000 7.4500 .0000 7.4500 .0000 9153598 .2500 67,000.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9153602 .2500 78,250.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9153674 .2500 181,500.00 .0500 6.7500 .0000 6.5000 .0000 6.4500 .0000 6.4500 .0000 9153692 .2500 94,400.00 .0500 6.3750 .0000 6.1250 .0000 6.0750 .0000 6.0750 .0000 9153702 .2500 60,000.00 .0500 7.0000 .0000 6.7500 .0000 6.7000 .0000 6.7000 .0000 9153718 .2500 134,000.00 .0500 7.5000 .0000 7.2500 .0000 7.2000 .0000 7.2000 .0000 9153740 .2500 114,750.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 1 9153756 .2500 259,920.00 .0500 6.0000 .0000 5.7500 .0000 5.7000 .0000 5.7000 .0000 9153758 .2500 110,000.00 .0500 7.6250 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 9153812 .2500 67,592.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9153814 .2500 78,500.00 .0500 6.6250 .0000 6.3750 .0000 6.3250 .0000 6.3250 .0000 9153872 .2500 107,350.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9153884 .2500 100,000.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9153890 .2500 185,134.00 .0500 7.3750 .0000 7.1250 .0000 7.0750 .0000 7.0750 .0000 9153894 .2500 132,300.00 .0500 6.5000 .0000 6.2500 .0000 6.2000 .0000 6.2000 .0000 1 9153916 .2500 262,500.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9153938 .2500 146,500.00 .0500 7.5000 .0000 7.2500 .0000 7.2000 .0000 7.2000 .0000 9153952 .5000 50,000.00 .0500 10.0000 .0000 9.5000 .0000 9.4500 .0000 9.4500 .0000 9154090 .5000 92,700.00 .0500 10.6250 .0000 10.1250 .0000 10.0750 .0000 10.0750 .0000 9154104 .2500 88,750.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9154410 .2500 182,178.46 .0500 6.0000 .0000 5.7500 .0000 5.7000 .0000 5.7000 .0000 9154454 .2500 57,000.00 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 9156264 .3750 99,750.00 .0500 9.7400 .0000 9.3650 .0000 9.3150 .0000 9.3150 .0000 1 9156266 .3750 75,972.30 .0500 10.9000 .0000 10.5250 .0000 10.4750 .0000 10.4750 .0000 9156268 .3750 62,911.44 .0500 10.4000 .0000 10.0250 .0000 9.9750 .0000 9.9750 .0000 9156726 .2500 120,460.00 .0500 7.8750 .0000 7.6250 .0000 7.5750 .0000 7.5750 .0000 9156888 .2500 118,500.00 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 9157156 .2500 122,990.00 .0500 7.5000 .0000 7.2500 .0000 7.2000 .0000 7.2000 .0000 9157434 .2500 118,500.00 .0500 7.0000 .0000 6.7500 .0000 6.7000 .0000 6.7000 .0000 9157442 .2500 210,000.00 .0500 5.7500 .0000 5.5000 .0000 5.4500 .0000 5.4500 .0000 9157510 .2500 115,500.00 .0500 6.2500 .0000 6.0000 .0000 5.9500 .0000 5.9500 .0000 1 9157712 .2500 81,000.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9157726 .2500 108,000.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9157764 .2500 85,000.00 .0500 7.6250 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 9157782 .2500 72,000.00 .0500 6.7500 .0000 6.5000 .0000 6.4500 .0000 6.4500 .0000 9157792 .2500 70,000.00 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 9157796 .2500 208,050.00 .0500 6.6250 .0000 6.3750 .0000 6.3250 .0000 6.3250 .0000 9157802 .2500 242,131.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9157806 .2500 176,700.00 .0500 7.7500 .0000 7.5000 .0000 7.4500 .0000 7.4500 .0000 1 9157808 .2500 153,968.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9157860 .2500 81,000.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9157876 .2500 267,900.00 .0500 7.7500 .0000 7.5000 .0000 7.4500 .0000 7.4500 .0000 9157892 .2500 119,000.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9157896 .2500 137,900.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9157920 .2500 118,000.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9157950 .2500 94,000.00 .0500 7.0000 .0000 6.7500 .0000 6.7000 .0000 6.7000 .0000 9157970 .2500 122,000.00 .0500 7.3750 .0000 7.1250 .0000 7.0750 .0000 7.0750 .0000 1 9157974 .5000 89,300.00 .0500 8.6250 .0000 8.1250 .0000 8.0750 .0000 8.0750 .0000 9158030 .2500 222,300.00 .0500 7.5000 .0000 7.2500 .0000 7.2000 .0000 7.2000 .0000 9158044 .2500 93,800.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9158046 .2500 125,550.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9158068 .2500 154,000.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9158208 .2500 72,675.00 .0500 7.8750 .0000 7.6250 .0000 7.5750 .0000 7.5750 .0000 9158224 .2500 125,000.00 .0500 7.6250 .0000 7.3750 .0000 7.3250 .0000 7.3250 .0000 9158302 .5000 52,725.00 .0500 9.3750 .0000 8.8750 .0000 8.8250 .0000 8.8250 .0000 1 9158322 .2500 235,000.00 .0500 8.3750 .0000 8.1250 .0000 8.0750 .0000 8.0750 .0000 9158342 .2500 95,000.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9158398 .2500 80,000.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9158476 .2500 39,000.00 .0500 7.3750 .0000 7.1250 .0000 7.0750 .0000 7.0750 .0000 9158620 .2500 108,000.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9158628 .2500 64,850.00 .0500 5.5000 .0000 5.2500 .0000 5.2000 .0000 5.2000 .0000 9158854 .2500 252,000.00 .0500 6.3750 .0000 6.1250 .0000 6.0750 .0000 6.0750 .0000 9158856 .2500 89,900.00 .0500 7.3750 .0000 7.1250 .0000 7.0750 .0000 7.0750 .0000 1 9158890 .2500 142,800.00 .0500 6.7500 .0000 6.5000 .0000 6.4500 .0000 6.4500 .0000 9158906 .2500 72,000.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9158908 .2500 72,000.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9158910 .2500 583,400.00 .0500 6.0000 .0000 5.7500 .0000 5.7000 .0000 5.7000 .0000 9158948 .2500 78,000.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9158950 .2500 180,000.00 .0500 7.8750 .0000 7.6250 .0000 7.5750 .0000 7.5750 .0000 9159560 .2500 185,250.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9159650 .5000 59,900.00 .0500 9.8750 .0000 9.3750 .0000 9.3250 .0000 9.3250 .0000 1 9159890 .2500 92,000.00 .0500 8.5000 .0000 8.2500 .0000 8.2000 .0000 8.2000 .0000 9159920 .2500 108,256.00 .0500 7.3750 .0000 7.1250 .0000 7.0750 .0000 7.0750 .0000 9159932 .2500 80,750.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9159970 .2500 310,000.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9159976 .2500 72,000.00 .0500 7.0000 .0000 6.7500 .0000 6.7000 .0000 6.7000 .0000 9160064 .2500 265,500.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9160302 .2500 52,500.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9160382 .2500 116,000.00 .0500 6.5000 .0000 6.2500 .0000 6.2000 .0000 6.2000 .0000 1 9163670 .2500 111,900.00 .0500 8.2500 .0000 8.0000 .0000 7.9500 .0000 7.9500 .0000 9164032 .2500 120,000.00 .0500 7.8750 .0000 7.6250 .0000 7.5750 .0000 7.5750 .0000 9167020 .2500 140,000.00 .0500 7.0000 .0000 6.7500 .0000 6.7000 .0000 6.7000 .0000 9167022 .5000 67,450.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 9167116 .2500 77,500.00 .0500 7.2500 .0000 7.0000 .0000 6.9500 .0000 6.9500 .0000 9167136 .2500 112,000.00 .0500 8.6250 .0000 8.3750 .0000 8.3250 .0000 8.3250 .0000 9167174 .2500 128,434.00 .0500 6.8750 .0000 6.6250 .0000 6.5750 .0000 6.5750 .0000 9169126 .2500 65,000.00 .0500 7.5000 .0000 7.2500 .0000 7.2000 .0000 7.2000 .0000 1 9169212 .2500 50,000.00 .0500 7.3750 .0000 7.1250 .0000 7.0750 .0000 7.0750 .0000 9169228 .2500 49,400.00 .0500 7.1250 .0000 6.8750 .0000 6.8250 .0000 6.8250 .0000 9169276 .2500 140,800.00 .0500 6.3750 .0000 6.1250 .0000 6.0750 .0000 6.0750 .0000 9169356 .5000 160,000.00 .0500 9.5000 .0000 9.0000 .0000 8.9500 .0000 8.9500 .0000 9169492 .2500 70,000.00 .0500 6.2500 .0000 6.0000 .0000 5.9500 .0000 5.9500 .0000 9169526 .2500 70,000.00 .0500 8.8750 .0000 8.6250 .0000 8.5750 .0000 8.5750 .0000 TOTAL NUMBER OF LOANS: 3228 TOTAL BALANCE........: 500,000,322.32 RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 09.25.33 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RAMP 2004-RS3 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04 POOL : 0004813 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO ----------------------------------------------------------------------------- CURR NOTE RATE 7.1502 4.3750 12.3100 RFC NET RATE 6.8597 4.1250 11.8100 NET MTG RATE(INVSTR RATE) 6.8097 4.0750 11.7600 POST STRIP RATE 6.8097 4.0750 11.7600 SUB SERV FEE .2905 .2500 1.2252 MSTR SERV FEE .0500 .0500 .0500 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .0000 .0000 .0000 TOTAL NUMBER OF LOANS: 3228 TOTAL BALANCE........: 500,000,322.32 *************************** * END OF REPORT * *************************** RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 09.25.33 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RAMP 2004-RS3 FIXED CUTOFF : 03/01/04 POOL : 0004813 : : POOL STATUS: F RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE ORIG TERM PRINCIPAL BAL # OF UNITS ORIG RATE ORIGINAL P+I LTV CURR NET CURRENT P+I CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG SELLER LOAN # OCCP CODE MATURITY DATE INVESTOR LOAN # ______________________________________________________________________________ 8348697 Q82/U56 F 157,000.00 ZZ 360 155,647.11 1 9.090 1,273.44 100 8.590 1,273.44 MEMPHIS TN 38125 1 12/20/02 23 0435235817 05 01/20/03 0 2010021262730 O 12/20/32 0 8386694 286/286 F 199,200.00 ZZ 360 197,171.68 3 6.000 1,194.31 80 5.750 1,194.31 CHICAGO IL 60612 1 04/18/03 00 2143280 05 06/01/03 0 2143280 N 05/01/33 0 8431334 286/286 F 120,000.00 ZZ 180 115,777.69 1 6.500 1,045.33 88 6.250 1,045.33 EL CENTRO CA 92243 5 04/22/03 11 2187302 05 06/01/03 30 2187302 O 05/01/18 0 8433792 286/286 F 389,700.00 T 180 374,997.87 1 6.500 3,394.71 90 6.250 3,394.71 LAS VEGAS NV 89107 1 03/17/03 25 2159790 05 05/01/03 12 1 2159790 O 04/01/18 0 8434444 E22/U57 F 131,300.00 ZZ 360 130,260.68 1 6.125 797.79 96 5.875 797.79 MARIETTA GA 30008 5 07/01/03 01 0417302817 05 08/01/03 35 0417302817 O 07/01/33 0 8525458 R17/G01 F 308,000.00 ZZ 360 305,760.54 1 7.000 2,049.13 105 6.750 2,049.13 MANTECA CA 95336 1 06/24/03 23 0437373889 03 09/01/03 0 1000265229 O 08/01/33 0 8543436 286/286 F 151,200.00 ZZ 360 147,522.48 1 6.125 918.71 90 5.875 918.71 SAVANNAH GA 31410 1 05/23/03 14 2331124 05 07/01/03 25 2331124 N 06/01/33 0 8565634 286/286 F 136,800.00 ZZ 360 135,909.84 1 6.750 887.29 90 6.500 887.29 DES PLAINES IL 60016 5 07/01/03 11 2527645 01 09/01/03 25 2527645 O 08/01/33 0 8587561 964/G02 F 708,000.00 ZZ 360 695,834.32 1 6.375 4,417.00 81 6.125 4,417.00 WESTLAKE VILLAG CA 91361 1 03/19/03 23 0435607759 03 05/01/03 0 349582 O 04/01/33 0 1 8599011 E22/U57 F 84,550.00 ZZ 360 83,766.79 2 6.500 534.41 90 6.250 534.41 FORT WORTH TX 76133 1 04/02/03 01 0416568665 05 06/01/03 25 0416568665 N 05/01/33 0 8604048 964/G01 F 735,000.00 ZZ 360 729,421.67 1 5.625 4,231.08 70 5.375 4,231.08 PORTLAND OR 97213 2 07/24/03 00 0436456446 05 09/01/03 0 486872 O 08/01/33 0 8604074 964/G01 F 992,000.00 ZZ 360 984,294.06 1 5.500 5,632.47 57 5.250 5,632.47 SANTA CRUZ CA 95060 2 07/24/03 00 0436456479 05 09/01/03 0 471858 O 08/01/33 0 8614860 964/G01 F 456,000.00 ZZ 360 452,539.21 1 5.625 2,624.99 80 5.375 2,624.99 SAN MATEO CA 94404 1 07/18/03 00 0436459853 03 09/01/03 0 483460 O 08/01/33 0 8625293 286/286 F 100,800.00 ZZ 360 99,847.72 4 7.375 696.21 90 7.125 696.21 BARRE VT 05641 1 02/27/03 11 1947118 05 04/01/03 25 1947118 N 03/01/33 0 8627124 W02/U56 F 83,300.00 ZZ 360 82,985.47 1 9.800 718.74 70 9.300 718.74 1 PLEASANT LAKE IN 46779 5 08/18/03 00 0437435662 05 09/18/03 0 1002900908 O 08/18/33 0 8669826 286/286 F 132,000.00 ZZ 360 131,291.47 2 6.625 845.22 80 6.375 845.22 FREEHOLD NJ 07728 5 08/22/03 00 2643172 05 10/01/03 0 2643172 N 09/01/33 0 8670216 286/286 F 36,800.00 ZZ 360 36,592.72 1 6.375 229.59 80 6.125 229.59 REISTERSTOWN MD 21136 1 08/18/03 00 2642871 01 10/01/03 0 2642871 N 09/01/33 0 8671148 286/286 F 157,500.00 ZZ 360 156,674.80 4 6.750 1,021.55 90 6.500 1,021.55 ST ALBANS VT 05478 1 08/25/03 12 2695828 05 10/01/03 25 2695828 N 09/01/33 0 8673478 U05/G02 F 120,000.00 ZZ 360 118,909.66 1 6.500 758.48 80 6.250 758.48 MIAMI LAKES FL 33014 5 08/25/03 00 0436609564 01 10/01/03 0 3400393 O 09/01/33 0 8675832 286/286 F 120,000.00 ZZ 360 118,930.02 1 7.000 798.37 78 6.750 798.37 HIALEAH FL 33015 5 09/03/03 00 2701359 01 10/01/03 0 2701359 N 09/01/33 0 1 8678353 Y57/Y57 F 350,766.18 ZZ 356 346,736.90 1 6.525 2,233.14 87 6.275 2,233.14 CINCINNATI OH 45248 1 02/19/03 23 0720229629 05 04/01/03 0 0720229629 O 11/01/32 0 8705532 E22/U57 F 97,500.00 ZZ 360 97,160.07 1 7.875 706.94 100 7.625 706.94 HOUSTON TX 77022 1 09/26/03 01 0418384947 05 11/01/03 35 0418384947 O 10/01/33 0 8718252 E82/G02 F 218,200.00 ZZ 180 214,371.10 2 5.875 1,826.59 40 5.625 1,826.59 BAYSIDE NY 11364 2 09/29/03 00 0400890109 07 11/01/03 0 0400890109 O 10/01/18 0 8718634 E22/U57 F 123,500.00 ZZ 360 122,510.61 4 7.250 842.49 95 7.000 842.49 LAKELAND FL 33815 1 07/25/03 01 0417584331 05 09/01/03 30 0417584331 N 08/01/33 0 8720150 G33/G01 F 79,787.00 ZZ 360 79,522.47 1 8.125 592.42 100 7.875 592.42 KANSAS CITY KS 66111 1 09/19/03 23 0436646855 05 11/01/03 0 388950 N 10/01/33 0 8739464 M21/U56 F 222,000.00 ZZ 360 221,222.09 1 1 7.850 1,605.81 93 7.350 1,605.81 AURORA IL 60506 5 09/18/03 23 0436765689 05 11/01/03 0 0001079261 O 10/01/33 0 8743646 X78/U57 F 89,600.00 ZZ 360 89,331.67 1 8.625 696.90 80 8.125 696.90 MONROE GA 30656 1 10/03/03 00 0437369853 05 11/01/03 0 990654 N 10/01/33 0 8744740 E22/U57 F 135,000.00 ZZ 360 134,616.14 1 8.250 1,014.21 100 8.000 1,014.21 BATON ROUGE LA 70815 1 10/08/03 01 0418601951 05 12/01/03 35 0418601951 N 11/01/33 0 8750230 Q82/U56 F 104,500.00 ZZ 360 103,779.81 1 7.590 737.13 95 7.090 737.13 DALLAS GA 30157 1 08/29/03 23 0436732283 05 10/03/03 0 2330030823590 O 09/03/33 0 8758378 286/286 F 58,500.00 ZZ 360 58,285.59 1 7.625 414.06 90 7.375 414.06 DETROIT MI 48205 1 09/15/03 11 2719607 05 11/01/03 25 2719607 N 10/01/33 0 8758436 286/286 F 62,800.00 ZZ 360 62,498.89 3 6.250 386.68 80 6.000 386.68 SPRINGFIELD VT 05156 1 09/29/03 00 2662409 05 11/01/03 0 1 2662409 N 10/01/33 0 8759650 286/286 F 99,000.00 ZZ 360 98,299.64 1 6.000 593.56 90 5.750 593.56 NEWNAN GA 30263 1 07/24/03 11 2630525 05 09/01/03 25 2630525 N 08/01/33 0 8759736 286/286 F 175,500.00 ZZ 360 174,214.21 1 6.375 1,094.89 90 6.125 1,094.89 TUSCON AZ 85718 1 07/31/03 19 2697579 03 09/01/03 25 2697579 N 08/01/33 0 8770900 E22/U57 F 87,000.00 ZZ 360 86,705.11 1 6.875 571.53 87 6.625 571.53 JEFFERSON GA 30549 2 10/15/03 01 0418627717 05 12/01/03 25 0418627717 N 11/01/33 0 8773162 U05/G01 F 190,000.00 ZZ 360 189,303.61 1 7.625 1,344.81 103 7.375 1,344.81 PUYALLUP WA 98373 1 09/16/03 23 0437334097 05 11/01/03 0 3421976 O 10/01/33 0 8776266 T24/U57 F 132,000.00 ZZ 360 131,225.29 1 8.000 968.57 77 7.500 968.57 BATH PA 18014 5 06/20/03 00 0436756704 05 08/01/03 0 0002434840 O 07/01/33 0 1 8784895 P57/G02 F 74,000.00 ZZ 360 73,563.43 1 8.250 555.94 83 8.000 555.94 DETROIT MI 48228 5 05/22/03 23 0436090419 05 07/01/03 0 2101457 O 06/01/33 0 8791849 U05/U57 F 75,000.00 TX 360 74,314.46 1 6.000 449.66 54 5.750 449.66 HOUSTON TX 77069 5 05/30/03 00 0437482466 03 07/01/03 0 3349920 O 06/01/33 0 8798536 N67/U56 F 200,000.00 ZZ 360 200,000.00 1 8.500 1,416.67 39 8.250 1,416.67 WESTPORT CT 06880 5 10/10/03 00 0436831838 05 12/01/03 0 3274011956 O 11/01/33 0 8807936 R17/G01 F 381,000.00 ZZ 360 376,503.93 1 7.125 2,566.87 102 6.875 2,566.87 DUBLIN CA 94568 1 01/03/03 23 0437220932 01 03/01/03 0 1000206812 O 02/01/33 0 8812624 W02/U56 F 81,000.00 ZZ 360 80,507.33 1 6.790 527.52 90 6.290 527.52 WEST PALM BEACH FL 33415 5 07/31/03 23 0437434947 09 09/01/03 0 1002774099 O 08/01/33 0 8814622 E22/U57 F 83,700.00 ZZ 360 83,510.22 1 8.875 665.95 90 8.625 665.95 1 FLORISSANT MO 63031 5 10/24/03 23 0418624623 05 12/01/03 0 0418624623 O 11/01/33 0 8839540 N67/U56 F 40,000.00 ZZ 360 39,764.73 1 7.625 283.12 46 7.375 283.12 SPRING HILL FL 34608 5 06/24/03 00 0436938872 05 08/01/03 0 3255004233 O 07/01/33 0 8840052 N67/U56 F 113,000.00 ZZ 360 112,695.23 1 8.125 839.02 95 7.875 839.02 LAS VEGAS NV 89130 1 10/06/03 10 0436941272 01 12/01/03 35 1360002382 O 11/01/33 0 8841934 N67/U56 F 261,250.00 ZZ 360 261,250.00 1 7.750 1,687.24 95 7.500 1,687.24 FAIRFIELD CT 06825 1 10/21/03 01 0436948780 05 12/01/03 35 3274013149 O 11/01/33 0 8841996 N67/U56 F 372,400.00 ZZ 360 371,137.77 2 6.875 2,446.40 95 6.625 2,446.40 OZONE PARK NY 11417 1 10/31/03 01 0436948954 05 12/01/03 35 3274013192 O 11/01/33 0 8845114 E22/U57 F 63,555.00 ZZ 360 63,334.26 1 6.750 412.22 95 6.500 412.22 JACKSON MI 49203 1 11/06/03 01 0418880423 05 12/01/03 30 0418880423 O 11/01/33 0 1 8846586 Q82/U56 F 181,260.00 ZZ 360 180,523.06 1 7.790 1,303.59 95 7.290 1,303.59 GRAND RAPIDS MI 49509 1 09/02/03 23 0436941173 05 10/03/03 0 2080030840470 O 09/03/33 0 8855932 E22/U57 F 127,800.00 ZZ 360 127,357.53 1 7.500 893.60 90 7.250 893.60 ROCK HILL SC 29730 1 10/20/03 10 0418678033 05 12/01/03 30 0418678033 N 11/01/33 0 8869010 K60/G01 F 151,500.00 ZZ 360 151,109.57 1 8.250 1,138.17 100 8.000 1,138.17 POMPANO BEACH FL 33064 1 11/06/03 23 0437030109 05 12/01/03 0 85613 N 11/01/33 0 8869026 685/G01 F 169,000.00 ZZ 360 168,480.87 1 7.375 1,167.24 107 7.125 1,167.24 TAMPA FL 33624 2 10/24/03 23 0437282072 05 12/01/03 0 137182 O 11/01/33 0 8872218 G75/G02 F 194,500.00 ZZ 360 193,522.12 1 6.000 1,166.13 58 5.750 1,166.13 CROFTON MD 21114 5 09/23/03 00 0437007537 05 11/01/03 0 5267112 O 10/01/33 0 8888876 U51/U57 F 116,000.00 ZZ 360 115,680.90 1 1 8.750 912.57 100 8.250 912.57 KALKASKA MI 49646 5 10/23/03 23 0437039860 05 12/01/03 0 60000284 O 11/01/33 0 8901288 E22/G02 F 508,000.00 T 360 506,208.81 1 6.000 3,045.72 80 5.750 3,045.72 CLIFTON PARK NY 12065 1 11/24/03 00 0418987087 05 01/01/04 0 0418987087 O 12/01/33 0 8903519 B44/G01 F 73,900.00 ZZ 360 73,843.77 1 7.375 510.41 105 7.125 510.41 CALDWELL ID 83607 1 01/06/04 23 0437268865 05 03/01/04 0 4031965 O 02/01/34 0 8910478 K52/U56 F 287,500.00 ZZ 180 281,914.34 1 7.700 2,697.95 89 7.200 2,697.95 MONTGOMERY AL 36117 5 10/31/03 23 0437118383 05 12/10/03 0 405545 O 11/10/18 0 8916332 601/U57 F 176,800.00 ZZ 360 175,496.84 1 6.500 1,117.50 80 6.250 1,117.50 BLAINE WA 98230 1 06/09/03 00 0437379308 03 08/01/03 0 SEBENIK O 07/01/33 0 8919282 E22/U57 F 280,000.00 ZZ 360 279,217.84 2 6.375 1,746.84 72 6.125 1,746.84 WOODHAVEN NY 11421 5 11/26/03 00 0418947404 05 01/01/04 0 1 0418947404 O 12/01/33 0 8919510 E22/U57 F 365,750.00 ZZ 360 365,054.11 2 6.250 2,251.99 95 6.000 2,251.99 LYNDHURST NJ 07071 1 12/02/03 01 0419193271 05 02/01/04 30 0419193271 O 01/01/34 0 8926582 W53/U57 F 55,800.00 ZZ 360 55,500.47 1 6.625 357.30 90 6.375 357.30 WINDER GA 30680 1 08/11/03 14 0437524416 05 10/01/03 25 1313000518 N 09/01/33 0 8930078 U45/G01 F 81,000.00 ZZ 360 80,812.54 1 8.375 615.66 100 8.125 615.66 SPRINGFIELD MO 65802 1 11/28/03 23 0437502750 05 01/01/04 0 21200296 N 12/01/33 0 8930242 U45/G01 F 112,000.00 ZZ 360 111,789.70 1 8.375 851.28 100 8.125 851.28 SPRINGFIELD MO 65807 1 11/28/03 23 0437502651 05 01/01/04 0 21200304 N 12/01/33 0 8930332 U45/G01 F 112,000.00 ZZ 360 111,789.69 1 8.375 851.28 100 8.125 851.28 SPRINGFIELD MO 65802 1 11/28/03 23 0437502602 05 01/01/04 0 21200297 N 12/01/33 0 1 8930474 N67/U56 F 294,500.00 ZZ 360 293,753.48 1 6.875 1,934.66 95 6.625 1,934.66 UNIONDALE NY 11553 1 11/10/03 10 0437183924 05 01/01/04 35 3275003730 O 12/01/33 0 8933922 N67/U56 F 365,750.00 ZZ 360 364,989.91 2 7.875 2,651.94 95 6.717 2,651.94 NORTH BERGEN NJ 07047 1 11/21/03 27 0437190069 05 01/01/04 30 3261005875 O 12/01/33 0 8934362 N67/U56 F 157,700.00 ZZ 180 157,282.47 1 7.375 1,089.19 95 7.125 1,089.19 COUNTRY CLUB HI IL 60478 1 11/04/03 10 0437185515 05 01/01/04 35 3265004750 O 12/01/18 0 8934430 N67/U56 F 99,000.00 ZZ 360 98,789.02 1 7.750 709.25 50 7.500 709.25 DURHAM CT 06422 5 11/18/03 00 0437144512 05 01/01/04 0 3274011719 O 12/01/33 0 8943212 147/G01 F 262,650.00 ZZ 360 261,990.13 1 8.375 1,996.33 103 8.125 1,996.33 AUSTIN TX 78739 1 10/08/03 23 0437236854 05 12/01/03 0 10589036 O 11/01/33 0 8953758 N67/U56 F 48,000.00 ZZ 360 47,841.22 1 7.000 319.35 80 6.750 319.35 1 BRIDGEPORT CT 06606 1 10/31/03 00 0437145113 01 12/01/03 0 1785004696 O 11/01/33 0 8954172 N67/U56 F 147,150.00 ZZ 360 146,820.35 1 7.500 1,028.89 95 7.250 1,028.89 NASHVILLE TN 37217 1 11/25/03 01 0437145865 05 01/01/04 35 3254009754 O 12/01/33 0 8954638 N67/U56 F 50,000.00 ZZ 180 49,529.09 1 7.125 452.92 34 6.875 452.92 SHELTON CT 06484 1 11/26/03 00 0437186752 05 01/01/04 0 3274014653 O 12/01/18 0 8955284 N74/U57 F 55,250.00 ZZ 360 55,109.96 1 6.875 362.95 85 6.625 362.95 FORT SMITH AR 72901 5 12/01/03 01 0437372329 05 01/01/04 12 0033843010 N 12/01/33 0 8961062 E22/U57 F 69,000.00 ZZ 360 68,899.80 1 7.625 488.38 100 7.375 488.38 GRAND RAPIDS MI 49506 1 12/11/03 10 0418982500 05 02/01/04 35 0418982500 N 01/01/34 0 8961814 286/286 F 68,000.00 ZZ 180 67,077.29 1 6.250 583.05 68 6.000 583.05 NEPTUNE NJ 07753 5 10/10/03 00 2787826 05 12/01/03 0 2787826 N 11/01/18 0 1 8961822 286/286 F 136,000.00 ZZ 180 133,952.00 4 5.000 1,075.48 67 4.750 1,075.48 SAVANNAH GA 31405 2 10/16/03 00 2840183 05 12/01/03 0 2840183 N 11/01/18 0 8961828 286/286 F 32,125.00 ZZ 180 31,553.57 1 6.125 273.27 90 5.875 273.27 LEBANON PA 17046 1 09/10/03 11 2709345 05 11/01/03 12 2709345 N 10/01/18 0 8961840 286/286 F 95,300.00 ZZ 180 93,964.57 1 5.875 797.78 90 5.625 797.78 SANFORD FL 32771 1 10/22/03 01 2852531 05 12/01/03 12 2852531 N 11/01/18 0 8961846 286/286 F 72,500.00 ZZ 132 70,255.90 1 5.375 728.72 83 5.125 728.72 SEYMOUR IN 47274 5 10/22/03 11 2579957 05 12/01/03 12 2579957 N 11/01/14 0 8961850 286/286 F 23,850.00 ZZ 360 23,774.89 1 7.250 162.70 90 7.000 162.70 CHESTNUT RIDGE PA 15422 1 10/10/03 12 2695830 05 12/01/03 25 2695830 N 11/01/33 0 8961854 286/286 F 26,550.00 ZZ 180 26,182.04 1 1 6.000 224.05 89 5.750 224.05 FORT WORTH TX 76133 1 10/10/03 14 2812999 05 12/01/03 12 2812999 N 11/01/18 0 8961858 286/286 F 75,000.00 ZZ 360 74,745.78 1 6.875 492.70 75 6.625 492.70 PEORIA IL 61614 1 10/09/03 00 2811414 05 12/01/03 0 2811414 N 11/01/33 0 8961862 286/286 F 119,250.00 ZZ 180 116,955.40 1 6.250 1,022.48 90 6.000 1,022.48 RANDALLSTOWN MD 21133 1 09/30/03 11 2830320 05 11/01/03 25 2830320 N 10/01/18 0 8961866 286/286 F 96,390.00 ZZ 360 96,055.22 1 6.750 625.18 90 6.500 625.18 ST PAUL MN 55106 1 10/15/03 12 2841224 05 12/01/03 25 2841224 N 11/01/33 0 8961884 286/286 F 78,660.00 ZZ 360 78,156.57 1 7.250 536.60 90 7.000 536.60 GARFIELD HEIGHT OH 44125 1 10/10/03 01 2773191 05 12/01/03 25 2773191 N 11/01/33 0 8961892 286/286 F 148,750.00 ZZ 360 148,117.91 1 6.875 977.19 85 6.625 977.19 CHICAGO IL 60647 1 09/30/03 11 2816708 05 11/01/03 12 1 2816708 N 10/01/33 0 8961906 286/286 F 303,000.00 ZZ 360 301,476.64 1 6.000 1,816.64 74 5.750 1,816.64 NORTHVILLE MI 48167 2 09/26/03 00 2623572 05 11/01/03 0 2623572 N 10/01/33 0 8961912 286/286 F 106,400.00 ZZ 360 105,936.77 1 6.750 690.11 80 6.500 690.11 ENNIS TX 75119 1 09/22/03 00 2825102 05 11/01/03 0 2825102 N 10/01/33 0 8961930 286/286 F 38,400.00 ZZ 360 38,272.98 1 7.000 255.48 80 6.750 255.48 BUTLER PA 16001 1 10/23/03 00 1771192 05 12/01/03 0 1771192 N 11/01/33 0 8961940 286/286 F 195,500.00 ZZ 360 194,787.27 2 6.500 1,235.70 85 6.250 1,235.70 COLORADO SPRING CO 80909 2 10/20/03 12 2782342 05 12/01/03 12 2782342 N 11/01/33 0 8961946 286/286 F 238,500.00 ZZ 360 237,748.97 2 7.250 1,627.00 90 7.000 1,627.00 ANSONIA CT 06401 1 10/23/03 04 2859493 05 12/01/03 25 2859493 N 11/01/33 0 1 8961958 286/286 F 51,100.00 ZZ 360 50,782.33 1 6.125 310.49 80 5.875 310.49 BRANSON WEST MO 65737 1 08/08/03 00 2660518 01 10/01/03 0 2660518 N 09/01/33 0 8961964 286/286 F 245,000.00 ZZ 360 244,098.51 2 6.750 1,589.07 72 6.500 1,589.07 ANTIOCH IL 60002 2 10/14/03 00 2807331 05 12/01/03 0 2807331 N 11/01/33 0 8961970 286/286 F 47,200.00 ZZ 360 47,043.85 1 7.000 314.03 75 6.750 314.03 GASTONIA NC 28052 5 10/16/03 00 2840339 05 12/01/03 0 2840339 N 11/01/33 0 8961982 286/286 F 173,000.00 ZZ 360 171,907.45 1 6.375 1,079.30 78 6.125 1,079.30 MARSHFIELD MA 02050 1 09/05/03 00 2692790 05 10/01/03 0 2692790 N 09/01/33 0 8961988 286/286 F 87,150.00 ZZ 360 86,751.78 1 6.500 550.85 70 6.250 550.85 EL CENTRO CA 92243 5 09/25/03 00 2782330 05 11/01/03 0 2782330 N 10/01/33 0 8961994 286/286 F 120,000.00 ZZ 360 119,520.29 2 6.500 758.49 72 6.250 758.49 1 KITTERY ME 03904 2 11/05/03 00 2837400 05 12/01/03 0 2837400 N 11/01/33 0 8962000 286/286 F 116,800.00 ZZ 360 116,413.64 1 7.000 777.08 79 6.750 777.08 STOCKTON CA 95207 2 10/24/03 00 2839518 05 12/01/03 0 2839518 N 11/01/33 0 8962008 286/286 F 88,400.00 ZZ 360 88,100.34 1 6.875 580.73 80 6.625 580.73 INDIANAPOLIS IN 46219 2 10/14/03 00 2845010 05 12/01/03 0 2845010 N 11/01/33 0 8962062 286/286 F 58,500.00 ZZ 360 58,301.69 2 6.875 384.31 90 6.625 384.31 MANOR PA 15665 1 10/24/03 11 2834700 05 12/01/03 25 2834700 N 11/01/33 0 8962070 286/286 F 83,300.00 ZZ 360 83,024.47 1 7.000 554.20 80 6.750 554.20 VIRGINIA BEACH VA 23455 2 10/14/03 00 2814744 01 12/01/03 0 2814744 N 11/01/33 0 8962080 286/286 F 72,250.00 ZZ 360 72,003.41 1 6.875 474.64 85 6.625 474.64 INDIANAPOLIS IN 46205 1 10/15/03 14 2828156 05 12/01/03 12 2828156 N 11/01/33 0 1 8964630 E22/U57 F 218,500.00 ZZ 360 218,205.80 1 8.000 1,603.28 100 7.750 1,603.28 CLAYTON NJ 08312 1 12/12/03 01 0418958476 05 02/01/04 35 0418958476 N 01/01/34 0 8965774 Q14/G01 F 164,379.00 ZZ 360 164,173.95 1 8.375 1,249.40 100 8.125 1,249.40 LIBERTY MO 64068 1 12/03/03 23 0437372212 05 02/01/04 0 00003-17222 N 01/01/34 0 8966850 Q82/U56 F 50,000.00 ZZ 360 49,797.95 1 6.990 332.32 100 6.490 332.32 HINESVILLE GA 31313 1 12/01/03 23 0437174063 05 01/01/04 0 2010031027930 O 12/01/33 0 8970992 F64/G01 F 183,750.00 ZZ 360 183,317.37 1 7.250 1,253.50 107 7.000 1,253.50 WILLIAMSBURG VA 23188 1 12/05/03 23 0437221054 03 01/01/04 0 5700000069 O 12/01/33 0 8971366 624/G01 F 80,505.00 ZZ 360 79,119.04 1 7.625 569.81 106 7.375 569.81 HANFORD CA 93230 1 11/20/03 23 0437262298 05 01/01/04 0 1000045244 O 12/01/33 0 8972366 E22/U57 F 79,800.00 ZZ 360 79,693.98 1 1 8.375 606.54 95 8.125 606.54 SAN ANTONIO TX 78201 1 12/15/03 23 0419188982 05 02/01/04 0 0419188982 O 01/01/34 0 8972388 E22/U57 F 104,800.00 ZZ 360 104,585.27 1 8.375 796.56 78 8.125 796.56 NORFOLK VA 23503 2 12/16/03 00 0419201959 05 02/01/04 0 0419201959 N 01/01/34 0 8972972 962/G01 F 74,100.00 ZZ 180 74,007.57 2 8.375 563.21 95 8.125 563.21 BISMARCK ND 58501 1 12/15/03 23 0437328404 05 02/01/04 0 100103301000036 N 01/01/19 0 8973294 W53/U57 F 127,350.00 ZZ 180 126,742.50 1 8.700 997.32 90 8.200 997.32 WATERFORD NJ 08004 5 06/17/03 23 0437441140 05 08/01/03 0 5201536500 O 07/01/18 0 8977648 R17/G01 F 157,514.00 ZZ 360 156,940.05 1 7.375 1,087.92 102 7.125 1,087.92 KERNERSVILLE NC 27284 1 10/06/03 23 0437211188 03 12/01/03 0 1000395174 O 11/01/33 0 8978406 K15/G01 F 209,900.00 ZZ 360 209,347.44 1 9.250 1,726.80 103 9.000 1,726.80 OWINGS MILLS MD 21117 1 09/30/03 23 0437234826 05 11/01/03 0 1 052100127504 O 10/01/33 0 8978744 K52/G01 F 159,000.00 ZZ 360 157,693.38 1 7.450 1,106.31 100 7.075 1,106.31 RALEIGH NC 27603 1 03/24/03 23 0437202732 05 05/01/03 0 300178 O 04/01/33 0 8981220 U45/U57 F 88,000.00 ZZ 360 87,851.71 1 6.875 578.10 80 6.625 578.10 PINELLAS PARK FL 33782 1 12/04/03 00 0437367659 05 02/01/04 0 30100847 N 01/01/34 0 8981326 M50/G01 F 102,485.00 ZZ 360 102,381.08 1 9.375 852.42 103 9.125 852.42 RAEFORD NC 28376 1 12/12/03 23 0437481419 05 02/01/04 0 1714456 O 01/01/34 0 8981378 B60/U57 F 152,000.00 T 360 151,742.47 1 8.875 1,209.38 95 8.375 1,209.38 HOLLYWOOD FL 33023 1 11/28/03 23 0437215999 09 01/01/04 0 539285 O 12/01/33 0 8982066 E22/U57 F 140,000.00 ZZ 360 139,811.50 1 8.000 1,027.27 100 7.750 1,027.27 BROOKLYN MD 21225 1 12/19/03 01 0419292784 05 02/01/04 35 0419292784 N 01/01/34 0 1 8984730 E86/G01 F 256,000.00 ZZ 360 254,017.07 1 6.250 1,576.24 107 6.000 1,576.24 SAN MARCOS CA 92069 1 06/30/03 23 0437255052 01 08/01/03 0 0000364494 O 07/01/33 0 8985088 M45/G01 F 190,550.00 ZZ 360 190,210.07 1 8.625 1,482.08 103 8.375 1,482.08 PLACERVILLE CA 95667 1 11/12/03 23 0437364847 05 01/01/04 0 A0566108 O 12/01/33 0 8985390 M45/G01 F 77,000.00 ZZ 360 76,879.28 1 9.250 633.47 100 9.000 633.47 APOPKA FL 32703 1 11/25/03 23 0437214893 07 01/01/04 0 A0517708 O 12/01/33 0 8985586 E86/G01 F 129,780.00 ZZ 360 128,992.42 1 7.500 907.44 103 7.250 907.44 GLENN BURNIE MD 21061 1 06/30/03 23 0437267842 09 08/01/03 0 356223 O 07/01/33 0 8986886 Y64/G01 F 236,380.00 ZZ 360 236,045.24 1 7.750 1,693.46 106 7.500 1,693.46 ODENTON MD 21113 5 12/05/03 23 0437226467 09 02/01/04 0 0001245446 O 01/01/34 0 8988374 E22/U57 F 70,700.00 ZZ 180 70,212.56 1 6.000 596.61 77 5.750 596.61 1 SAN ANTONIO TX 78250 2 12/22/03 00 0419371398 05 02/01/04 0 0419371398 N 01/01/19 0 8990866 G33/G01 F 62,000.00 ZZ 360 61,922.67 2 8.375 471.24 100 8.125 471.24 SPRINGFIELD MO 65804 1 12/23/03 23 0437232093 05 02/01/04 0 8644328 N 01/01/34 0 8991408 W05/G01 F 135,000.00 ZZ 360 134,759.15 1 8.625 1,050.02 100 8.375 1,050.02 SALT LAKE CITY UT 84106 1 11/26/03 23 0437376809 05 01/01/04 0 0000107663 O 12/01/33 0 8992002 E22/U57 F 89,250.00 ZZ 360 89,113.76 1 7.375 616.43 85 7.125 616.43 DETROIT MI 48228 1 12/26/03 01 0419114350 05 02/01/04 12 0419114350 N 01/01/34 0 8992496 E22/U57 F 60,300.00 ZZ 240 60,127.19 1 9.375 557.16 90 8.875 557.16 TUNICA MS 38676 5 12/18/03 23 0419357397 05 02/01/04 0 0419357397 O 01/01/24 0 8992704 T38/U56 F 308,000.00 ZZ 360 306,777.50 1 6.990 2,047.07 87 6.490 2,047.07 CORONA CA 92881 1 10/30/03 23 0437246226 05 12/01/03 0 1000136071 O 11/01/33 0 1 8992730 T38/U56 F 143,000.00 ZZ 360 142,738.26 1 8.500 1,099.55 100 8.000 1,099.55 TAMPA FL 33624 5 11/19/03 23 0437250731 05 01/01/04 0 6000075358 O 12/01/33 0 8992764 T38/U56 F 378,300.00 ZZ 360 374,253.50 1 6.990 2,514.30 75 6.490 2,514.30 VENICE CA 90291 2 10/27/03 00 0437244833 05 12/01/03 0 1000136257 O 11/01/33 0 8992788 T38/U56 F 182,000.00 ZZ 360 181,470.68 1 7.650 1,291.32 100 7.150 1,291.32 SAN JACINTO CA 92583 5 10/23/03 23 0437242985 05 12/01/03 0 1000136585 O 11/01/33 0 8992888 E22/U57 F 88,800.00 ZZ 360 88,721.11 1 10.000 779.28 95 9.500 779.28 REPUBLIC MO 65738 5 12/19/03 23 0419403563 05 02/01/04 0 0419403563 O 01/01/34 0 8993114 T38/U56 F 355,500.00 ZZ 360 351,737.75 4 8.150 2,645.81 87 7.650 2,645.81 BRONX NY 10460 5 11/20/03 23 0437244999 05 01/01/04 0 5000077948 O 12/01/33 0 8993236 T38/U56 F 360,000.00 ZZ 360 359,075.07 2 1 7.450 2,504.86 90 6.950 2,504.86 MT. VERNON NY 10550 1 11/13/03 23 0437250608 05 01/01/04 0 6000077219 O 12/01/33 0 8993306 T38/U56 F 87,750.00 ZZ 360 87,589.37 1 8.500 674.73 90 8.000 674.73 OLEAN NY 14760 5 11/10/03 23 0437250772 05 01/01/04 0 6000078446 O 12/01/33 0 8993328 T38/U56 F 281,960.00 ZZ 360 281,493.50 2 8.990 2,266.69 95 8.490 2,266.69 BROOKLYN NY 11236 1 11/20/03 23 0437242159 05 01/01/04 0 1000132635 O 12/01/33 0 8993438 T38/U56 F 154,000.00 ZZ 360 152,040.66 1 8.850 1,222.54 100 8.350 1,222.54 FAIRFIELD OH 45014 5 11/19/03 23 0437239262 05 01/01/04 0 1000140353 O 12/01/33 0 8993474 T38/U56 F 190,000.00 ZZ 360 189,695.92 1 9.150 1,549.34 100 8.650 1,549.34 OCOEE FL 34761 5 11/10/03 23 0437251218 05 01/01/04 0 6000078011 O 12/01/33 0 8993546 T38/U56 F 161,000.00 ZZ 360 160,646.40 1 7.600 1,136.79 100 7.100 1,136.79 CAPITOL HEIGHTS MD 20743 5 11/10/03 23 0437241805 09 01/01/04 0 1 1000137667 O 12/01/33 0 8993554 T38/U56 F 260,000.00 ZZ 360 259,522.46 1 8.500 1,999.18 100 8.000 1,999.18 PALMDALE CA 93550 5 11/06/03 23 0437242316 05 01/01/04 0 1000139230 O 12/01/33 0 8993574 T38/U56 F 161,025.00 ZZ 360 160,705.23 1 8.100 1,192.79 95 7.600 1,192.79 MIAMI FL 33135 1 11/14/03 23 0437251044 05 01/01/04 0 6000077394 O 12/01/33 0 8993660 T38/U56 F 161,000.00 ZZ 360 160,673.09 1 7.990 1,180.24 100 7.490 1,180.24 SANTA ANA CA 92707 1 11/20/03 23 0437242720 01 01/01/04 0 1000133770 O 12/01/33 0 8993770 T38/U56 F 243,000.00 ZZ 360 242,536.67 1 8.300 1,834.13 90 7.800 1,834.13 ORLANDO FL 32835 1 11/21/03 23 0437245053 05 01/01/04 0 6000079183 O 12/01/33 0 8993832 T38/U56 F 305,100.00 ZZ 360 304,449.80 1 7.750 2,185.78 90 7.250 2,185.78 CARMEL NY 10512 1 11/26/03 23 0437253180 05 01/01/04 0 8000002807 O 12/01/33 0 1 8993998 T38/U56 F 190,000.00 ZZ 360 189,507.03 1 7.990 1,392.83 98 7.490 1,392.83 APPLE VALLEY MN 55124 5 11/21/03 23 0437246614 09 01/01/04 0 5000079250 O 12/01/33 0 8994034 T38/U56 F 307,000.00 ZZ 360 306,426.45 1 8.400 2,338.85 100 7.900 2,338.85 FARMINGTON MN 55024 5 11/21/03 23 0437263569 05 01/01/04 0 5000079579 O 12/01/33 0 8994064 T38/U56 F 259,200.00 ZZ 180 256,877.65 1 7.700 2,432.37 90 7.200 2,432.37 SOUTH OZONE PAR NY 11436 5 11/07/03 23 0437256050 05 01/01/04 0 7000086755 O 12/01/18 0 8994100 T38/U56 F 204,000.00 ZZ 360 203,432.87 1 6.400 1,276.04 85 5.900 1,276.04 ONTARIO CA 91761 5 11/04/03 23 0437243199 05 01/01/04 0 1000138509 O 12/01/33 0 8994112 T38/U56 F 313,000.00 ZZ 360 312,263.03 1 7.250 2,135.22 98 6.750 2,135.22 MONTGOMERY VILL MD 20886 5 11/12/03 23 0437243082 05 01/01/04 0 1000138533 O 12/01/33 0 8994150 T38/U56 F 255,000.00 ZZ 360 254,482.20 1 7.990 1,869.33 100 7.490 1,869.33 1 MONTCLAIR CA 91763 1 11/24/03 23 0437240377 05 01/01/04 0 1000142260 O 12/01/33 0 8994190 T38/U56 F 169,500.00 ZZ 360 169,037.81 1 6.500 1,071.36 100 6.000 1,071.36 GLEN BURNIE MD 21061 1 11/21/03 23 0437241482 05 01/01/04 0 5000079865 O 12/01/33 0 8994202 T38/U56 F 231,500.00 ZZ 360 230,903.38 1 8.250 1,739.19 90 7.750 1,739.19 HOLBROOK NY 11741 1 11/07/03 23 0437238678 01 12/01/03 0 5000076678 O 11/01/33 0 8994262 T38/U56 F 185,000.00 ZZ 360 184,624.34 1 7.990 1,356.18 100 7.490 1,356.18 PORTLAND OR 97233 5 11/17/03 23 0437250798 05 01/01/04 0 5000079040 O 12/01/33 0 8994290 T38/U56 F 100,000.00 ZZ 360 99,618.20 1 8.600 776.02 100 8.100 776.02 XENIA OH 45385 5 11/14/03 23 0437241201 05 01/01/04 0 5000078499 O 12/01/33 0 8994348 T38/U56 F 145,000.00 ZZ 360 144,734.58 1 8.500 1,114.93 100 8.000 1,114.93 LAND O LAKES FL 34639 5 11/14/03 23 0437244940 05 01/01/04 0 6000079984 O 12/01/33 0 1 8994492 T38/U56 F 192,000.00 ZZ 360 191,450.61 1 6.250 1,182.18 64 5.750 1,182.18 WALNUT CA 91789 5 11/04/03 00 0437244502 05 01/01/04 0 1000138800 O 12/01/33 0 8994532 T38/U56 F 169,000.00 ZZ 360 168,696.96 1 8.600 1,311.46 100 8.100 1,311.46 CRYSTAL MN 55428 1 11/21/03 23 0437246689 05 01/01/04 0 5000079169 O 12/01/33 0 8994542 T38/U56 F 185,000.00 ZZ 360 184,654.39 1 8.400 1,409.40 100 7.900 1,409.40 EDGEWATER MD 21037 5 11/20/03 23 0437250418 05 01/01/04 0 6000079017 O 12/01/33 0 8994556 T38/U56 F 332,500.00 ZZ 360 331,891.41 1 8.500 2,556.64 95 8.000 2,556.64 RONKONKOMA NY 11779 1 11/14/03 23 0437259302 05 01/01/04 0 5000073781 O 12/01/33 0 8994570 T38/U56 F 111,000.00 ZZ 360 110,781.79 1 8.150 826.12 100 7.650 826.12 KATY TX 77449 1 11/26/03 23 0437258098 05 01/01/04 0 5000080172 O 12/01/33 0 8994628 T38/U56 F 216,000.00 ZZ 360 215,583.93 1 1 8.250 1,622.74 90 7.750 1,622.74 UNIONDALE NY 11553 5 11/06/03 23 0437254063 05 01/01/04 0 6000074959 O 12/01/33 0 8994672 T38/U56 F 181,000.00 ZZ 360 180,640.56 1 8.100 1,340.76 100 7.600 1,340.76 SARASOTA FL 34233 5 11/07/03 23 0437263122 05 01/01/04 0 6000075207 O 12/01/33 0 8994712 T38/U56 F 350,000.00 ZZ 360 349,045.63 1 6.500 2,212.24 64 6.000 2,212.24 TUCKAHOE NY 10707 5 11/07/03 00 0437250681 05 01/01/04 0 6000075439 O 12/01/33 0 8994742 T38/U56 F 224,451.00 ZZ 360 224,018.66 1 8.250 1,686.23 100 7.750 1,686.23 PEARLAND TX 77584 1 11/25/03 23 0437258155 05 01/01/04 0 5000080207 O 12/01/33 0 8994772 T38/U56 F 190,000.00 ZZ 360 189,525.05 1 8.400 1,447.50 100 7.900 1,447.50 PORTERVILLE CA 93257 5 10/28/03 23 0437244817 05 12/01/03 0 1000136308 O 11/01/33 0 8994820 T38/U56 F 220,327.00 ZZ 360 219,857.47 1 7.750 1,578.45 100 7.250 1,578.45 MORENO VALLEY CA 92553 1 11/17/03 23 0437243876 05 01/01/04 0 1 1000139316 O 12/01/33 0 8994836 T38/U56 F 130,190.00 ZZ 360 129,923.49 1 7.950 950.76 90 7.450 950.76 LEHIGH ACRES FL 33936 1 11/24/03 23 0437253362 05 01/01/04 0 6000080696 O 12/01/33 0 8995002 T38/U56 F 168,000.00 ZZ 360 167,145.10 1 8.050 1,238.59 100 7.550 1,238.59 HALETHORPE MD 21227 5 11/03/03 23 0437258494 05 12/01/03 0 6000076394 O 11/01/33 0 8995162 T38/U56 F 367,000.00 ZZ 360 366,241.13 1 7.900 2,667.38 89 7.400 2,667.38 WILLISTON PARK NY 11596 5 11/12/03 23 0437255680 05 01/01/04 0 7000086811 O 12/01/33 0 8995436 T38/U56 F 225,000.00 ZZ 360 224,620.73 1 8.900 1,794.24 90 8.400 1,794.24 GRAHAM WA 98338 5 11/18/03 23 0437259062 05 01/01/04 0 7000087933 O 12/01/33 0 8995456 T38/U56 F 180,000.00 ZZ 360 179,596.72 1 7.500 1,258.59 100 7.000 1,258.59 RIVERSIDE CA 92504 5 11/20/03 23 0437255235 05 01/01/04 0 7000088266 O 12/01/33 0 1 8995576 T38/U56 F 245,000.00 ZZ 360 244,411.63 1 7.150 1,654.75 80 6.650 1,654.75 SPRINGFIELD GAR NY 11413 5 10/29/03 00 0437253081 05 01/01/04 0 8000002073 O 12/01/33 0 8995580 T38/U56 F 340,000.00 ZZ 360 339,199.48 3 7.250 2,319.40 85 6.750 2,319.40 BROOKLYN NY 11221 5 10/28/03 23 0437253412 05 01/01/04 0 8000002093 O 12/01/33 0 8995592 T38/U56 F 190,000.00 ZZ 360 189,500.29 1 8.150 1,414.08 100 7.650 1,414.08 POUGHKEEPSIE NY 12603 5 10/30/03 23 0437263791 05 12/01/03 0 8000002405 O 11/01/33 0 8996968 W40/U57 F 76,000.00 ZZ 360 75,871.93 1 6.875 499.27 80 6.625 499.27 DETROIT MI 48219 1 12/23/03 00 0437379233 05 02/01/04 0 1055000457 O 01/01/34 0 8998644 K60/G01 F 83,500.00 ZZ 360 83,343.21 2 8.375 634.66 100 8.125 634.66 INDEPENDENCE MO 64052 1 12/05/03 23 0437231954 05 01/01/04 0 87077 N 12/01/33 0 8999126 E22/U57 F 61,750.00 ZZ 240 61,552.34 1 8.500 535.88 93 8.250 535.88 1 TUNICA MS 38676 5 12/22/03 23 0419273982 05 02/01/04 0 0419273982 O 01/01/24 0 8999628 E22/U57 F 83,900.00 ZZ 180 83,296.64 1 5.500 685.53 29 5.250 685.53 CENTENNIAL CO 80015 5 12/23/03 00 0419186978 05 02/01/04 0 0419186978 O 01/01/19 0 9000374 Q64/U57 F 65,550.00 ZZ 360 65,488.58 1 9.750 563.18 93 9.250 563.18 JACKSONVILLE FL 32208 5 12/03/03 23 0437248248 05 02/01/04 0 2109102999 O 01/01/34 0 9002048 E22/U57 F 51,250.00 ZZ 360 51,165.73 1 7.000 340.97 85 6.750 340.97 COLUMBUS OH 43211 2 12/30/03 01 0419441217 05 02/01/04 12 0419441217 N 01/01/34 0 9004616 E22/U57 F 220,500.00 ZZ 360 220,195.51 1 7.875 1,598.78 90 7.625 1,598.78 PUEBLO WEST CO 81007 5 12/26/03 23 0419141064 05 02/01/04 0 0419141064 O 01/01/34 0 9004754 E22/U57 F 103,500.00 ZZ 360 103,307.75 2 6.375 645.71 90 6.125 645.71 CLEBURNE TX 76033 1 12/31/03 01 0419507389 05 02/01/04 25 0419507389 O 01/01/34 0 1 9004800 E22/U57 F 125,600.00 ZZ 360 125,422.14 4 7.750 899.81 79 7.500 899.81 HARVEY LA 70058 5 12/31/03 00 0419479357 05 02/01/04 0 0419479357 N 01/01/34 0 9004830 E22/U57 F 174,000.00 ZZ 360 173,652.69 1 6.000 1,043.22 80 5.750 1,043.22 TONEY AL 35773 1 12/31/03 00 0419451877 05 02/01/04 0 0419451877 O 01/01/34 0 9005510 B43/G01 F 145,000.00 ZZ 360 144,794.66 1 7.750 1,038.80 100 7.500 1,038.80 FLINT MI 48507 1 12/23/03 10 0437317639 05 02/01/04 35 8718170 O 01/01/34 0 9005780 K60/G01 F 50,000.00 ZZ 360 49,940.76 1 8.625 388.89 100 8.375 388.89 NEWPORT NEWS VA 23607 1 12/19/03 23 0437244486 05 02/01/04 0 87207 N 01/01/34 0 9008378 U45/G01 F 67,000.00 ZZ 360 66,912.06 1 8.125 497.47 100 7.875 497.47 HAMILTON OH 45011 1 12/31/03 23 0437348675 05 02/01/04 0 00205294 N 01/01/34 0 9009004 X74/U57 F 117,000.00 ZZ 360 116,867.35 1 1 8.840 927.98 90 8.340 927.98 WILLMAR MN 56201 5 12/15/03 23 0437284102 05 02/01/04 0 63140 O 01/01/34 0 9009186 X74/U57 F 94,500.00 ZZ 360 94,371.21 1 7.940 689.46 95 7.440 689.46 BLUE SPRINGS MO 64014 5 12/15/03 23 0437283245 05 02/01/04 0 69708 O 01/01/34 0 9009582 U51/U57 F 215,000.00 ZZ 360 214,339.56 1 7.375 1,484.95 100 6.875 1,484.95 BEAUFORT SC 29906 5 10/03/03 23 0437245970 05 12/01/03 0 60000220 O 11/01/33 0 9009898 U51/U57 F 47,500.00 ZZ 360 46,819.46 1 6.500 300.23 95 6.000 300.23 CEDAR RAPIDS IA 52404 5 09/22/03 23 0437390826 05 11/01/03 0 60000172 O 10/01/33 0 9011352 E22/U57 F 95,000.00 ZZ 360 94,878.44 1 8.250 713.70 100 8.000 713.70 FLORISSANT MO 63033 1 01/05/04 01 0419394523 05 02/01/04 35 0419394523 N 01/01/34 0 9011560 E22/U57 F 81,000.00 ZZ 360 80,849.56 1 6.375 505.33 100 6.125 505.33 VIRGINIA BEACH VA 23453 1 01/05/04 10 0419273156 09 02/01/04 35 1 0419273156 N 01/01/34 0 9012772 U05/U57 F 68,210.00 ZZ 360 68,083.32 1 6.375 425.54 95 6.125 425.54 NAMPA ID 83686 1 12/23/03 14 0437409659 05 02/01/04 30 3450764 N 01/01/34 0 9014166 K60/U56 F 117,000.00 ZZ 360 116,842.15 1 7.990 857.69 90 7.740 857.69 MIDDLETOWN OH 45044 5 12/16/03 23 0437278062 05 02/01/04 0 0000087571 O 01/01/34 0 9015886 E22/U57 F 155,550.00 ZZ 360 155,340.56 1 8.000 1,141.37 85 7.750 1,141.37 AUSTIN TX 78727 1 01/06/04 23 0419465802 03 02/01/04 0 0419465802 O 01/01/34 0 9016438 G33/G01 F 106,500.00 ZZ 360 106,356.60 1 8.000 781.46 100 7.750 781.46 DENTON TX 76210 1 12/24/03 23 0437258643 03 02/01/04 0 804124 N 01/01/34 0 9016574 956/956 F 569,000.00 ZZ 360 567,864.29 1 6.000 3,411.44 85 5.750 3,411.44 PASADENA CA 91105 2 12/15/03 23 1513110072 01 02/01/04 0 1513110072 O 01/01/34 0 1 9016592 956/956 F 434,000.00 ZZ 360 433,174.27 1 6.250 2,672.21 79 6.000 2,672.21 WAUCONDA IL 60084 2 12/24/03 00 4713120029 05 02/01/04 0 4713120029 O 01/01/34 0 9016744 W02/U56 F 113,500.00 ZZ 360 113,344.99 1 7.930 827.30 94 7.430 827.30 RICHMOND VA 23228 5 12/03/03 23 0437280811 05 02/01/04 0 1003369097 O 01/01/34 0 9016928 W02/U57 F 97,850.00 ZZ 360 97,660.01 1 9.620 831.36 95 9.120 831.36 BEDFORD OH 44146 5 10/31/03 23 0437303399 05 12/05/03 0 1003271226 O 11/05/33 0 9017640 W02/U56 F 183,000.00 ZZ 360 182,291.11 1 7.350 1,260.82 100 6.850 1,260.82 PERU IL 61354 5 09/29/03 23 0437321904 05 11/01/03 0 1003094685 O 10/01/33 0 9017642 W02/U56 F 74,944.89 ZZ 360 74,633.50 1 6.990 498.11 100 6.490 498.11 HEPHZIBAH GA 30815 2 09/30/03 23 0437302821 05 11/06/03 0 1003109830 O 10/06/33 0 9017676 W02/U56 F 50,000.00 ZZ 240 49,853.09 1 12.310 561.39 100 11.810 561.39 1 PITTSBURGH PA 15210 5 12/01/03 23 0437285349 05 01/01/04 0 1003336533 O 12/01/23 0 9017680 W02/U56 F 82,500.00 ZZ 360 82,391.36 1 8.110 611.70 89 7.610 611.70 HOMESTEAD FL 33033 5 12/23/03 23 0437303654 05 02/01/04 0 1003338389 O 01/01/34 0 9017744 W02/U56 F 139,500.00 ZZ 360 139,317.80 1 8.150 1,038.23 100 7.650 1,038.23 NORTH LAUDERDAL FL 33068 5 12/18/03 23 0437294457 05 02/01/04 0 1003455010 O 01/01/34 0 9017746 W02/U56 F 69,500.00 ZZ 360 69,417.84 1 9.920 605.81 100 9.420 605.81 JACKSONVILLE FL 32208 5 12/23/03 23 0437294598 05 02/01/04 0 1003457751 O 01/01/34 0 9017874 M21/U56 F 82,350.00 ZZ 360 82,206.66 1 8.800 650.80 90 8.300 650.80 ROCKWOOD TN 37854 1 12/04/03 23 0437300148 05 02/01/04 0 0001237381 O 01/01/34 0 9018016 M21/U56 F 144,000.00 ZZ 360 143,794.00 1 7.700 1,026.67 90 7.200 1,026.67 MIAMI FL 33162 5 12/11/03 23 0437298425 05 02/01/04 0 0001231687 O 01/01/34 0 1 9018074 M21/U56 F 94,500.00 ZZ 360 94,370.15 1 7.900 686.84 90 7.400 686.84 HOUSTON TX 77071 1 12/10/03 23 0437299381 03 02/01/04 0 0001260397 O 01/01/34 0 9018122 M21/U56 F 65,000.00 ZZ 360 64,894.17 1 7.050 434.64 80 6.550 434.64 HARTFORD MI 49057 5 12/17/03 00 0437349541 05 02/01/04 0 0001238021 O 01/01/34 0 9018180 M21/U56 F 373,000.00 ZZ 360 372,380.65 1 6.950 2,469.07 82 6.450 2,469.07 SAN LORENZO CA 94580 5 12/12/03 23 0437351059 05 02/01/04 0 0001260851 O 01/01/34 0 9018228 M21/U56 F 361,000.00 ZZ 360 360,376.63 1 6.750 2,341.44 95 6.250 2,341.44 STATEN ISLAND NY 10304 5 12/16/03 23 0437324809 05 02/01/04 0 0001258736 O 01/01/34 0 9018272 M21/U56 F 200,000.00 ZZ 180 198,772.21 1 7.350 1,837.02 80 6.850 1,837.02 ROCHESTER HILLS MI 48307 5 12/16/03 00 0437356405 05 02/01/04 0 0001243897 O 01/01/19 0 9018286 M21/U56 F 59,850.00 ZZ 360 59,768.59 1 1 7.950 437.08 95 7.450 437.08 CARLSBAD NM 88220 5 12/09/03 23 0437291578 05 02/01/04 0 0001247600 O 01/01/34 0 9018440 M21/U56 F 315,000.00 ZZ 360 314,544.85 1 7.650 2,234.98 90 7.150 2,234.98 WASHINGTONVILLE NY 10992 5 12/15/03 23 0437291586 05 02/01/04 0 0001259486 O 01/01/34 0 9018500 M21/U56 F 100,755.00 ZZ 360 100,632.49 1 8.500 774.72 90 8.000 774.72 MACON GA 31206 1 12/22/03 23 0437346463 03 02/01/04 0 0001259815 O 01/01/34 0 9018520 M21/U56 F 304,000.00 ZZ 360 303,459.46 1 6.600 1,941.53 80 6.100 1,941.53 WYLIE TX 75098 5 12/17/03 00 0437292196 05 02/01/04 0 0001248206 O 01/01/34 0 9018580 M21/U56 F 116,000.00 ZZ 360 115,805.48 1 6.900 763.98 94 6.400 763.98 FORT WAYNE IN 46845 5 12/15/03 23 0437351117 05 02/01/04 0 0001252963 O 01/01/34 0 9018790 M21/U56 F 150,000.00 ZZ 360 149,808.04 1 8.250 1,126.90 100 7.750 1,126.90 MARYVILLE TN 37801 1 12/23/03 23 0437296122 05 02/01/04 0 1 0001225595 O 01/01/34 0 9018814 M21/U56 F 195,500.00 ZZ 360 195,202.65 1 7.400 1,353.60 85 6.900 1,353.60 COMPTON CA 90220 5 12/05/03 23 0437287626 05 02/01/04 0 0001255950 O 01/01/34 0 9018848 M21/U56 F 165,750.00 ZZ 360 165,478.23 1 7.600 1,170.32 85 7.100 1,170.32 LOS ANGELES CA 90016 5 12/05/03 23 0437295462 01 02/01/04 0 0001225778 O 01/01/34 0 9018928 M21/U56 F 172,900.00 ZZ 360 172,571.03 1 6.250 1,064.58 100 5.750 1,064.58 ALLEN PARK MI 48101 1 12/22/03 23 0437294580 05 02/01/04 0 0001273074 O 01/01/34 0 9019006 M21/U56 F 368,000.00 ZZ 360 367,473.58 1 7.700 2,623.70 80 7.200 2,623.70 JACKSONVILLE FL 32259 5 12/16/03 00 0437327075 03 02/01/04 0 0001249224 O 01/01/34 0 9019044 M21/U56 F 154,000.00 ZZ 360 153,790.53 1 7.950 1,124.64 95 7.450 1,124.64 LAKELAND FL 33810 5 12/17/03 23 0437302649 05 02/01/04 0 0001263358 O 01/01/34 0 1 9019106 M21/U56 F 78,850.00 ZZ 360 78,779.19 1 9.950 689.06 95 9.450 689.06 MOORE OK 73160 5 12/12/03 23 0437298888 05 02/01/04 0 0001248798 O 01/01/34 0 9019144 M21/U56 F 153,000.00 ZZ 360 152,769.90 2 7.450 1,064.57 85 6.950 1,064.57 GRISWOLD CT 06351 5 12/15/03 23 0437292337 05 02/01/04 0 0001198864 N 01/01/34 0 9019226 M21/U56 F 232,000.00 ZZ 360 231,651.08 1 7.450 1,614.25 84 6.950 1,614.25 RONKONKOMA NY 11779 5 12/16/03 23 0437356074 05 02/01/04 0 0001261289 O 01/01/34 0 9019262 M21/U56 F 229,500.00 ZZ 360 229,190.35 1 7.990 1,682.40 90 7.490 1,682.40 SAN JUAN CAPIST CA 92675 5 12/11/03 23 0437349251 01 02/01/04 0 0001223358 O 01/01/34 0 9019288 M21/U56 F 115,200.00 ZZ 360 115,052.57 1 8.250 865.46 90 7.750 865.46 KATY TX 77449 1 12/12/03 23 0437293558 03 02/01/04 0 0001280038 O 01/01/34 0 9019686 M21/U56 F 144,500.00 ZZ 360 144,284.84 1 7.500 1,010.37 85 7.000 1,010.37 1 LYNDEN WA 98264 5 12/15/03 23 0437326820 03 02/01/04 0 0001246137 O 01/01/34 0 9019746 M21/U56 F 102,600.00 ZZ 360 102,422.82 1 6.750 665.47 95 6.250 665.47 LANCASTER TX 75146 1 12/17/03 23 0437351315 05 02/01/04 0 0001243084 O 01/01/34 0 9019772 M21/U56 F 315,000.00 ZZ 360 314,624.78 1 8.600 2,444.44 90 8.100 2,444.44 MANASSAS VA 20110 1 12/15/03 23 0437305204 05 02/01/04 0 0001246236 O 01/01/34 0 9019828 M21/U56 F 164,800.00 ZZ 360 164,504.10 1 6.550 1,047.08 85 6.050 1,047.08 RIALTO CA 92376 5 12/04/03 23 0437349772 05 02/01/04 0 0001246361 O 01/01/34 0 9019844 M21/U56 F 208,000.00 ZZ 360 207,690.30 1 7.500 1,454.37 80 7.000 1,454.37 BELTSVILLE MD 20705 5 12/15/03 00 0437326853 05 02/01/04 0 0001246378 O 01/01/34 0 9019862 M21/U56 F 86,450.00 ZZ 360 86,325.08 1 7.650 613.38 95 7.150 613.38 JOHNSTOWN NY 12095 5 12/09/03 23 0437353188 05 02/01/04 0 0001243370 O 01/01/34 0 1 9019890 M21/U56 F 139,410.00 ZZ 360 139,218.56 1 8.250 1,047.35 90 7.750 1,047.35 PICKERINGTON OH 43147 1 12/11/03 23 0437305303 05 02/01/04 0 0001258350 O 01/01/34 0 9019894 M21/U56 F 132,905.00 ZZ 360 132,697.48 1 8.700 1,040.83 95 8.200 1,040.83 MEADVILLE PA 16335 1 12/16/03 23 0437349939 05 02/01/04 0 0001163575 O 01/01/34 0 9019930 M21/U56 F 132,500.00 ZZ 360 132,337.23 1 8.450 1,014.12 95 7.950 1,014.12 HEMET CA 92544 5 11/26/03 23 0437349889 05 02/01/04 0 0001243695 O 01/01/34 0 9019980 M21/U56 F 526,000.00 ZZ 360 524,845.86 1 5.500 2,986.58 65 5.000 2,986.58 CLOVIS CA 93611 5 12/10/03 00 0437352081 05 02/01/04 0 0001256116 O 01/01/34 0 9020030 M21/U56 F 76,050.00 T 360 75,960.32 1 8.650 592.87 90 8.150 592.87 MONTGOMERY AL 36116 1 12/19/03 23 0437305220 05 02/01/04 0 0001229661 O 01/01/34 0 9020068 M21/U56 F 99,000.00 ZZ 360 98,856.96 1 1 7.650 702.42 90 7.150 702.42 HOLLY HILL FL 32117 5 12/17/03 23 0437291164 05 02/01/04 0 0001256774 O 01/01/34 0 9020074 M21/U56 F 144,000.00 ZZ 360 143,796.06 1 7.750 1,031.64 90 7.250 1,031.64 MILLERVILLE MD 21108 5 12/12/03 23 0437300619 01 02/01/04 0 0001236305 O 01/01/34 0 9020094 M21/U56 F 185,250.00 ZZ 360 184,985.01 2 7.700 1,320.76 95 7.200 1,320.76 EAST ORANGE NJ 07017 1 12/01/03 23 0437301609 05 02/01/04 0 0001091324 O 01/01/34 0 9020124 M21/U56 F 263,500.00 ZZ 360 263,103.73 1 7.450 1,833.42 85 6.950 1,833.42 SOUTH OZONE PAR NY 11436 5 12/04/03 23 0437326846 05 02/01/04 0 0001236663 O 01/01/34 0 9020126 M21/U56 F 132,408.00 ZZ 360 132,233.30 1 8.100 980.81 85 7.600 980.81 TAMPA FL 33647 1 12/19/03 23 0437326671 03 02/01/04 0 0001256798 N 01/01/34 0 9020218 M21/U56 F 350,550.00 ZZ 360 349,850.30 1 6.000 2,101.73 95 5.500 2,101.73 FARMINGVILLE NY 11738 1 12/22/03 23 0437293335 05 02/01/04 0 1 0001217700 O 01/01/34 0 9020376 M21/U56 F 202,500.00 ZZ 360 201,916.98 1 7.850 1,464.76 90 7.350 1,464.76 POQUOSON VA 23662 5 12/03/03 23 0437324700 05 02/01/04 0 0001224580 O 01/01/34 0 9020644 M21/U56 F 95,000.00 ZZ 360 94,884.49 1 8.500 730.47 100 8.000 730.47 OKEECHOBEE FL 34974 1 12/18/03 23 0437305162 05 02/01/04 0 0001177168 O 01/01/34 0 9020694 M21/U56 F 55,100.00 ZZ 240 54,876.59 1 8.075 463.46 95 7.575 463.46 HUNTSVILLE AL 35805 5 12/15/03 23 0437293665 05 02/01/04 0 0001184391 O 01/01/24 0 9021070 Y21/U57 F 162,750.00 ZZ 360 161,364.13 2 6.375 1,015.35 80 6.125 1,015.35 NORTH ST PAUL MN 55019 1 05/13/03 00 0437278609 05 07/01/03 0 203308786 O 06/01/33 0 9021826 E22/U57 F 68,000.00 ZZ 360 67,898.74 1 7.500 475.47 84 7.250 475.47 MURPHYSBORO IL 62966 5 01/02/04 01 0419419742 05 02/01/04 12 0419419742 O 01/01/34 0 1 9022288 H58/G01 F 176,130.00 ZZ 360 175,861.13 1 7.375 1,216.49 104 7.125 1,216.49 VISALIA CA 93277 1 12/29/03 23 0437398191 05 02/01/04 0 0000207372 O 01/01/34 0 9023008 G33/G01 F 184,900.00 ZZ 360 184,669.36 1 8.375 1,405.37 100 8.125 1,405.37 LAS VEGAS NV 89122 1 12/17/03 23 0437310584 03 02/01/04 0 364318 N 01/01/34 0 9023014 G33/G01 F 141,000.00 ZZ 360 140,824.04 1 8.375 1,071.70 100 8.125 1,071.70 ROY UT 84067 2 12/15/03 23 0437311129 05 02/01/04 0 364319 O 01/01/34 0 9023018 G33/G01 F 194,900.00 ZZ 360 194,644.15 1 8.125 1,447.13 100 7.875 1,447.13 NORTH LAS VEGAS NV 89032 1 12/18/03 23 0437310816 05 02/01/04 0 364343 N 01/01/34 0 9023020 G33/G01 F 86,000.00 ZZ 360 85,884.20 1 8.000 631.04 100 7.750 631.04 CLEVELAND OH 44108 1 12/18/03 23 0437310394 05 02/01/04 0 369769 O 01/01/34 0 9023024 G33/G01 F 129,500.00 T 360 129,316.61 1 7.750 927.75 100 7.500 927.75 1 MCKINNEY TX 75070 1 12/26/03 23 0437310345 05 02/01/04 0 379422 O 01/01/34 0 9023026 G33/G01 F 252,292.00 ZZ 360 251,977.28 1 8.375 1,917.60 100 8.125 1,917.60 TYLER TX 75703 1 12/23/03 23 0437310204 03 02/01/04 0 379441 O 01/01/34 0 9023028 G33/G01 F 88,255.00 ZZ 360 88,144.91 1 8.375 670.80 95 8.125 670.80 MESQUITE TX 75149 1 12/23/03 23 0437310477 05 02/01/04 0 379504 N 01/01/34 0 9023030 G33/G01 F 110,000.00 ZZ 360 109,872.96 1 8.750 865.37 100 8.500 865.37 HOUSTON TX 77083 1 12/23/03 23 0437311095 03 02/01/04 0 389707 O 01/01/34 0 9023032 G33/G01 F 57,500.00 ZZ 360 57,422.59 1 8.000 421.91 100 7.750 421.91 LAKE STATION IN 46405 1 12/17/03 23 0437310980 05 02/01/04 0 401000 O 01/01/34 0 9023034 G33/G01 F 239,400.00 ZZ 360 238,972.34 1 8.625 1,862.03 95 8.375 1,862.03 ST LOUIS MO 63109 1 12/05/03 23 0437310873 05 01/01/04 0 401097 O 12/01/33 0 1 9023036 G33/G01 F 84,747.00 ZZ 360 84,620.83 1 7.500 592.56 100 7.250 592.56 HAMPTON VA 23666 1 12/17/03 23 0437311020 05 02/01/04 0 405438 O 01/01/34 0 9023040 G33/G01 F 130,000.00 ZZ 360 129,811.22 1 7.625 920.13 100 7.375 920.13 TAMPA FL 33604 1 12/15/03 23 0437310824 05 02/01/04 0 420224 O 01/01/34 0 9024190 K60/G01 F 72,500.00 ZZ 360 72,409.57 2 8.375 551.05 100 8.125 551.05 COLUMBUS OH 43206 1 12/31/03 23 0437267503 05 02/01/04 0 87948 N 01/01/34 0 9024272 K60/G01 F 115,000.00 ZZ 360 114,845.16 1 8.000 843.83 100 7.750 843.83 ATLANTA GA 30291 1 12/29/03 23 0437267354 05 02/01/04 0 87563 N 01/01/34 0 9024372 K60/G01 F 127,500.00 ZZ 360 127,348.92 1 8.625 991.68 100 8.375 991.68 CINCINNATI OH 45248 1 12/22/03 23 0437272032 05 02/01/04 0 87163 N 01/01/34 0 9025258 K60/G01 F 126,000.00 ZZ 360 125,842.83 1 1 8.375 957.69 100 8.125 957.69 CHARLOTTE NC 28211 1 12/19/03 23 0437267537 05 02/01/04 0 87364 N 01/01/34 0 9025262 K60/G01 F 141,625.00 ZZ 360 141,448.33 1 8.375 1,076.45 100 8.125 1,076.45 FORT MILL SC 29715 1 12/19/03 23 0437267271 03 02/01/04 0 87660 N 01/01/34 0 9025550 E22/U57 F 34,000.00 ZZ 360 33,971.43 1 6.875 223.36 70 6.625 223.36 HYATTSVILLE MD 20737 1 01/08/04 00 0419509666 01 03/01/04 0 0419509666 N 02/01/34 0 9025552 E22/U57 F 142,500.00 ZZ 360 142,426.13 1 9.250 1,172.31 95 9.000 1,172.31 TULSA OK 74133 1 01/08/04 23 0419511399 05 03/01/04 0 0419511399 O 02/01/34 0 9025628 E22/U57 F 237,000.00 ZZ 360 236,758.37 1 5.875 1,401.94 78 5.625 1,401.94 ONTARIO CA 91761 5 01/01/04 00 0419427182 05 03/01/04 0 0419427182 O 02/01/34 0 9025652 E22/U57 F 80,000.00 ZZ 360 79,929.42 1 6.625 512.25 89 6.375 512.25 PHILO OH 43771 5 01/08/04 01 0418955332 05 03/01/04 25 1 0418955332 N 02/01/34 0 9025724 N74/U57 F 118,400.00 ZZ 180 117,238.38 1 5.875 991.15 80 5.375 991.15 DERMOTT AR 71638 5 12/31/03 00 0437265077 05 02/06/04 0 0033982010 O 01/06/19 0 9025792 E22/U57 F 50,745.00 ZZ 360 50,707.34 1 7.500 354.82 85 7.250 354.82 INDIANAPOLIS IN 46218 1 01/08/04 01 0419445069 05 03/01/04 20 0419445069 N 02/01/34 0 9025820 E22/U57 F 52,700.00 ZZ 360 52,657.86 1 7.125 355.05 85 6.875 355.05 TAYLOR MI 48180 1 01/08/04 01 0419492087 05 03/01/04 12 0419492087 N 02/01/34 0 9026786 147/U57 F 308,750.00 ZZ 360 308,004.87 1 7.125 2,080.11 95 6.625 2,080.11 RIVERSIDE CA 92505 5 11/21/03 23 0437346323 05 01/01/04 0 10915332 O 12/01/33 0 9026884 147/U57 F 114,000.00 ZZ 360 113,780.43 1 8.250 856.44 95 7.750 856.44 DESERT HOT SPRI CA 92240 1 11/18/03 23 0437341449 05 01/01/04 0 10911566 O 12/01/33 0 1 9026926 147/U57 F 203,400.00 ZZ 360 202,932.83 1 7.375 1,404.83 90 6.875 1,404.83 NEW HAVEN CT 06515 5 11/26/03 23 0437346216 05 01/01/04 0 10916073 O 12/01/33 0 9026950 147/U57 F 450,000.00 ZZ 360 449,100.10 1 5.990 2,695.08 89 5.490 2,695.08 SACRAMENTO CA 95835 5 12/18/03 23 0437347933 03 02/01/04 0 10921975 O 01/01/34 0 9026970 147/U57 F 161,000.00 ZZ 180 159,878.20 1 5.875 1,347.76 64 5.375 1,347.76 SILVER SPRINGS MD 20901 5 12/23/03 00 0437333099 05 02/01/04 0 10927513 O 01/01/19 0 9026976 147/U57 F 128,000.00 ZZ 360 127,635.11 1 7.750 917.01 80 7.250 917.01 HARRISBURG PA 17109 5 10/29/03 00 0437337439 05 12/01/03 0 10588225 O 11/01/33 0 9026986 147/U57 F 87,550.00 ZZ 360 87,385.62 1 8.375 665.44 84 7.875 665.44 HARVEY IL 60426 5 11/11/03 23 0437346166 05 01/01/04 0 10592904 O 12/01/33 0 9026998 147/U57 F 270,000.00 ZZ 360 269,034.81 1 7.750 1,934.31 90 7.250 1,934.31 1 BROOKLYN NY 11207 5 09/25/03 23 0437342504 05 11/01/03 0 10902660 O 10/01/33 0 9027168 286/286 F 96,000.00 ZZ 180 94,983.54 1 5.750 797.20 80 5.500 797.20 CLOVIS NM 88101 5 11/24/03 00 2923134 05 01/01/04 0 2923134 O 12/01/18 0 9027174 286/286 F 166,000.00 ZZ 360 165,713.35 4 6.750 1,076.67 80 6.500 1,076.67 TUCSON AZ 85716 1 12/08/03 00 2896164 05 02/01/04 0 2896164 N 01/01/34 0 9027176 286/286 F 1,368,000.00 T 180 1,353,667.18 1 5.875 11,451.79 51 5.625 11,451.79 HARVEY CEDARS NJ 08008 2 11/28/03 00 2758118 05 01/01/04 0 2758118 O 12/01/18 0 9027182 286/286 F 136,800.00 ZZ 360 136,493.51 2 7.500 956.53 80 7.250 956.53 KANSAS CITY MO 64111 1 11/14/03 00 2905881 05 01/01/04 0 2905881 O 12/01/33 0 9027184 286/286 F 85,500.00 ZZ 360 85,359.42 1 7.000 568.83 95 6.750 568.83 CLOVIS NM 88101 5 12/05/03 12 2899169 05 02/01/04 30 2899169 O 01/01/34 0 1 9027196 286/286 F 36,800.00 ZZ 360 36,704.39 1 6.750 238.69 80 6.500 238.69 CHESTER PA 19013 1 12/01/03 00 2937282 05 01/01/04 0 2937282 N 12/01/33 0 9027198 286/286 F 36,800.00 ZZ 180 36,434.32 1 6.500 320.57 80 6.250 320.57 INDIANAPOLIS IN 46201 5 11/24/03 00 2870285 05 01/01/04 0 2870285 N 12/01/18 0 9027206 286/286 F 115,900.00 ZZ 360 115,223.20 1 7.000 771.09 90 6.750 771.09 PIKESVILLE MD 21208 1 07/25/03 10 2601999 03 09/01/03 25 2601999 N 08/01/33 0 9027208 286/286 F 86,250.00 ZZ 360 86,051.89 2 7.375 595.71 75 7.125 595.71 INDIANAPOLIS IN 46205 5 12/04/03 00 2949152 05 01/01/04 0 2949152 N 12/01/33 0 9027214 286/286 F 217,012.00 ZZ 360 216,255.38 1 7.875 1,573.49 80 7.625 1,573.49 MANALAPAN NJ 07726 5 09/12/03 00 2579198 01 11/01/03 0 2579198 O 10/01/33 0 9027216 286/286 F 153,600.00 ZZ 360 153,210.63 1 1 6.875 1,009.05 80 6.625 1,009.05 AUSTIN TX 78704 1 11/26/03 00 2856954 01 01/01/04 0 2856954 O 12/01/33 0 9027220 286/286 F 115,425.00 ZZ 360 115,017.96 1 8.000 846.95 95 7.750 846.95 PINE HILL NJ 08021 1 09/05/03 10 2718484 05 11/01/03 25 2718484 O 10/01/33 0 9027224 286/286 F 255,600.00 T 360 255,169.28 1 6.875 1,679.12 80 6.625 1,679.12 PINE AZ 85544 1 11/26/03 00 2917755 05 02/01/04 0 2917755 O 01/01/34 0 9027228 286/286 F 100,800.00 ZZ 360 100,590.52 1 7.875 730.87 90 7.625 730.87 OVERLAND PARK KS 66210 1 11/18/03 25 2847862 05 01/01/04 12 2847862 N 12/01/33 0 9027240 286/286 F 100,000.00 ZZ 360 99,839.59 1 7.125 673.72 79 6.875 673.72 CHICAGO IL 60617 5 12/08/03 00 2915157 05 02/01/04 0 2915157 N 01/01/34 0 9027246 286/286 F 95,000.00 ZZ 360 94,823.55 1 6.375 592.68 71 6.125 592.68 AUSTIN TX 78751 5 12/01/03 00 2854893 05 02/01/04 0 1 2854893 N 01/01/34 0 9027250 286/286 F 295,000.00 ZZ 360 293,806.37 1 7.125 1,987.47 73 6.875 1,987.47 CLEVELAND OH 44143 5 09/19/03 00 2800676 05 11/01/03 0 2800676 O 10/01/33 0 9027258 286/286 F 106,350.00 ZZ 360 106,147.65 1 6.250 654.82 79 6.000 654.82 AUSTIN TX 78660 2 12/01/03 00 2855237 05 02/01/04 0 2855237 N 01/01/34 0 9027264 286/286 F 280,000.00 ZZ 360 277,756.23 2 7.750 2,005.96 80 7.500 2,005.96 ATLANTA GA 30318 2 11/05/03 00 2868747 05 01/01/04 0 2868747 N 12/01/33 0 9027266 286/286 F 148,200.00 ZZ 360 147,937.76 1 6.625 948.95 80 6.375 948.95 MILWAUKIE OR 97267 1 12/03/03 00 2924019 05 02/01/04 0 2924019 O 01/01/34 0 9027270 286/286 F 138,000.00 ZZ 360 137,194.17 1 7.000 918.12 84 6.750 918.12 ALBANY GA 31707 2 07/22/03 10 2545945 05 09/01/03 25 2545945 O 08/01/33 0 1 9027274 286/286 F 212,500.00 ZZ 360 211,940.77 1 6.875 1,395.98 85 6.625 1,395.98 CENTREVILLE VA 20121 5 11/26/03 21 2931660 03 02/01/04 12 2931660 O 01/01/34 0 9027280 286/286 F 202,500.00 ZZ 360 201,828.63 1 8.125 1,503.56 90 7.875 1,503.56 KANSAS CITY MO 64113 1 09/03/03 10 2750911 05 11/01/03 25 2750911 N 10/01/33 0 9027288 286/286 F 161,900.00 ZZ 360 161,439.42 1 8.875 1,288.15 90 8.625 1,288.15 BALTIMORE MD 21230 1 09/15/03 10 2706960 07 11/01/03 25 2706960 N 10/01/33 0 9027292 286/286 F 276,300.00 ZZ 360 275,528.16 1 6.375 1,723.76 90 6.125 1,723.76 UPPER MARLBORO MD 20774 1 11/26/03 14 2927114 05 01/01/04 25 2927114 O 12/01/33 0 9027296 286/286 F 248,000.00 ZZ 360 247,639.86 1 7.625 1,755.33 70 7.375 1,755.33 STERLING HEIGHT MI 48314 5 12/17/03 00 2901050 05 02/01/04 0 2901050 O 01/01/34 0 9027306 286/286 F 103,500.00 ZZ 360 103,126.67 1 8.625 805.02 90 8.375 805.02 1 RALEIGH NC 27616 1 08/05/03 10 2539832 05 10/01/03 25 2539832 O 09/01/33 0 9027310 286/286 F 334,000.00 ZZ 360 333,213.61 1 7.250 2,278.47 80 7.000 2,278.47 WATERTOWN MA 02472 1 11/26/03 00 2882088 05 01/01/04 0 2882088 N 12/01/33 0 9027316 286/286 F 115,500.00 ZZ 360 114,305.86 1 7.750 827.46 89 7.500 827.46 CAMILLUS NY 13031 2 12/27/02 10 1867413 05 02/01/03 25 1867413 O 01/01/33 0 9027318 286/286 F 109,600.00 ZZ 360 109,410.19 1 6.750 710.87 83 6.500 710.87 ANDERSON CA 96007 5 12/15/03 23 2930255 05 02/01/04 0 2930255 O 01/01/34 0 9027324 286/286 F 179,100.00 ZZ 360 178,737.05 1 8.000 1,314.18 90 7.750 1,314.18 BOCA RATON FL 33433 1 11/14/03 10 2906827 03 01/01/04 25 2906827 O 12/01/33 0 9027328 286/286 F 100,000.00 ZZ 360 99,532.67 1 8.125 742.50 79 7.875 742.50 KNOXVILLE TN 37909 1 08/01/03 00 2641788 05 09/01/03 0 2641788 N 08/01/33 0 1 9027336 286/286 F 68,800.00 ZZ 360 68,621.28 1 6.750 446.24 80 6.500 446.24 MERIDEN CT 06450 1 11/21/03 00 2903629 01 01/01/04 0 2903629 N 12/01/33 0 9027346 286/286 F 161,405.00 ZZ 360 160,988.93 1 8.250 1,212.59 95 8.000 1,212.59 NEW HAVEN CT 06511 1 10/22/03 10 2785833 05 12/01/03 25 2785833 O 11/01/33 0 9027348 286/286 F 139,150.00 ZZ 360 137,829.87 1 6.375 868.12 70 6.125 868.12 SACRAMENTO CA 95818 5 04/15/03 00 2212512 05 06/01/03 0 2212512 N 05/01/33 0 9027354 286/286 F 360,000.00 ZZ 360 359,213.34 1 7.625 2,548.06 80 7.375 2,548.06 KANSAS CITY MO 64113 1 11/24/03 00 2920537 05 01/01/04 0 2920537 O 12/01/33 0 9027356 286/286 F 65,250.00 ZZ 360 65,140.04 1 6.875 428.65 90 6.625 428.65 HARVEY LA 70058 1 12/08/03 10 2943736 05 02/01/04 25 2943736 N 01/01/34 0 9027362 286/286 F 112,000.00 ZZ 360 111,761.29 1 1 7.750 802.39 80 7.500 802.39 PITTSBURGH PA 15205 5 11/04/03 00 2864224 05 01/01/04 0 2864224 O 12/01/33 0 9027366 286/286 F 407,000.00 ZZ 360 406,279.84 1 6.625 2,606.07 80 6.375 2,606.07 PEMBROKE PINES FL 33028 5 12/08/03 00 2912869 05 02/01/04 0 2912869 O 01/01/34 0 9027378 286/286 F 70,200.00 ZZ 360 69,942.31 3 6.000 420.89 90 5.750 420.89 MECHANIC FALLS ME 04256 1 12/02/03 12 2815594 05 01/01/04 25 2815594 N 12/01/33 0 9027380 286/286 F 127,200.00 ZZ 360 126,598.66 1 8.500 978.06 95 8.250 978.06 TUCSON AZ 85742 1 07/18/03 10 2622435 05 09/01/03 25 2622435 O 08/01/33 0 9027386 286/286 F 232,000.00 ZZ 360 231,351.93 4 6.375 1,447.38 80 6.125 1,447.38 HIALEAH FL 33010 1 11/28/03 00 2961437 05 01/01/04 0 2961437 N 12/01/33 0 9027392 286/286 F 216,000.00 ZZ 360 214,884.54 1 7.625 1,528.84 90 7.375 1,528.84 BURKE VA 22015 1 07/30/03 10 2641414 03 09/01/03 25 1 2641414 N 08/01/33 0 9027398 286/286 F 202,000.00 ZZ 360 201,449.19 1 6.500 1,276.78 80 6.250 1,276.78 CROWNSVILLE MD 21032 1 11/25/03 00 2910282 05 01/01/04 0 2910282 O 12/01/33 0 9027400 286/286 F 110,000.00 ZZ 360 109,357.63 1 7.000 731.84 80 6.750 731.84 ST PETERSBURG FL 33712 1 07/28/03 00 2664712 05 09/01/03 0 2664712 O 08/01/33 0 9027402 286/286 F 226,000.00 ZZ 360 225,194.76 4 6.875 1,484.66 80 6.625 1,484.66 SELAH WA 98942 2 12/05/03 00 2903549 05 02/01/04 0 2903549 N 01/01/34 0 9027410 286/286 F 236,250.00 ZZ 360 235,707.35 4 7.375 1,631.73 90 7.125 1,631.73 PHOENIX AZ 85051 1 11/24/03 10 2903831 05 01/01/04 25 2903831 N 12/01/33 0 9027420 286/286 F 38,320.00 ZZ 360 38,186.37 1 7.875 277.85 80 7.625 277.85 KALAMAZOO MI 49004 1 09/08/03 00 2808789 05 11/01/03 0 2808789 N 10/01/33 0 1 9027428 286/286 F 75,600.00 ZZ 360 75,469.43 1 6.750 490.35 80 6.500 490.35 SAINT LOUIS MO 63121 1 12/04/03 00 2949626 05 02/01/04 0 2949626 O 01/01/34 0 9027432 286/286 F 323,950.00 ZZ 360 322,388.02 1 8.000 2,377.04 95 7.750 2,377.04 WEST PEABODY MA 01960 1 07/18/03 25 2580692 05 09/01/03 12 2580692 O 08/01/33 0 9027436 286/286 F 201,850.00 ZZ 360 201,475.08 1 6.375 1,259.29 95 6.125 1,259.29 COMMERCE TOWNSH MI 48390 1 12/04/03 10 2937119 01 02/01/04 30 2937119 O 01/01/34 0 9027440 286/286 F 114,550.00 ZZ 360 113,801.14 1 9.625 973.67 95 9.375 973.67 PLAINFIELD NJ 07060 1 01/24/03 21 1915094 05 03/01/03 30 1915094 O 02/01/33 0 9027444 286/286 F 136,000.00 ZZ 360 135,082.44 1 6.250 837.38 71 6.000 837.38 PORTLAND OR 97206 5 07/16/03 00 2253917 05 09/01/03 0 2253917 O 08/01/33 0 9027446 286/286 F 118,750.00 ZZ 360 118,441.52 1 6.750 770.22 95 6.500 770.22 1 FERNDALE MI 48220 5 11/21/03 11 2920912 05 01/01/04 25 2920912 O 12/01/33 0 9027452 286/286 F 160,000.00 ZZ 360 159,042.71 1 6.875 1,051.09 80 6.625 1,051.09 MERCED CA 95340 1 07/21/03 00 2542857 05 09/01/03 0 2542857 N 08/01/33 0 9027462 286/286 F 159,900.00 ZZ 360 159,352.80 1 6.375 997.57 80 6.125 997.57 CENTERVILLE MA 02632 1 11/25/03 00 2897347 05 01/01/04 0 2897347 N 12/01/33 0 9027464 286/286 F 183,000.00 ZZ 360 182,464.50 1 7.625 1,295.27 100 7.375 1,295.27 GLADSTONE OR 97027 1 10/09/03 10 2830114 05 12/01/03 25 2830114 O 11/01/33 0 9027470 286/286 F 90,000.00 ZZ 360 89,641.33 1 7.750 644.78 90 7.500 644.78 PORTLAND OR 97206 1 10/02/03 10 2489873 05 12/01/03 25 2489873 N 11/01/33 0 9027472 286/286 F 197,046.00 ZZ 360 196,495.55 1 6.375 1,229.32 80 6.125 1,229.32 CANONSBURG PA 15317 1 11/26/03 00 2812624 05 01/01/04 0 2812624 O 12/01/33 0 1 9027482 286/286 F 430,300.00 ZZ 360 429,335.94 1 7.500 3,008.73 84 7.250 3,008.73 LAS VEGAS NV 89135 1 11/01/03 10 1513534 05 01/01/04 25 1513534 O 12/01/33 0 9027484 286/286 F 216,000.00 ZZ 360 215,452.46 4 6.875 1,418.97 90 6.625 1,418.97 PATERSON NJ 07501 1 11/21/03 12 2866860 05 01/01/04 25 2866860 N 12/01/33 0 9027490 286/286 F 166,500.00 ZZ 360 165,943.97 1 9.000 1,339.70 90 8.750 1,339.70 POINT PLEASANT NJ 08742 1 08/12/03 10 2704746 05 10/01/03 25 2704746 N 09/01/33 0 9027492 286/286 F 240,000.00 ZZ 360 239,391.63 3 6.875 1,576.63 80 6.625 1,576.63 NEW HAVEN CT 06511 1 12/03/03 00 2915688 05 01/01/04 0 2915688 N 12/01/33 0 9027498 286/286 F 232,990.00 ZZ 360 232,105.76 1 8.375 1,770.90 90 8.125 1,770.90 AUBURN WA 98092 1 08/28/03 10 2726311 05 10/01/03 25 2726311 O 09/01/33 0 9027500 286/286 F 56,250.00 ZZ 360 56,055.15 1 1 7.000 374.24 69 6.750 374.24 ROCKFORD IL 61108 5 11/25/03 00 2913971 05 01/01/04 0 2913971 N 12/01/33 0 9027534 286/286 F 154,100.00 ZZ 360 153,304.12 1 7.625 1,090.72 100 7.375 1,090.72 PORTLAND OR 97203 1 07/14/03 10 2536492 05 09/01/03 25 2536492 O 08/01/33 0 9027538 286/286 F 151,200.00 ZZ 360 150,807.23 4 6.750 980.69 90 6.500 980.69 AUSTIN TX 78748 1 12/01/03 14 2947868 05 01/01/04 25 2947868 N 12/01/33 0 9027542 286/286 F 370,500.00 ZZ 360 369,569.16 1 8.375 2,816.07 95 8.125 2,816.07 WAKEFIELD MA 01880 1 10/31/03 10 2833099 05 12/01/03 25 2833099 O 11/01/33 0 9027546 286/286 F 71,800.00 ZZ 360 71,599.43 3 6.375 447.94 79 6.125 447.94 PLATTEVILLE WI 53818 1 11/26/03 00 2946088 05 01/01/04 0 2946088 N 12/01/33 0 9027550 286/286 F 294,250.00 ZZ 360 293,391.08 1 8.750 2,314.87 95 8.500 2,314.87 KENT WA 98042 1 09/04/03 10 2726320 05 11/01/03 25 1 2726320 O 10/01/33 0 9027554 286/286 F 244,000.00 ZZ 360 243,608.58 4 7.125 1,643.88 80 6.875 1,643.88 FRESNO CA 93722 1 12/01/03 00 2885527 05 02/01/04 0 2885527 N 01/01/34 0 9027560 286/286 F 210,792.00 ZZ 360 208,304.01 1 7.500 1,473.89 80 7.250 1,473.89 FONTANA CA 92336 1 12/12/02 00 1714101 05 02/01/03 0 1714101 O 01/01/33 0 9027566 286/286 F 112,500.00 ZZ 360 112,214.82 4 6.875 739.05 90 6.625 739.05 SUPERIOR WI 54880 1 12/05/03 12 2904425 05 01/01/04 25 2904425 N 12/01/33 0 9027568 286/286 F 180,000.00 ZZ 240 178,784.20 1 8.125 1,519.63 90 7.875 1,519.63 SAUGUS MA 01906 1 10/08/03 10 2816999 05 12/01/03 25 2816999 N 11/01/23 0 9027572 286/286 F 229,500.00 ZZ 360 228,918.23 2 6.875 1,507.66 90 6.625 1,507.66 CARTERET NJ 07007 1 11/24/03 11 2905429 05 01/01/04 25 2905429 O 12/01/33 0 1 9027574 286/286 F 370,950.00 ZZ 360 369,928.82 1 9.500 3,119.15 95 9.250 3,119.15 READING MA 01867 1 09/05/03 10 2677093 05 11/01/03 25 2677093 O 10/01/33 0 9027578 286/286 F 144,000.00 ZZ 360 143,774.64 2 7.250 982.34 90 7.000 982.34 AUSTIN TX 78756 1 11/25/03 11 2938426 05 02/01/04 25 2938426 N 01/01/34 0 9027582 286/286 F 88,000.00 ZZ 360 87,778.52 1 8.375 668.87 80 8.125 668.87 HOUSTON TX 77036 1 10/24/03 00 2872271 01 12/01/03 0 2872271 N 11/01/33 0 9027586 286/286 F 52,500.00 ZZ 360 52,409.33 1 6.750 340.52 77 6.500 340.52 BALTIMORE MD 21212 5 12/12/03 00 2820618 05 02/01/04 0 2820618 N 01/01/34 0 9027592 286/286 F 230,060.00 ZZ 360 229,157.40 1 6.500 1,454.14 93 6.250 1,454.14 BENSALEM PA 19020 1 11/26/03 04 2914391 05 01/01/04 25 2914391 O 12/01/33 0 9027598 286/286 F 240,750.00 ZZ 360 239,664.56 1 8.625 1,872.53 90 8.375 1,872.53 1 KANSAS CITY MO 64116 1 08/27/03 10 2689143 05 10/01/03 25 2689143 O 09/01/33 0 9027608 286/286 F 26,000.00 ZZ 360 25,940.27 1 7.375 179.58 80 7.125 179.58 KANSAS CITY MO 64127 1 12/01/03 00 2938101 05 01/01/04 0 2938101 N 12/01/33 0 9027614 286/286 F 26,000.00 ZZ 360 25,940.27 1 7.375 179.58 80 7.125 179.58 KANSAS CITY MO 64127 1 12/01/03 00 2938134 05 01/01/04 0 2938134 N 12/01/33 0 9027620 286/286 F 233,300.00 ZZ 360 232,708.60 3 6.875 1,532.62 94 6.625 1,532.62 NEW BEDFORD MA 02744 1 12/05/03 11 2887530 05 01/01/04 25 2887530 N 12/01/33 0 9027624 286/286 F 72,000.00 ZZ 360 71,826.23 3 7.125 485.08 90 6.875 485.08 LEWISTON ME 04240 1 12/02/03 11 2925313 05 01/01/04 25 2925313 N 12/01/33 0 9027634 286/286 F 188,000.00 ZZ 360 187,667.34 1 6.625 1,203.79 80 6.375 1,203.79 CHESAPEAKE VA 23323 1 12/03/03 00 2910728 05 02/01/04 0 2910728 O 01/01/34 0 1 9027644 286/286 F 320,000.00 ZZ 360 319,188.82 3 6.875 2,102.18 80 6.625 2,102.18 DORCHESTER MA 02124 1 11/28/03 00 2949106 05 01/01/04 0 2949106 N 12/01/33 0 9027646 286/286 F 83,750.00 ZZ 360 83,618.92 4 7.250 571.33 90 7.000 571.33 KANSAS CITY KS 66101 1 12/05/03 04 2537623 05 02/01/04 25 2537623 N 01/01/34 0 9027650 286/286 F 370,500.00 ZZ 360 369,560.82 1 6.875 2,433.93 95 6.625 2,433.93 LOS ANGELES CA 90035 1 11/18/03 11 2920831 01 01/01/04 30 2920831 O 12/01/33 0 9027660 286/286 F 202,500.00 ZZ 360 201,999.12 1 7.000 1,347.24 75 6.750 1,347.24 HINCKLEY OH 44233 5 11/25/03 00 2901547 05 01/01/04 0 2901547 N 12/01/33 0 9027662 286/286 F 365,750.00 ZZ 360 365,133.68 3 6.875 2,402.72 95 6.625 2,402.72 TARRYTOWN NY 10591 1 12/04/03 14 2357479 05 02/01/04 30 2357479 O 01/01/34 0 9027668 286/286 F 270,400.00 ZZ 360 269,778.93 1 1 7.375 1,867.59 80 7.125 1,867.59 ANNAPOLIS MD 21403 1 11/26/03 00 2889841 05 01/01/04 0 2889841 O 12/01/33 0 9027676 286/286 F 36,800.00 ZZ 360 36,708.95 1 7.000 244.84 80 6.750 244.84 BALTIMORE MD 21217 1 11/24/03 00 2918090 01 01/01/04 0 2918090 N 12/01/33 0 9027686 286/286 F 30,150.00 ZZ 360 30,080.75 2 7.375 208.24 90 7.125 208.24 ST LOUIS MO 63118 1 12/05/03 14 2927787 05 01/01/04 25 2927787 N 12/01/33 0 9027692 286/286 F 138,350.00 ZZ 360 138,105.18 1 6.625 885.88 80 6.375 885.88 BEAVERTON OR 97007 1 12/09/03 00 2910346 01 02/01/04 0 2910346 O 01/01/34 0 9027696 286/286 F 280,000.00 ZZ 360 279,528.17 4 6.875 1,839.41 80 6.625 1,839.41 REDLANDS CA 92373 1 12/03/03 00 2902301 05 02/01/04 0 2902301 N 01/01/34 0 9027732 U45/G01 F 70,000.00 ZZ 360 69,954.21 1 8.125 519.75 100 7.875 519.75 DES MOINES IA 50313 1 01/09/04 23 0437310261 05 03/01/04 0 1 00205330 N 02/01/34 0 9028436 253/G01 F 164,800.00 ZZ 360 164,554.62 1 7.500 1,152.31 103 7.250 1,152.31 HAVELOCK NC 28532 1 12/23/03 23 0437281793 03 02/01/04 0 336594 O 01/01/34 0 9028474 U35/U57 F 68,000.00 ZZ 360 67,919.41 1 8.625 528.90 85 8.125 528.90 BUCKHANNON WV 26201 5 12/24/03 23 0437272438 27 02/01/04 0 14405415 O 01/01/34 0 9029292 E22/U57 F 50,000.00 ZZ 360 49,964.71 1 7.750 358.21 100 7.500 358.21 NORFOLK VA 23513 1 01/09/04 10 0419512322 05 03/01/04 35 0419512322 N 02/01/34 0 9029296 E22/U57 F 57,000.00 ZZ 360 56,954.42 1 7.125 384.02 100 6.875 384.02 TOLEDO OH 43609 1 01/09/04 01 0419513684 05 03/01/04 35 0419513684 N 02/01/34 0 9029332 E22/U57 F 64,000.00 ZZ 360 63,974.57 1 10.500 585.43 100 10.000 585.43 NEW ALBANY IN 47150 1 01/09/04 23 0419489042 05 03/01/04 0 0419489042 O 02/01/34 0 1 9029334 E22/U57 F 51,000.00 ZZ 360 50,958.20 1 7.000 339.30 100 6.750 339.30 ALBANY GA 31705 1 01/09/04 10 0419490925 05 03/01/04 35 0419490925 N 02/01/34 0 9029348 E22/U57 F 96,000.00 ZZ 180 95,669.90 1 6.000 810.10 80 5.750 810.10 GREENVILLE NC 27858 5 01/09/04 00 0419495262 05 03/01/04 0 0419495262 N 02/01/19 0 9029362 E22/U57 F 86,900.00 ZZ 360 86,860.52 1 9.875 754.59 100 9.625 754.59 CHEYENNE WY 82007 1 01/09/04 23 0419504469 05 03/01/04 0 0419504469 O 02/01/34 0 9029432 E22/U57 F 120,000.00 ZZ 360 119,917.42 1 7.875 870.08 80 7.625 870.08 TAYLOR MI 48180 5 01/09/04 00 0419472246 05 03/01/04 0 0419472246 N 02/01/34 0 9029516 E22/U57 F 80,000.00 ZZ 360 79,955.15 1 8.875 636.52 100 8.625 636.52 KATY TX 77449 1 01/07/04 23 0419382981 03 03/01/04 0 0419382981 O 02/01/34 0 9029558 E22/U57 F 99,000.00 ZZ 360 97,869.45 1 7.375 683.77 90 7.125 683.77 1 POTTSTOWN PA 19464 5 01/05/04 23 0419342365 05 03/01/04 0 0419342365 O 02/01/34 0 9029698 E22/U57 F 54,700.00 ZZ 360 54,655.16 1 7.000 363.92 100 6.750 363.92 CENTRALIA IL 62801 1 01/09/04 01 0419044730 05 03/01/04 35 0419044730 O 02/01/34 0 9029712 E22/U57 F 34,200.00 ZZ 360 34,151.58 1 7.750 245.01 90 7.500 245.01 WEST PALM BEACH FL 33415 5 01/05/04 01 0419083944 01 02/01/04 12 0419083944 O 01/01/34 0 9029810 E22/U57 F 109,560.00 ZZ 360 109,346.48 1 6.125 665.70 80 5.875 665.70 TACOMA WA 98465 1 12/30/03 00 0419203336 05 02/01/04 0 0419203336 O 01/01/34 0 9029830 E22/U57 F 102,000.00 ZZ 360 101,922.38 2 7.375 704.49 85 7.125 704.49 NEW HAVEN CT 06519 5 01/09/04 01 0419211800 05 03/01/04 12 0419211800 N 02/01/34 0 9030302 K60/G01 F 80,400.00 ZZ 360 80,304.73 1 8.625 625.34 100 8.375 625.34 SAUK VILLAGE IL 60411 1 12/31/03 23 0437275084 05 02/01/04 0 87656 N 01/01/34 0 1 9030328 K60/G01 F 84,000.00 ZZ 360 83,895.22 1 8.375 638.46 100 8.125 638.46 CHARLOTTE NC 28212 1 01/05/04 23 0437275142 05 02/01/04 0 87665 N 01/01/34 0 9030614 286/286 F 243,900.00 ZZ 360 243,508.76 4 7.125 1,643.20 90 6.875 1,643.20 LAKEWOOD OH 44107 1 12/03/03 12 2958129 05 02/01/04 25 2958129 N 01/01/34 0 9030854 Q14/G01 F 152,920.00 ZZ 360 152,817.40 1 8.000 1,122.07 100 7.750 1,122.07 APACHE JUNCTION AZ 85219 1 01/05/04 23 0437292220 05 03/01/04 0 0000317715 N 02/01/34 0 9030974 W05/G01 F 175,000.00 ZZ 360 174,891.22 1 8.375 1,330.13 100 8.125 1,330.13 LAS VEGAS NV 89123 1 01/08/04 23 0437368061 03 03/01/04 0 0000108016 N 02/01/34 0 9031008 G33/G01 F 63,000.00 ZZ 360 62,959.83 1 8.250 473.30 100 8.000 473.30 CONVERSE TX 78109 1 01/07/04 23 0437367113 03 03/01/04 0 804102 N 02/01/34 0 9031320 R54/U56 F 61,500.00 ZZ 360 61,460.51 1 1 11.500 609.03 100 11.000 609.03 EL DORADO AR 71730 1 12/11/03 23 0437353758 05 02/01/04 0 2000008055 O 01/01/34 0 9031354 R54/U56 F 299,700.00 ZZ 360 299,230.28 1 9.250 2,465.56 90 8.750 2,465.56 MYRTLE BEACH SC 29572 5 11/18/03 23 0437354335 05 01/01/04 0 2000007836 O 12/01/33 0 9031366 R54/U56 F 164,825.00 ZZ 360 164,722.01 1 11.625 1,647.99 95 11.125 1,647.99 PINEVILLE LA 71360 5 12/26/03 23 0437354491 05 02/01/04 0 2000008176 O 01/01/34 0 9031466 R54/U56 F 50,000.00 ZZ 360 49,956.18 1 11.950 512.38 100 11.450 512.38 TALLULAH LA 71282 1 11/25/03 23 0437350366 05 01/01/04 0 2000008037 O 12/01/33 0 9031490 R54/U56 F 141,800.00 ZZ 360 141,674.01 1 10.000 1,244.40 95 9.500 1,244.40 GUYTON GA 31312 1 12/30/03 23 0437355613 05 02/01/04 0 2000008205 O 01/01/34 0 9031850 E22/U57 F 50,000.00 ZZ 360 49,976.67 1 9.750 429.58 100 9.500 429.58 HARTFORD AR 72938 5 01/07/04 23 0419527114 05 03/01/04 0 1 0419527114 O 02/01/34 0 9031854 E22/U57 F 78,250.00 ZZ 360 78,204.98 1 8.750 615.59 95 8.250 615.59 TEXAS CITY TX 77591 1 01/12/04 23 0419529797 05 03/01/04 0 0419529797 O 02/01/34 0 9031856 E22/U57 F 99,000.00 ZZ 360 98,938.47 1 8.375 752.47 90 8.125 752.47 BARTLETT TN 38133 1 01/12/04 23 0419535182 05 03/01/04 0 0419535182 O 02/01/34 0 9031976 E22/U57 F 76,500.00 ZZ 360 76,440.33 1 7.250 521.86 85 7.000 521.86 STATHAM GA 30666 5 01/12/04 10 0419447271 05 03/01/04 12 0419447271 N 02/01/34 0 9032028 E22/U57 F 192,000.00 ZZ 360 191,846.46 1 7.125 1,293.54 79 6.875 1,293.54 MIAMI FL 33182 5 01/06/04 00 0419419205 05 03/01/04 0 0419419205 O 02/01/34 0 9033772 W02/U57 F 52,000.00 ZZ 360 51,904.81 1 8.500 399.84 80 8.000 399.84 JACKSONVILLE FL 32244 5 12/31/03 00 0437361090 07 01/31/04 0 90002121 N 12/31/33 0 1 9034412 Q64/U57 F 115,200.00 ZZ 360 115,092.06 1 9.750 989.75 90 9.250 989.75 CLEVELAND TN 37312 5 12/05/03 23 0437292063 05 02/01/04 0 2105103505 O 01/01/34 0 9034742 Q64/U57 F 85,000.00 ZZ 360 84,922.44 1 9.875 738.10 100 9.375 738.10 DELAND FL 32724 1 12/19/03 23 0437289655 05 02/01/04 0 2109103247 O 01/01/34 0 9034752 Q64/U57 F 180,000.00 ZZ 360 179,731.99 1 7.500 1,258.59 100 7.000 1,258.59 WASHINGTON DC 20019 1 12/19/03 23 0437315773 05 02/01/04 0 2113102050 O 01/01/34 0 9034814 Q64/U57 F 146,200.00 ZZ 360 146,047.81 1 9.250 1,202.76 95 8.750 1,202.76 STAFFORD TX 77477 1 12/15/03 23 0437321110 03 02/01/04 0 2117102526 O 01/01/34 0 9034826 Q64/U57 F 65,000.00 ZZ 360 64,946.69 1 10.375 588.52 100 9.875 588.52 BROWNSVILLE TN 38012 1 12/18/03 23 0437293467 05 02/01/04 0 2105103185 O 01/01/34 0 9035540 E22/U57 F 82,800.00 ZZ 240 82,663.74 1 8.250 705.51 90 8.000 705.51 1 LA PORTE TX 77571 2 01/08/04 23 0419453378 03 03/01/04 0 0419453378 O 02/01/24 0 9035570 E22/U57 F 53,395.00 ZZ 360 53,353.34 1 7.250 364.25 95 7.000 364.25 SAN ANTONIO TX 78213 1 12/29/03 01 0419391016 05 03/01/04 30 0419391016 N 02/01/34 0 9035608 E22/U57 F 66,000.00 ZZ 180 65,805.01 1 7.750 621.24 88 7.500 621.24 GAINESVILLE FL 32841 2 01/08/04 23 0419334586 05 03/01/04 0 0419334586 O 02/01/19 0 9035656 E22/U57 F 88,350.00 ZZ 360 88,304.20 1 9.250 726.83 95 8.750 726.83 PEMBROKE PINES FL 33027 1 01/13/04 23 0419377635 01 03/01/04 0 0419377635 O 02/01/34 0 9035856 T24/U57 F 68,000.00 ZZ 360 67,756.86 1 7.750 487.17 80 7.250 487.17 PHOENIX AZ 85009 1 09/12/03 00 0437294028 05 11/01/03 0 0002807819 N 10/01/33 0 9035866 E22/U57 F 82,800.00 ZZ 360 82,732.13 1 7.000 550.87 90 6.625 550.87 CORAL SPRINGS FL 33065 1 01/13/04 23 0419263124 01 03/01/04 0 0419263124 O 02/01/34 0 1 9036242 Q82/U56 F 99,450.00 ZZ 360 99,069.87 1 8.340 753.44 85 7.840 753.44 HOLLAND MI 49423 2 08/29/03 23 0437310303 05 10/04/03 0 2080030839120 O 09/04/33 0 9036322 Q82/U56 F 68,000.00 ZZ 360 67,918.91 1 10.540 624.06 100 10.040 624.06 INDIANAPOLIS IN 46254 5 12/18/03 23 0437321003 01 01/22/04 0 2050031289240 O 12/22/33 0 9036510 Q82/U56 F 54,400.00 ZZ 240 54,047.04 1 8.450 470.38 80 7.950 470.38 CORBIN KY 40701 5 11/03/03 00 0437325715 27 12/07/03 0 2050031074330 O 11/07/23 0 9036592 Q82/U56 F 89,250.00 ZZ 360 89,052.35 1 8.990 717.49 85 8.490 717.49 SCRANTON PA 18510 2 11/14/03 23 0437296965 05 12/24/03 0 2030031166030 O 11/24/33 0 9036774 Q82/U56 F 116,755.00 ZZ 360 116,571.63 1 9.240 959.67 95 8.740 959.67 MURFREESBORO TN 37128 1 12/02/03 23 0437315476 05 01/02/04 0 2010031148350 O 12/02/33 0 9037498 Q82/U56 F 112,100.00 ZZ 360 111,978.71 1 1 10.990 1,066.71 95 10.490 1,066.71 HOUSTON TX 77096 1 11/20/03 23 0437315336 03 01/01/04 0 2320031131310 O 12/01/33 0 9037570 Q82/U56 F 99,750.00 ZZ 360 99,560.86 1 9.840 863.61 95 9.340 863.61 CEDAR RAPIDS IA 52404 1 11/24/03 23 0437307861 05 12/24/03 0 2280031187800 O 11/24/33 0 9037770 Q82/U56 F 130,000.00 ZZ 360 129,795.82 1 9.240 1,068.54 100 8.740 1,068.54 SCRANTON PA 18504 1 12/04/03 23 0437325772 05 01/04/04 0 2030031165460 O 12/04/33 0 9037886 Q82/U56 F 112,500.00 ZZ 360 112,309.95 1 8.890 896.32 75 8.390 896.32 TUNKHANNOCK PA 18657 5 11/21/03 00 0437319205 05 01/01/04 0 2030031166010 O 12/01/33 0 9037986 Q82/U56 F 57,950.00 ZZ 360 57,877.85 1 10.340 523.18 95 9.840 523.18 ROCHESTER NY 14613 1 12/09/03 23 0437305832 05 01/09/04 0 2020031194190 O 12/09/33 0 9038058 Q82/U56 F 120,745.00 ZZ 360 120,583.05 1 9.990 1,058.74 95 9.490 1,058.74 HARRISONBURG VA 22801 5 12/08/03 23 0437313075 05 01/12/04 0 1 2010031139050 O 12/12/33 0 9038152 Q82/U56 F 108,800.00 ZZ 360 108,435.90 1 8.990 874.65 85 8.490 874.65 INEZ KY 41224 5 09/05/03 23 0437325780 05 10/10/03 0 2010030890190 O 09/10/33 0 9038268 Q82/U56 F 153,900.00 ZZ 360 153,522.31 1 8.490 1,182.27 90 7.990 1,182.27 BETHEL PARK PA 15102 5 11/21/03 23 0437314040 05 12/26/03 0 2020031193880 O 11/26/33 0 9038322 Q82/U56 F 158,500.00 ZZ 360 158,033.49 1 7.590 1,118.04 80 7.090 1,118.04 SNOHOMISH WA 98290 5 10/27/03 00 0437325624 27 12/01/03 0 2230031063010 O 11/01/33 0 9038390 Q82/U56 F 110,500.00 ZZ 360 110,251.74 1 8.920 882.76 85 8.420 882.76 ORLANDO FL 32828 2 10/30/03 23 0437325582 27 12/04/03 0 2020030986290 O 11/04/33 0 9038414 Q82/U56 F 80,000.00 ZZ 360 79,753.69 1 8.490 614.57 92 7.990 614.57 YOUNGWOOD PA 15697 5 10/02/03 23 0437313240 05 11/07/03 0 2020030982710 O 10/07/33 0 1 9038426 Q82/U56 F 98,000.00 ZZ 360 97,558.69 1 7.890 711.59 35 7.390 711.59 BROCKTON MA 02301 5 10/03/03 00 0437315724 05 11/08/03 0 2090030941030 O 10/08/33 0 9038438 Q82/U56 F 153,900.00 ZZ 360 153,684.42 1 9.790 1,326.77 95 9.290 1,326.77 WAYNESVILLE NC 28786 5 11/21/03 23 0437314685 05 01/01/04 0 2010031145350 O 12/01/33 0 9038454 Q82/U56 F 155,000.00 ZZ 360 154,476.52 1 8.590 1,201.72 78 8.090 1,201.72 TABOR IA 51653 2 10/30/03 00 0437325467 05 12/04/03 0 2280030975400 O 11/04/33 0 9038474 Q82/U56 F 174,250.00 ZZ 360 173,831.01 1 8.590 1,350.97 85 8.090 1,350.97 GENESEO IL 61254 2 10/23/03 23 0437314073 05 12/01/03 0 2280031077880 O 11/01/33 0 9038478 Q82/U56 F 64,080.00 ZZ 360 63,958.68 1 9.740 550.08 90 9.240 550.08 FAYETTEVILLE NC 28311 1 11/10/03 23 0437315856 05 12/10/03 0 2010031023290 O 11/10/33 0 9038482 Q82/U56 F 104,754.00 ZZ 360 104,580.66 1 8.990 842.13 92 8.490 842.13 1 MARION IL 62959 5 11/17/03 23 0437305386 05 01/01/04 0 2070031013670 O 12/01/33 0 9039014 K60/G01 F 90,640.00 ZZ 360 90,580.71 2 8.125 673.00 100 7.875 673.00 WESTLAND MI 48186 1 01/07/04 23 0437290968 05 03/01/04 0 87706 N 02/01/34 0 9039632 M21/U56 F 105,000.00 ZZ 360 104,757.96 1 7.450 730.59 100 6.950 730.59 PINE GROVE PA 17963 5 11/21/03 23 0437381619 05 01/01/04 0 0001213875 O 12/01/33 0 9039634 M21/U56 F 325,000.00 ZZ 360 324,395.56 1 8.700 2,545.18 100 8.200 2,545.18 BRENTWOOD NY 11717 1 11/26/03 23 0437383193 05 01/01/04 0 0001214106 O 12/01/33 0 9039674 M21/U56 F 132,365.00 ZZ 360 132,157.85 1 7.250 902.97 100 6.750 902.97 DELANO CA 93215 1 12/11/03 23 0437432271 05 02/01/04 0 0001227424 O 01/01/34 0 9039734 M21/U56 F 90,000.00 ZZ 360 89,866.00 1 7.500 629.29 100 7.000 629.29 MANSFIELD OH 44903 1 12/17/03 23 0437386600 05 02/01/04 0 0001242400 O 01/01/34 0 1 9039924 M21/U56 F 81,000.00 ZZ 360 80,899.64 1 8.450 619.95 100 7.950 619.95 SEDGWICK KS 67135 1 12/17/03 23 0437382930 05 02/01/04 0 0001269846 O 01/01/34 0 9039962 M21/U56 F 96,000.00 ZZ 360 95,881.98 1 8.900 765.55 100 8.400 765.55 WICHITA KS 67203 5 12/24/03 23 0437382765 05 02/01/04 0 0001277429 O 01/01/34 0 9040386 M21/U56 F 304,000.00 ZZ 360 303,452.07 1 8.450 2,326.74 95 7.950 2,326.74 BEAR DE 19701 5 12/22/03 23 0437444664 03 02/01/04 0 0001260897 O 01/01/34 0 9040494 M21/U56 F 119,000.00 ZZ 360 118,913.44 1 7.600 840.23 85 7.100 840.23 MIAMI FL 33147 5 12/29/03 23 0437384563 05 03/01/04 0 0001247047 O 02/01/34 0 9040854 E22/U57 F 124,200.00 ZZ 360 124,147.92 1 10.250 1,112.96 90 9.750 1,112.96 GUNTERSVILLE AL 35976 1 01/14/04 23 0419520515 05 03/01/04 0 0419520515 O 02/01/34 0 9040894 E22/U57 F 135,850.00 ZZ 360 135,773.84 1 1 8.875 1,080.88 95 8.625 1,080.88 NEEDVILLE TX 77461 1 01/14/04 23 0419511969 03 03/01/04 0 0419511969 O 02/01/34 0 9041144 E22/U57 F 130,000.00 ZZ 180 129,050.35 1 5.625 1,070.85 84 5.375 1,070.85 SPOKANE WA 99208 2 01/08/04 10 0419218144 05 03/01/04 12 0419218144 O 02/01/19 0 9041288 E22/U57 F 72,200.00 ZZ 360 72,158.46 1 8.750 568.00 95 8.250 568.00 IOWA LA 70647 5 01/09/04 23 0419242342 05 03/01/04 0 0419242342 O 02/01/34 0 9041368 K60/G01 F 77,000.00 ZZ 360 76,903.94 1 8.375 585.26 100 8.125 585.26 CHARLOTTE NC 28227 1 01/02/04 23 0437318959 05 02/01/04 0 87528 N 01/01/34 0 9041606 Q14/G01 F 114,000.00 ZZ 360 113,927.31 1 8.250 856.44 100 8.000 856.44 PEORIA AZ 85345 1 01/14/04 23 0437319452 05 03/01/04 0 0000417832 N 02/01/34 0 9041846 K60/U56 F 76,500.00 ZZ 360 76,440.33 2 7.250 521.86 90 7.000 521.86 STEVENS POINT WI 54481 1 01/12/04 04 0437331929 05 03/01/04 25 1 88234 N 02/01/34 0 9042070 U19/G01 F 132,953.00 ZZ 360 132,866.03 1 8.125 987.17 100 7.875 987.17 LAVEEN AZ 85339 1 01/09/04 23 0437316870 03 03/01/04 0 11002929 N 02/01/34 0 9042126 Q14/G01 F 50,000.00 ZZ 360 49,966.45 1 8.000 366.88 100 7.750 366.88 KANSAS CITY KS 66101 1 01/12/04 23 0437292519 05 03/01/04 0 0000317653 N 02/01/34 0 9042408 K60/G01 F 124,070.00 ZZ 360 123,915.24 1 8.375 943.02 100 8.125 943.02 GLENN HEIGHTS TX 75154 1 12/31/03 23 0437319361 03 02/01/04 0 87892 N 01/01/34 0 9042418 J40/G01 F 53,750.00 ZZ 360 53,714.84 2 8.125 399.09 100 7.875 399.09 TULSA OK 74115 1 01/12/04 23 0437324007 05 03/01/04 0 1150343 N 02/01/34 0 9042448 K60/G01 F 128,880.00 ZZ 360 128,719.24 1 8.375 979.58 100 8.125 979.58 GLENN HEIGHTS TX 75154 1 12/31/03 23 0437319247 03 02/01/04 0 87897 N 01/01/34 0 1 9042692 Q82/U56 F 109,250.00 ZZ 360 109,008.08 1 8.990 878.27 95 8.490 878.27 BARTLETT TN 38135 5 11/03/03 23 0437308851 05 12/07/03 0 2010030897410 O 11/07/33 0 9042708 Q82/U56 F 71,100.00 ZZ 360 70,955.61 2 7.990 521.22 90 7.490 521.22 FOREST CITY PA 18421 5 11/25/03 23 0437321698 05 01/06/04 0 2030031166130 O 12/06/33 0 9042786 P37/U57 F 60,000.00 ZZ 360 59,918.79 1 7.999 440.22 80 7.499 440.22 LENOIR CITY TN 37771 1 12/22/03 00 0437371289 05 02/01/04 0 0312169807 O 01/01/34 0 9042844 Q82/U56 F 218,500.00 ZZ 300 217,684.80 1 6.990 1,542.92 79 6.490 1,542.92 QUEENS NY 11428 5 11/26/03 00 0437316920 05 01/02/04 0 2090031150340 O 12/02/28 0 9042924 Q82/U56 F 171,200.00 ZZ 360 170,852.36 1 7.990 1,255.02 80 7.490 1,255.02 MOON TOWNSHIP PA 15108 2 12/15/03 00 0437319718 05 01/25/04 0 2210031232720 O 12/25/33 0 9043084 Q82/U56 F 119,000.00 ZZ 360 118,822.63 1 9.490 999.75 100 8.990 999.75 1 SOUTH DAYTONA FL 32119 1 12/19/03 23 0437320310 05 01/18/04 0 2250031255590 O 12/18/33 0 9043138 Q82/U56 F 152,200.00 ZZ 360 151,923.69 1 8.540 1,174.61 102 8.040 1,174.61 AMHERST OH 44001 5 11/25/03 23 0437321771 05 01/01/04 0 2020031196630 O 12/01/33 0 9043158 Q82/U56 F 102,000.00 ZZ 360 101,786.51 1 7.840 737.10 85 7.340 737.10 ALTOONA PA 16601 5 11/25/03 23 0437321912 05 01/06/04 0 2030031168130 O 12/06/33 0 9043168 Q82/U56 F 127,500.00 ZZ 360 126,790.98 1 7.250 869.78 85 6.750 869.78 ALMA MI 48801 5 07/28/03 23 0437321268 27 09/01/03 0 2080030730490 O 08/01/33 0 9043180 Q82/U56 F 147,700.00 ZZ 360 147,221.57 1 8.240 1,108.59 83 7.740 1,108.59 PALACIOS TX 77465 5 10/01/03 23 0437319536 05 11/01/03 0 2320030821420 N 10/01/33 0 9043292 Q82/U56 F 66,405.00 ZZ 360 66,285.68 1 8.590 514.84 95 8.090 514.84 GRANITE CITY IL 62040 1 12/17/03 23 0437322423 05 01/20/04 0 2210031233020 O 12/20/33 0 1 9043328 Q82/U56 F 94,800.00 ZZ 360 94,558.50 1 6.850 621.19 80 6.350 621.19 CINCINNATI OH 45227 2 12/05/03 00 0437316797 05 01/09/04 0 2050031286960 O 12/09/33 0 9043344 N74/G01 F 82,000.00 ZZ 360 81,946.36 1 8.125 608.85 100 7.875 608.85 DAYTON OH 45420 1 01/02/04 23 0437385842 03 03/01/04 0 3300010726 O 02/01/34 0 9043368 G33/G01 F 87,350.00 ZZ 360 87,292.86 1 8.125 648.57 100 7.875 648.57 PLANO TX 75074 1 01/14/04 23 0437315922 05 03/01/04 0 804267 N 02/01/34 0 9043398 Q82/U56 F 159,800.00 ZZ 360 159,317.25 1 8.690 1,250.31 85 8.190 1,250.31 PALMYRA PA 17078 5 11/26/03 23 0437320856 05 01/02/04 0 2090031149050 O 12/02/33 0 9043422 Q82/U56 F 95,000.00 ZZ 240 94,671.92 1 7.890 788.13 100 7.390 788.13 HALLANDALE BEAC FL 33009 1 12/18/03 23 0437322688 05 02/01/04 0 2060031242220 O 01/01/24 0 9043514 U45/G01 F 124,000.00 ZZ 360 123,922.93 2 1 8.375 942.49 100 8.125 942.49 NASHVILLE TN 37211 1 01/12/04 23 0437314289 05 03/01/04 0 00205315 N 02/01/34 0 9043570 Q82/U56 F 58,800.00 ZZ 360 58,669.06 1 7.540 412.75 78 7.040 412.75 TAMPA FL 33610 5 11/25/03 00 0437323124 05 01/01/04 0 2250031152470 O 12/01/33 0 9043622 Q82/U56 F 137,750.00 ZZ 360 137,578.69 2 8.390 1,048.46 95 7.890 1,048.46 CHICAGO IL 60620 5 12/11/03 23 0437320252 05 02/01/04 0 2070031233150 O 01/01/34 0 9043634 Q82/U56 F 70,650.00 ZZ 360 70,568.24 1 8.740 555.30 90 8.240 555.30 AURORA IA 50607 5 12/23/03 23 0437320732 05 02/01/04 0 2280031293360 O 01/01/34 0 9043650 Q82/U56 F 77,500.00 ZZ 360 77,354.91 1 8.390 589.88 79 7.890 589.88 VERONA VA 24482 2 11/24/03 00 0437323058 05 01/01/04 0 2010031143810 O 12/01/33 0 9043658 Q82/U56 F 150,750.00 ZZ 360 150,441.22 1 7.950 1,100.90 90 7.450 1,100.90 MANASSAS VA 20110 1 12/23/03 23 0437317217 01 01/24/04 0 1 2010031261140 O 12/24/33 0 9043682 Q82/U56 F 213,750.00 ZZ 360 213,388.96 1 8.890 1,702.99 95 8.390 1,702.99 WEST HAVEN CT 06516 2 12/15/03 23 0437317670 05 01/19/04 0 2090031150680 O 12/19/33 0 9043780 Q82/U56 F 63,300.00 ZZ 360 63,175.02 1 9.540 534.11 100 9.040 534.11 ROANOKE VA 24016 1 11/25/03 23 0437321821 05 12/24/03 0 2010031024770 O 11/24/33 0 9043788 Q82/U56 F 120,900.00 ZZ 360 120,691.52 1 8.790 954.58 100 8.290 954.58 CONYERS GA 30094 1 12/05/03 23 0437322787 05 01/10/04 0 2330031237250 O 12/10/33 0 9043854 Q82/U56 F 50,000.00 ZZ 360 49,909.21 1 8.540 385.88 85 8.040 385.88 INDEPENDENCE IA 50644 5 12/04/03 23 0437325913 05 01/09/04 0 2280031188600 O 12/09/33 0 9043914 Q82/U56 F 61,200.00 ZZ 360 60,979.23 1 9.640 520.87 90 9.140 520.87 LANSING MI 48911 5 11/12/03 23 0437309149 05 12/17/03 0 2080031054170 O 11/17/33 0 1 9044024 Q82/U56 F 166,500.00 ZZ 360 166,175.33 1 8.190 1,243.85 90 7.690 1,243.85 CINCINNATI OH 45244 5 12/24/03 23 0437320005 05 01/29/04 0 2050031186610 O 12/29/33 0 9044088 Q82/U56 F 56,250.00 ZZ 240 55,645.45 1 8.990 505.74 75 8.490 505.74 GREENFIELD IN 46140 5 08/18/03 00 0437325178 05 09/18/03 0 2050030735150 N 08/18/23 0 9044098 Q82/U56 F 76,000.00 ZZ 180 75,395.09 1 9.040 772.66 80 8.540 772.66 GUTTENBERG NJ 07093 1 12/08/03 00 0437321060 01 01/08/04 0 2350031234760 O 12/08/18 0 9044114 Q82/U56 F 268,000.00 ZZ 360 266,855.78 1 7.790 1,927.40 80 7.290 1,927.40 BRADENTON FL 34212 5 08/19/03 00 0437322597 05 10/01/03 0 2230030740850 O 09/01/33 0 9044168 P37/U57 F 132,800.00 ZZ 360 132,539.51 1 8.250 997.69 95 7.750 997.69 FOUNTAIN INN SC 29644 2 11/20/03 23 0437370950 05 01/01/04 0 0311044342 O 12/01/33 0 9044218 Q82/U56 F 210,700.00 ZZ 360 209,790.66 1 7.990 1,544.58 84 7.490 1,544.58 1 DOYLESTOWN PA 18901 2 09/12/03 23 0437325103 03 10/22/03 0 2030030952750 O 09/22/33 0 9044366 Q82/U56 F 189,000.00 ZZ 360 188,729.89 1 9.690 1,615.49 90 9.190 1,615.49 GALLOWAY TWP NJ 08205 1 12/18/03 23 0437318991 05 01/18/04 0 2350031234560 O 12/18/33 0 9044444 Q82/U56 F 286,200.00 ZZ 360 285,112.24 1 7.990 2,098.04 90 7.490 2,098.04 SARATOGA SPRING NY 12866 5 11/21/03 23 0437309750 05 12/26/03 0 2090031046610 O 11/26/33 0 9044446 Q82/U56 F 80,000.00 ZZ 360 79,809.98 1 9.390 666.28 100 8.890 666.28 EVERETT PA 15537 1 12/23/03 23 0437322472 05 01/23/04 0 2030031271870 O 12/23/33 0 9044456 Q82/U56 F 53,200.00 ZZ 360 53,140.53 1 10.840 500.22 95 10.340 500.22 BOSSIER CITY LA 71111 1 12/23/03 23 0437309859 05 01/22/04 0 2250031256100 O 12/22/33 0 9044520 Q82/U56 F 168,000.00 ZZ 360 167,607.57 2 7.290 1,150.62 80 6.790 1,150.62 NEWARK NJ 07104 1 12/09/03 00 0437326200 05 01/10/04 0 2350031234590 O 12/10/33 0 1 9044524 Q82/U56 F 115,000.00 ZZ 360 114,775.75 1 8.190 859.12 100 7.690 859.12 DETROIT MI 48221 1 12/08/03 23 0437325970 05 01/09/04 0 2080031157150 O 12/09/33 0 9044736 Q82/U56 F 113,050.00 ZZ 360 112,896.76 1 9.940 987.09 95 9.440 987.09 FORT PIERCE FL 34982 5 12/23/03 23 0437319122 05 01/29/04 0 2060031243170 O 12/29/33 0 9044754 Q82/U56 F 176,690.00 ZZ 360 176,009.17 1 8.600 1,371.14 100 8.100 1,371.14 CREEDMOOR NC 27522 1 09/26/03 23 0437309933 03 10/26/03 0 2010030907740 O 09/26/33 0 9044760 Q82/U56 F 107,350.00 ZZ 360 107,305.84 1 10.340 969.16 95 9.840 969.16 CALUMET CITY IL 60409 1 01/08/04 23 0437309958 05 03/01/04 0 2070031234320 O 02/01/34 0 9044764 Q82/U56 F 171,400.00 ZZ 360 171,200.82 1 8.720 1,344.74 90 8.220 1,344.74 PLANO TX 75023 2 12/19/03 23 0437310162 05 02/01/04 0 2320031233230 O 01/01/34 0 9044768 Q82/U56 F 142,500.00 ZZ 360 142,024.22 1 1 8.090 1,054.57 99 7.590 1,054.57 EASTON PA 18045 5 10/02/03 23 0437317209 05 11/07/03 0 2020030985400 O 10/07/33 0 9044772 Q82/U56 F 77,130.00 ZZ 360 76,995.88 1 8.750 606.79 90 8.250 606.79 INDIANAPOLIS IN 46203 5 12/15/03 23 0437323272 05 01/18/04 0 2050031290360 O 12/18/33 0 9044796 Q82/U56 F 102,000.00 ZZ 360 101,658.24 1 7.490 712.51 85 6.990 712.51 MARTINSVILLE IN 46151 2 11/19/03 23 0437325475 27 12/24/03 0 2050031182200 O 11/24/33 0 9044908 E22/U57 F 104,500.00 ZZ 360 104,420.48 1 7.375 721.76 95 7.125 721.76 SPRING TX 77373 1 01/15/04 01 0419489125 03 03/01/04 30 0419489125 N 02/01/34 0 9044970 E22/U57 F 57,500.00 ZZ 360 57,456.25 1 7.375 397.14 100 7.125 397.14 SPOKANE WA 99207 1 01/08/04 10 0419446133 05 03/01/04 35 0419446133 N 02/01/34 0 9045074 E22/U57 F 301,500.00 ZZ 360 301,317.35 1 8.500 2,318.27 90 8.250 2,318.27 RAHWAY NJ 07065 1 01/15/04 23 0419408653 05 03/01/04 0 1 0419408653 O 02/01/34 0 9045080 E22/U57 F 114,000.00 ZZ 360 113,934.41 1 8.750 896.84 100 8.500 896.84 BLYTHEVILLE AR 72315 2 01/08/04 23 0419414008 05 03/01/04 0 0419414008 O 02/01/34 0 9045140 E22/U57 F 78,000.00 ZZ 360 77,943.55 1 7.625 552.08 100 7.375 552.08 KALAMAZOO MI 49007 1 01/15/04 01 0419307137 05 03/01/04 35 0419307137 N 02/01/34 0 9045220 E22/U57 F 54,150.00 ZZ 360 54,097.37 1 6.125 329.02 95 5.875 329.02 RICHMOND VA 23223 1 01/15/04 10 0419111943 05 03/01/04 30 0419111943 N 02/01/34 0 9045232 E22/U57 F 76,000.00 ZZ 360 75,963.59 1 9.625 645.99 95 9.125 645.99 BIRMINGHAM AL 35206 1 01/15/04 23 0419128764 05 03/01/04 0 0419128764 O 02/01/34 0 9045248 E22/U57 F 124,000.00 ZZ 180 123,621.38 3 7.375 1,140.70 80 7.125 1,140.70 MERIDEN CT 06450 5 01/15/04 00 0419185400 05 03/01/04 0 0419185400 N 02/01/19 0 1 9045362 E22/U57 F 62,434.00 ZZ 360 62,396.18 1 8.500 480.06 95 8.250 480.06 ELSIE MI 48831 1 01/15/04 23 0419519467 05 03/01/04 0 0419519467 O 02/01/34 0 9045372 E22/U57 F 140,800.00 ZZ 360 140,669.59 1 6.375 878.41 80 6.125 878.41 CANTON MI 48188 1 01/15/04 00 0419520366 05 03/01/04 0 0419520366 O 02/01/34 0 9045398 E22/U57 F 108,800.00 ZZ 360 108,696.77 1 6.250 669.90 80 6.000 669.90 SPRINGFIELD OR 97477 1 01/13/04 00 0419550264 05 03/01/04 0 0419550264 O 02/01/34 0 9045486 E22/U57 F 64,000.00 ZZ 360 63,939.27 1 6.250 394.06 80 6.000 394.06 FRESNO CA 93706 1 01/09/04 00 0419552559 05 03/01/04 0 0419552559 N 02/01/34 0 9046208 L21/U56 F 84,588.00 ZZ 360 84,521.89 1 10.600 780.10 95 10.100 780.10 TROY NY 12180 1 12/16/03 23 0437306756 05 02/01/04 0 70303604 O 01/01/34 0 9046462 K60/G01 F 53,750.00 ZZ 360 53,681.21 2 8.250 403.81 100 8.000 403.81 1 TULSA OK 74115 1 12/31/03 23 0437353345 05 02/01/04 0 87505 N 01/01/34 0 9047972 K60/G01 F 78,000.00 ZZ 360 77,948.97 2 8.125 579.15 100 7.875 579.15 FRANKLIN OH 45005 1 01/07/04 23 0437353212 05 03/01/04 0 87497 N 02/01/34 0 9048232 Q14/G01 F 135,000.00 ZZ 360 134,913.92 1 8.250 1,014.21 100 8.000 1,014.21 SURPRISE AZ 85379 1 01/14/04 23 0437411911 03 03/01/04 0 0000317738 N 02/01/34 0 9048594 W35/U57 F 85,500.00 ZZ 360 85,384.65 1 7.990 626.77 95 7.490 626.77 BONIFAY FL 32425 5 12/29/03 23 0437329154 05 02/05/04 0 26990 O 01/05/34 0 9048742 L21/U56 F 67,500.00 ZZ 180 67,141.90 1 9.000 684.63 90 8.500 684.63 PHILADELPHIA PA 19148 5 12/02/03 23 0437330558 07 02/01/04 0 0309ML0007 O 01/01/19 0 9048922 T38/T38 F 52,000.00 ZZ 360 51,950.75 1 9.700 444.86 100 9.200 444.86 CREWE VA 23930 1 12/15/03 23 6000079652 05 02/01/04 0 6000079652 O 01/01/34 0 1 9049248 T38/T38 F 83,000.00 ZZ 360 82,915.39 1 9.350 688.85 100 8.850 688.85 ABSECON NJ 08201 1 12/03/03 23 8000003519 01 02/01/04 0 8000003519 O 01/01/34 0 9049338 T38/T38 F 79,500.00 ZZ 360 79,271.65 1 7.950 580.58 100 7.450 580.58 WAIPAHU HI 96797 1 12/02/03 23 7000088409 01 02/01/04 0 7000088409 O 01/01/34 0 9049436 T38/T38 F 342,000.00 ZZ 360 341,378.76 1 6.490 2,159.43 90 5.990 2,159.43 MASSAPEQUA PARK NY 11762 1 12/05/03 23 8000001256 05 02/01/04 0 8000001256 O 01/01/34 0 9049574 T38/T38 F 500,000.00 ZZ 360 499,136.58 1 6.750 3,243.00 80 6.250 3,243.00 MERRICK NY 11566 1 12/12/03 00 8000003202 05 02/01/04 0 8000003202 O 01/01/34 0 9049610 T38/T38 F 261,000.00 ZZ 360 260,566.62 1 6.950 1,727.69 90 6.450 1,727.69 MEDFORD NY 11763 5 12/24/03 23 8000003213 05 02/01/04 0 8000003213 O 01/01/34 0 9049626 T38/T38 F 311,600.00 ZZ 360 311,179.60 2 1 7.990 2,284.24 95 7.490 2,284.24 BROOKLYN NY 11236 1 12/03/03 23 8000003220 05 02/01/04 0 8000003220 O 01/01/34 0 9049716 T38/T38 F 340,000.00 ZZ 360 339,551.39 1 8.100 2,518.55 100 7.600 2,518.55 GLENDALE NY 11385 1 12/19/03 23 7000086934 05 02/01/04 0 7000086934 O 01/01/34 0 9049754 T38/T38 F 199,000.00 ZZ 360 198,770.17 1 8.750 1,565.54 100 8.250 1,565.54 NAPLES FL 34112 1 12/31/03 23 6000084455 05 02/01/04 0 6000084455 O 01/01/34 0 9049768 T38/T38 F 404,000.00 ZZ 360 403,267.12 1 6.500 2,553.56 80 6.000 2,553.56 ANAHEIM CA 92806 1 12/04/03 00 1000143606 05 02/01/04 0 1000143606 O 01/01/34 0 9049786 T38/T38 F 247,000.00 ZZ 360 246,653.70 1 7.800 1,778.09 95 7.300 1,778.09 MEDFORD NY 11763 1 12/15/03 23 8000003341 05 02/01/04 0 8000003341 O 01/01/34 0 9049822 Q82/U56 F 85,000.00 ZZ 360 84,574.97 1 6.990 564.94 76 6.490 564.94 COTTAGE HILLS IL 62018 5 09/09/03 00 0437321870 05 10/20/03 0 1 2210030821840 O 09/20/33 0 9049840 T38/T38 F 174,000.00 ZZ 360 173,738.31 1 7.450 1,210.69 100 6.950 1,210.69 SOUTH EUCLID OH 44121 1 12/19/03 23 5000082940 05 02/01/04 0 5000082940 O 01/01/34 0 9049966 T38/T38 F 448,000.00 ZZ 360 447,263.40 1 7.000 2,980.56 80 6.500 2,980.56 CHINO CA 91710 1 12/03/03 00 1000139975 05 02/01/04 0 1000139975 O 01/01/34 0 9050080 T38/T38 F 404,000.00 ZZ 360 402,510.81 1 8.300 3,049.33 100 7.800 3,049.33 ST. CHARLES IL 60175 1 12/09/03 23 5000081203 05 02/01/04 0 5000081203 O 01/01/34 0 9050140 T38/T38 F 122,400.00 ZZ 360 122,161.10 1 8.490 940.29 90 7.990 940.29 MANALAPAN NJ 07726 1 12/17/03 23 6000082266 01 02/01/04 0 6000082266 O 01/01/34 0 9050180 T38/T38 F 175,650.00 ZZ 360 175,160.04 1 6.990 1,167.43 95 6.490 1,167.43 LANCASTER CA 93535 1 12/22/03 23 1000146841 05 02/01/04 0 1000146841 O 01/01/34 0 1 9050208 T38/T38 F 315,000.00 ZZ 360 314,632.43 2 8.700 2,466.87 90 8.200 2,466.87 BROOKLYN NY 11207 1 12/05/03 23 1000141529 05 02/01/04 0 1000141529 O 01/01/34 0 9050298 T38/T38 F 132,000.00 ZZ 360 131,803.45 1 7.500 922.97 100 7.000 922.97 MAYBROOK NY 12543 1 12/31/03 23 5000082641 07 02/01/04 0 5000082641 O 01/01/34 0 9050330 T38/T38 F 440,000.00 ZZ 360 439,217.65 1 6.600 2,810.10 80 6.100 2,810.10 OAK HILLS AREA CA 92345 5 12/03/03 00 1000141644 05 02/01/04 0 1000141644 O 01/01/34 0 9050344 T38/T38 F 164,700.00 ZZ 360 164,482.68 1 8.100 1,220.02 100 7.600 1,220.02 ALPHARETTA GA 30004 1 12/23/03 23 6000083576 03 02/01/04 0 6000083576 O 01/01/34 0 9050546 T38/T38 F 375,000.00 ZZ 360 374,389.49 1 7.050 2,507.49 100 6.550 2,507.49 BRONX NY 10469 1 12/17/03 23 8000004051 05 02/01/04 0 8000004051 O 01/01/34 0 9050562 Q82/U56 F 140,000.00 ZZ 360 138,810.78 1 5.750 817.01 80 5.250 817.01 1 SALT LAKE CITY UT 84106 1 06/09/03 00 0437326234 05 08/01/03 0 2260030640030 O 07/01/33 0 9050590 T38/T38 F 288,657.00 ZZ 360 288,276.12 2 8.100 2,138.23 95 7.600 2,138.23 BROOKLYN NY 11213 1 12/09/03 23 8000002298 05 02/01/04 0 8000002298 O 01/01/34 0 9050606 T38/T38 F 205,000.00 ZZ 360 204,694.77 1 7.500 1,433.39 100 7.000 1,433.39 ATLANTA GA 30331 1 12/18/03 23 6000083351 05 02/01/04 0 6000083351 O 01/01/34 0 9050712 T38/T38 F 91,400.00 ZZ 360 91,274.40 1 7.900 664.31 100 7.400 664.31 JACKSONVILLE FL 32244 1 12/31/03 23 6000084233 03 02/01/04 0 6000084233 O 01/01/34 0 9050854 T38/T38 F 379,600.00 ZZ 360 378,962.58 1 6.900 2,500.05 100 6.400 2,500.05 WHEATLEY HEIGHT NY 11798 1 12/15/03 23 5000080446 05 02/01/04 0 5000080446 O 01/01/34 0 9050910 T38/T38 F 476,000.00 ZZ 360 475,153.64 1 6.600 3,040.02 80 6.100 3,040.02 BRANDON FL 33511 1 12/23/03 00 6000081318 05 02/01/04 0 6000081318 O 01/01/34 0 1 9050922 T38/T38 F 260,000.00 ZZ 360 259,564.01 1 6.900 1,712.37 100 6.400 1,712.37 FONTANA CA 92336 1 12/01/03 23 1000142521 05 02/01/04 0 1000142521 O 01/01/34 0 9050952 T38/T38 F 123,500.00 ZZ 360 123,357.36 1 8.750 971.58 95 8.250 971.58 HENDERSON NV 89015 1 12/17/03 23 1000144755 05 02/01/04 0 1000144755 O 01/01/34 0 9051024 T38/T38 F 212,400.00 ZZ 360 212,108.16 1 7.900 1,543.74 90 7.400 1,543.74 WALLINGFORD CT 06492 1 12/12/03 23 8000003787 05 02/01/04 0 8000003787 O 01/01/34 0 9051122 T38/T38 F 180,000.00 ZZ 360 179,625.40 1 6.500 1,137.73 90 6.000 1,137.73 RIALTO CA 92376 5 12/16/03 23 1000145370 05 02/01/04 0 1000145370 O 01/01/34 0 9051168 T38/T38 F 360,500.00 ZZ 360 359,871.37 1 6.700 2,326.23 100 6.200 2,326.23 JEFFERSON STATI NY 11776 1 12/23/03 23 8000003829 05 02/01/04 0 8000003829 O 01/01/34 0 9051198 T38/T38 F 204,000.00 ZZ 360 203,586.62 1 1 8.000 1,496.88 100 7.500 1,496.88 PLANTATION FL 33324 1 12/05/03 23 6000081454 05 01/01/04 0 6000081454 O 12/01/33 0 9051280 T38/T38 F 214,000.00 ZZ 360 213,739.78 1 8.500 1,645.48 100 8.000 1,645.48 MIAMI FL 33173 1 12/19/03 23 6000083143 03 02/01/04 0 6000083143 O 01/01/34 0 9051304 T38/T38 F 315,000.00 ZZ 360 314,027.83 1 6.500 1,991.02 90 6.000 1,991.02 DOWNEY CA 90240 5 12/22/03 23 1000146868 05 02/01/04 0 1000146868 O 01/01/34 0 9051366 T38/T38 F 262,200.00 ZZ 360 261,809.58 1 7.500 1,833.35 100 7.000 1,833.35 "ST, ALBANS" NY 11412 1 12/15/03 23 5000082138 05 02/01/04 0 5000082138 O 01/01/34 0 9051386 T38/T38 F 193,000.00 ZZ 360 192,787.91 1 8.990 1,551.54 100 8.490 1,551.54 COLUMBIA MD 21044 1 12/12/03 23 5000079797 05 02/01/04 0 5000079797 O 01/01/34 0 9051420 T38/T38 F 119,000.00 ZZ 360 118,790.72 1 8.650 927.69 100 8.150 927.69 KENT OH 44240 1 12/22/03 23 5000082256 05 02/01/04 0 1 5000082256 O 01/01/34 0 9051460 T38/T38 F 149,435.00 ZZ 360 149,072.39 1 7.750 1,070.58 95 7.250 1,070.58 MIDDLETON ID 83644 1 12/19/03 23 1000146436 05 02/01/04 0 1000146436 O 01/01/34 0 9051702 T38/T38 F 182,500.00 ZZ 360 182,228.27 1 7.500 1,276.07 100 7.000 1,276.07 COTTONWOOD CA 96022 1 12/04/03 23 7000089277 05 02/01/04 0 7000089277 O 01/01/34 0 9051852 T38/T38 F 104,675.00 ZZ 360 104,537.98 1 8.150 779.05 100 7.650 779.05 VALRICO FL 33594 1 12/19/03 23 6000083140 09 02/01/04 0 6000083140 O 01/01/34 0 9052110 T38/T38 F 126,900.00 ZZ 360 126,626.73 2 7.950 926.73 90 7.450 926.73 ALBANY NY 12203 1 12/08/03 23 6000079278 05 02/01/04 0 6000079278 O 01/01/34 0 9052184 E22/U57 F 117,000.00 ZZ 180 116,597.69 2 6.000 987.31 90 5.750 987.31 LAKEWOOD OH 44107 5 01/16/04 10 0419619416 05 03/01/04 25 0419619416 N 02/01/19 0 1 9052300 E22/U57 F 210,900.00 ZZ 360 210,731.35 1 7.125 1,420.87 100 6.875 1,420.87 SOUTH HOLLAND IL 60473 1 01/16/04 01 0419526488 05 03/01/04 35 0419526488 O 02/01/34 0 9052304 E22/U57 F 76,000.00 ZZ 360 75,969.80 1 10.500 695.20 100 10.000 695.20 NILES MI 49120 1 01/16/04 23 0419528666 05 03/01/04 0 0419528666 O 02/01/34 0 9052328 E22/U57 F 52,800.00 ZZ 360 52,759.82 2 7.375 364.68 100 7.125 364.68 TOLEDO OH 43607 1 01/16/04 01 0419494000 05 03/01/04 35 0419494000 N 02/01/34 0 9052342 E22/U57 F 90,015.00 ZZ 360 89,968.34 1 9.250 740.53 85 8.750 740.53 JACKSONVILLE AL 36265 1 01/16/04 23 0419499710 05 03/01/04 0 0419499710 O 02/01/34 0 9052350 E22/U57 F 87,400.00 ZZ 360 87,357.01 1 9.500 734.91 95 9.000 734.91 CARROLLTON GA 30116 1 01/16/04 23 0419501945 05 03/01/04 0 0419501945 O 02/01/34 0 9052468 J95/U57 F 140,000.00 ZZ 360 139,686.32 1 7.500 978.91 80 7.000 978.91 1 DAYTONA BEACH FL 32127 5 11/18/03 00 0437403082 05 01/01/04 0 0045737384 N 12/01/33 0 9052504 U19/G01 F 180,000.00 ZZ 360 179,893.73 1 8.625 1,400.02 100 8.375 1,400.02 LAFAYETTE CO 80026 1 01/14/04 23 0437368616 05 03/01/04 0 0312100005 N 02/01/34 0 9052512 E22/U57 F 123,000.00 ZZ 360 122,932.81 1 9.000 989.69 100 8.750 989.69 NEW ORLEANS LA 70122 5 01/12/04 23 0419465794 05 03/01/04 0 0419465794 O 02/01/34 0 9052550 E22/U57 F 50,400.00 T 180 50,233.96 1 6.500 439.04 90 6.250 439.04 MERRITT ISLAND FL 32953 1 01/16/04 23 0419434113 05 03/01/04 0 0419434113 O 02/01/19 0 9052554 E22/U57 F 55,500.00 ZZ 360 55,459.83 2 7.625 392.83 100 7.375 392.83 INDIANAPOLIS IN 46219 1 01/16/04 01 0419436381 05 03/01/04 35 0419436381 N 02/01/34 0 9052562 E22/U57 F 56,600.00 ZZ 360 56,563.91 2 8.250 425.22 100 8.000 425.22 NAPOLEON OH 43545 1 01/16/04 01 0419440334 05 03/01/04 35 0419440334 N 02/01/34 0 1 9052636 E22/U57 F 69,000.00 ZZ 360 68,960.31 4 8.750 542.82 75 8.250 542.82 RADCLIFF KY 40160 1 01/16/04 00 0419406483 05 03/01/04 0 0419406483 N 02/01/34 0 9052644 E22/U57 F 64,000.00 ZZ 360 63,946.24 1 6.875 420.43 80 6.625 420.43 ARLINGTON TX 76010 1 01/16/04 00 0419407689 05 03/01/04 0 0419407689 N 02/01/34 0 9052646 E22/U57 F 100,000.00 ZZ 360 99,936.23 4 8.250 751.27 75 8.000 751.27 SAN ANTONIO TX 78228 5 01/15/04 00 0419408174 05 03/01/04 0 0419408174 N 02/01/34 0 9052666 E22/U57 F 63,200.00 ZZ 360 63,158.66 1 8.125 469.26 80 7.875 469.26 AUGUSTA GA 30906 2 01/09/04 00 0419314513 05 03/01/04 0 0419314513 N 02/01/34 0 9052700 J95/U57 F 118,400.00 ZZ 360 118,153.93 1 7.875 858.49 80 7.375 858.49 DAYTONA BEACH FL 32118 5 11/18/03 00 0437428055 05 01/01/04 0 0045787595 N 12/01/33 0 9052746 E22/U57 F 234,650.00 ZZ 360 234,507.84 1 1 8.500 1,804.26 95 8.250 1,804.26 NEWBURGH NY 12550 1 01/16/04 23 0419174883 05 03/01/04 0 0419174883 O 02/01/34 0 9052770 K60/G01 F 63,000.00 ZZ 360 62,962.80 1 8.625 490.01 100 8.375 490.01 APPLETON WI 54911 1 01/14/04 23 0437353584 05 03/01/04 0 87590 N 02/01/34 0 9053046 K60/G01 F 74,900.00 ZZ 360 74,796.56 1 7.875 543.08 100 7.625 543.08 SEAFORD DE 19973 1 01/05/04 23 0437353410 05 02/01/04 0 87696 N 01/01/34 0 9053074 K60/G01 F 116,000.00 ZZ 360 115,843.80 1 8.000 851.17 100 7.750 851.17 DOUGLASVILLE GA 30135 1 01/09/04 23 0437361926 05 02/01/04 0 87442 N 01/01/34 0 9053506 Y65/U57 F 383,800.00 ZZ 360 382,675.19 1 6.125 2,332.01 80 5.875 2,332.01 EL DORADO HILLS CA 95762 1 11/20/03 00 0437355324 05 01/01/04 0 40112331 O 12/01/33 0 9053508 Y65/U57 F 628,000.00 ZZ 360 626,746.51 1 6.000 3,765.18 78 5.750 3,765.18 SAN FRANCISCO CA 94131 5 12/04/03 00 0437361009 07 02/01/04 0 1 40116199 O 01/01/34 0 9053528 Y65/U57 F 370,000.00 ZZ 180 367,476.04 1 6.125 3,147.31 48 5.875 3,147.31 MELVILLE NY 11747 1 12/23/03 00 0437354970 05 02/01/04 0 40099789 O 01/01/19 0 9053536 Y65/U57 F 460,000.00 ZZ 180 456,760.81 1 5.750 3,819.89 70 5.500 3,819.89 LA VERNE CA 91750 5 12/05/03 00 0437361116 03 02/01/04 0 40115519 O 01/01/19 0 9053538 Y65/U57 F 600,000.00 ZZ 360 598,773.55 1 5.875 3,549.23 79 5.625 3,549.23 SAN FRANCISCO CA 94131 2 12/16/03 00 0437354988 05 02/01/04 0 40116869 O 01/01/34 0 9053544 Y65/U57 F 391,200.00 ZZ 360 390,381.16 1 5.750 2,282.94 80 5.500 2,282.94 SACRAMENTO CA 95818 1 12/01/03 00 0437354855 05 02/01/04 0 40116368 O 01/01/34 0 9053562 Y65/U57 F 385,200.00 T 360 384,467.12 1 6.250 2,371.74 80 6.000 2,371.74 ISSAQUAH WA 98027 2 12/19/03 00 0437359086 05 02/01/04 0 40120960 O 01/01/34 0 1 9053564 Y65/U57 F 650,000.00 ZZ 360 647,897.48 1 6.250 4,002.16 74 6.000 4,002.16 EL DORADO HILLS CA 95762 5 11/28/03 00 0437355266 03 01/01/04 0 40111906 O 12/01/33 0 9053572 K60/G01 F 127,500.00 ZZ 360 127,328.33 1 8.000 935.55 100 7.750 935.55 DECATUR GA 30032 1 01/05/04 23 0437332042 05 02/01/04 0 88070 N 01/01/34 0 9053574 Y65/U57 F 364,500.00 ZZ 360 363,839.19 1 6.500 2,303.89 90 6.250 2,303.89 LONG BEACH TOWN NY 11561 1 12/15/03 12 0437362171 05 02/01/04 25 40115793 O 01/01/34 0 9053576 Y65/U57 F 520,000.00 ZZ 360 518,439.24 1 6.000 3,117.66 80 5.750 3,117.66 SEAL BEACH CA 90740 5 11/14/03 00 0437351471 05 01/01/04 0 40114022 O 12/01/33 0 9053578 Y65/U57 F 419,400.00 ZZ 360 418,562.89 1 6.000 2,514.51 80 5.750 2,514.51 TRACY CA 95304 1 12/11/03 00 0437362379 05 02/01/04 0 40116567 O 01/01/34 0 9053586 Y65/U57 F 380,000.00 ZZ 360 379,259.44 1 6.125 2,308.92 80 5.875 2,308.92 1 OAKLAND CA 94619 1 12/01/03 00 0437352321 05 02/01/04 0 40115853 O 01/01/34 0 9053602 Y65/U57 F 466,000.00 ZZ 360 465,001.30 1 5.625 2,682.56 80 5.375 2,682.56 SOUTHLAKE TX 76092 1 12/17/03 00 0437360621 03 02/01/04 0 40116155 O 01/01/34 0 9053618 Y65/U57 F 608,000.00 ZZ 360 606,727.36 1 5.750 3,548.13 80 5.500 3,548.13 MCKINNEY TX 75070 1 12/17/03 00 0437354251 03 02/01/04 0 40116623 O 01/01/34 0 9053646 Y65/U57 F 536,000.00 ZZ 360 534,980.21 1 6.250 3,300.24 80 6.000 3,300.24 HUNTINGTON NY 11743 1 12/09/03 00 0437360837 05 02/01/04 0 NO4785 O 01/01/34 0 9053658 Y65/U57 F 550,950.00 ZZ 360 549,796.80 1 5.750 3,215.19 80 5.500 3,215.19 VERO BEACH FL 32963 1 12/15/03 00 0437351133 03 02/01/04 0 40118354 O 01/01/34 0 9053662 Y65/U57 F 394,000.00 ZZ 360 393,194.63 1 5.875 2,330.66 85 5.625 2,330.66 SACRAMENTO CA 95814 1 12/16/03 23 0437354756 05 02/01/04 0 40120176 O 01/01/34 0 1 9053664 Y65/U57 F 460,000.00 ZZ 360 459,037.16 1 5.750 2,684.44 80 5.500 2,684.44 VENTURA CA 93004 5 12/10/03 00 0437354582 05 02/01/04 0 40118712 O 01/01/34 0 9053670 Y65/U57 F 383,000.00 ZZ 360 381,822.79 1 5.875 2,265.59 80 5.625 2,265.59 HUNTINGTON BEAC CA 92649 5 11/25/03 00 0437355035 05 01/01/04 0 40112979 O 12/01/33 0 9053672 Y65/U57 F 512,000.00 ZZ 360 511,049.06 1 6.375 3,194.21 80 6.125 3,194.21 SAN JOSE CA 95130 2 12/11/03 00 0437362064 05 02/01/04 0 40120504 O 01/01/34 0 9053676 Y65/U57 F 415,000.00 ZZ 360 414,151.71 1 5.875 2,454.88 62 5.625 2,454.88 GRASS VALLEY CA 95945 5 12/09/03 00 0437353550 05 02/01/04 0 40118151 O 01/01/34 0 9053892 F89/U57 F 208,000.00 ZZ 360 207,825.26 1 6.875 1,366.41 80 6.625 1,366.41 NORWALK CA 90650 1 01/12/04 00 0437369150 05 03/01/04 0 13938617 O 02/01/34 0 9053930 W78/U57 F 71,100.00 ZZ 360 71,027.92 1 1 9.375 591.37 90 8.875 591.37 SAVANNAH GA 31405 1 12/10/03 23 0437330566 05 02/01/04 0 0041596629 N 01/01/34 0 9053948 K60/G01 F 165,000.00 ZZ 360 164,889.29 1 8.000 1,210.71 100 7.750 1,210.71 STONE MOUNTAIN GA 30087 1 01/09/04 23 0437353097 03 03/01/04 0 87271 N 02/01/34 0 9054602 E22/U57 F 137,600.00 ZZ 360 137,484.40 1 6.875 903.93 80 6.625 903.93 COLORADO SPRING CO 80922 5 01/14/04 00 0419549944 03 03/01/04 0 0419549944 O 02/01/34 0 9054624 E22/U57 F 78,325.00 ZZ 360 78,254.19 1 6.500 495.07 65 6.250 495.07 COLORADO SPRING CO 80917 1 01/20/04 00 0419576962 09 03/01/04 0 0419576962 O 02/01/34 0 9054630 E22/U57 F 63,750.00 ZZ 360 63,712.36 1 8.625 495.84 85 8.125 495.84 JACKSON MS 39212 1 01/16/04 23 0419505383 05 03/01/04 0 0419505383 O 02/01/34 0 9054700 E22/U57 F 95,000.00 ZZ 360 94,948.11 1 9.000 764.39 95 8.500 764.39 NAMPA ID 83651 5 01/14/04 23 0419498886 03 03/01/04 0 1 0419498886 O 02/01/34 0 9054804 E22/U57 F 281,000.00 ZZ 180 280,023.43 1 5.875 2,352.30 100 5.625 2,352.30 ARDEN NC 28704 1 01/20/04 01 0419439757 05 03/01/04 35 0419439757 O 02/01/19 0 9054812 E22/U57 F 148,500.00 ZZ 360 148,359.10 1 6.250 914.34 100 6.000 914.34 HOUSTON TX 77071 1 01/20/04 01 0419440540 03 03/01/04 35 0419440540 O 02/01/34 0 9054864 W78/U57 F 103,500.00 ZZ 360 103,374.14 1 8.500 795.83 90 8.000 795.83 RICHMOND VA 23237 5 12/12/03 23 0437329527 05 02/01/04 0 0041527973 O 01/01/34 0 9054948 E22/U57 F 76,000.00 ZZ 360 75,929.61 2 6.375 474.14 80 6.125 474.14 LOCKHART TX 78644 5 01/20/04 00 0419396023 05 03/01/04 0 0419396023 N 02/01/34 0 9054992 E22/U57 F 118,655.00 ZZ 360 118,547.73 1 6.500 749.98 95 6.250 749.98 FORT WORTH TX 76133 1 01/16/04 01 0419319215 05 03/01/04 30 0419319215 O 02/01/34 0 1 9055000 E22/U57 F 44,100.00 ZZ 360 44,062.03 1 6.750 286.03 90 6.500 286.03 BELLEVILLE IL 62226 2 01/13/04 01 0419336193 05 03/01/04 25 0419336193 O 02/01/34 0 9055166 E22/U57 F 73,700.00 ZZ 360 73,650.55 1 8.000 540.78 100 7.750 540.78 ARLINGTON TX 76014 1 01/20/04 01 0419499306 05 03/01/04 35 0419499306 N 02/01/34 0 9055500 B43/U57 F 91,000.00 ZZ 360 90,894.90 1 8.750 715.90 100 8.250 715.90 COVINGTON KY 41015 5 12/31/03 23 0437328636 05 02/01/04 0 41061 O 01/01/34 0 9055526 B43/U57 F 179,550.00 ZZ 360 179,377.27 1 9.625 1,526.16 95 9.125 1,526.16 CHARLOTTE NC 28226 1 12/23/03 23 0437328602 05 02/01/04 0 41854 O 01/01/34 0 9056030 W53/G01 F 266,560.00 ZZ 360 266,006.03 1 7.875 1,932.75 101 7.625 1,932.75 CRANSTON RI 02920 1 11/21/03 23 0437345572 05 01/01/04 0 1105101383 O 12/01/33 0 9056048 601/U57 F 242,000.00 ZZ 360 239,758.12 3 6.500 1,529.61 88 6.000 1,529.61 1 WORCESTER MA 01605 2 04/22/03 04 0437365539 05 06/01/03 25 62797857 N 05/01/33 0 9057326 W78/U57 F 73,150.00 ZZ 360 73,073.85 1 9.250 601.79 95 8.750 601.79 BEAUMONT TX 77707 1 12/19/03 23 0437333107 05 02/01/04 0 0041423624 O 01/01/34 0 9057570 K52/U56 F 75,000.00 ZZ 360 74,840.17 1 7.750 537.31 100 7.375 537.31 WEST READING PA 19611 5 11/20/03 23 0437333289 05 01/01/04 0 400634 O 12/01/33 0 9057616 K52/G01 F 103,000.00 ZZ 360 102,716.41 1 6.450 647.65 100 6.200 647.65 HOPEWELL VA 23860 5 12/03/03 23 0437333545 05 01/13/04 0 396277 O 12/13/33 0 9057630 K52/G01 F 214,035.00 ZZ 360 213,489.77 1 6.850 1,402.49 95 6.600 1,402.49 HARPERSFIELD NY 13786 5 11/28/03 23 0437333594 05 01/08/04 0 396758 O 12/08/33 0 9057650 K52/G01 F 108,150.00 ZZ 360 107,862.67 1 8.100 801.12 100 7.850 801.12 PASADENA TX 77505 1 11/24/03 23 0437333693 05 12/29/03 0 397217 O 11/29/33 0 1 9057752 K52/G01 F 189,900.00 ZZ 360 189,216.78 1 6.600 1,212.82 100 6.350 1,212.82 COLUMBIA HEIGHT MN 55421 1 11/25/03 23 0437334113 05 01/01/04 0 398815 O 12/01/33 0 9057762 K52/U56 F 119,000.00 ZZ 360 118,684.36 1 7.400 823.94 100 7.025 823.94 WAMPUM PA 16157 2 11/26/03 23 0437334162 05 01/08/04 0 399101 O 12/08/33 0 9057828 K52/G01 F 155,000.00 ZZ 360 154,405.08 1 8.350 1,175.38 100 8.100 1,175.38 POUGHKEEPSIE NY 12603 1 11/19/03 23 0437334519 05 12/24/03 0 357558 O 11/24/33 0 9057834 K52/U56 F 380,560.00 ZZ 360 379,159.20 1 6.450 2,392.90 100 6.075 2,392.90 NEWARK DE 19702 1 11/07/03 23 0437334543 05 12/15/03 0 314231 O 11/15/33 0 9057892 K52/U56 F 174,900.00 ZZ 360 174,406.38 1 7.800 1,259.06 100 7.425 1,259.06 PITTSBURGH PA 15108 1 10/29/03 23 0437334832 05 12/03/03 0 376638 O 11/03/33 0 9057896 K52/G01 F 60,000.00 ZZ 360 59,858.47 1 1 8.000 440.26 100 7.750 440.26 MACEDON NY 14502 1 12/05/03 23 0437334865 05 01/10/04 0 377115 O 12/10/33 0 9057990 K52/G01 F 78,300.00 ZZ 360 77,895.38 1 7.450 544.81 100 7.200 544.81 HORSEHEADS NY 14845 1 11/20/03 23 0437335185 05 12/25/03 0 402074 O 11/25/33 0 9058018 K52/G01 F 89,950.00 ZZ 360 89,517.08 1 7.400 622.80 100 7.150 622.80 FORT WORTH TX 76133 1 11/21/03 23 0437335334 05 12/26/03 0 403438 O 11/26/33 0 9058086 K52/G01 F 160,000.00 ZZ 360 159,455.01 1 6.850 1,048.42 100 6.600 1,048.42 EATON RAPIDS MI 48827 5 11/19/03 23 0437335672 05 12/29/03 0 406849 O 11/29/33 0 9058102 K52/G01 F 140,000.00 ZZ 360 139,643.36 1 6.850 917.37 100 6.600 917.37 CINCINNATI OH 45238 5 12/01/03 23 0437335763 05 01/10/04 0 407020 O 12/10/33 0 9058152 K52/G01 F 109,250.00 ZZ 360 108,935.70 1 6.850 715.88 98 6.600 715.88 TANEYTOWN MD 21787 5 12/05/03 23 0437336068 05 01/15/04 0 1 408273 O 12/15/33 0 9058188 K52/G01 F 290,000.00 ZZ 300 289,088.53 1 7.300 2,105.50 100 7.050 2,105.50 WATERLOO NE 68069 5 11/21/03 23 0437336258 05 01/01/04 0 409547 O 12/01/28 0 9058216 K52/G01 F 65,000.00 ZZ 360 64,719.17 1 7.100 436.83 99 6.850 436.83 KANSAS CITY MO 64114 5 11/21/03 23 0437336316 01 01/02/04 0 409654 O 12/02/33 0 9058220 K52/G01 F 145,930.00 ZZ 360 145,593.15 1 7.350 1,005.42 100 7.100 1,005.42 SUGAR LAND TX 77478 1 11/26/03 23 0437336332 05 01/03/04 0 409677 O 12/03/33 0 9058352 K52/G01 F 99,900.00 ZZ 360 99,612.36 1 7.700 712.25 100 7.450 712.25 HAMBURG NY 14219 1 11/24/03 23 0437337033 05 12/29/03 0 389189 O 11/29/33 0 9058376 K52/U56 F 108,000.00 ZZ 360 107,661.34 1 8.400 822.79 100 8.025 822.79 LOWELL MI 49331 1 10/10/03 23 0437337157 05 11/15/03 0 389924 O 10/15/33 0 1 9058404 K52/G01 F 60,000.00 ZZ 360 59,878.41 1 8.000 440.26 100 7.750 440.26 HOUSTON TX 77009 1 12/04/03 23 0437337306 05 01/09/04 0 390533 O 12/09/33 0 9058436 K52/G01 F 189,000.00 ZZ 360 188,036.67 1 6.600 1,207.07 100 6.350 1,207.07 MENTOR OH 44060 5 11/17/03 23 0437337488 05 12/26/03 0 391992 O 11/26/33 0 9058466 K52/G01 F 342,500.00 ZZ 360 341,652.82 1 7.000 2,278.67 100 6.750 2,278.67 WARMINSTER PA 18974 1 11/26/03 23 0437337645 05 01/01/04 0 392853 O 12/01/33 0 9058484 K52/G01 F 178,900.00 ZZ 360 178,296.57 1 6.900 1,178.24 100 6.650 1,178.24 CAPE MAY COURT NJ 08210 5 11/19/03 23 0437337736 05 12/29/03 0 393232 O 11/29/33 0 9058516 K52/G01 F 175,000.00 ZZ 360 174,369.47 1 6.600 1,117.66 100 6.350 1,117.66 WORCESTER MA 01606 1 11/14/03 23 0437337892 05 12/19/03 0 394248 O 11/19/33 0 9058562 K52/G01 F 155,000.00 ZZ 360 154,612.84 1 6.950 1,026.02 100 6.700 1,026.02 1 ELYSBURG PA 17824 5 12/03/03 23 0437338114 05 01/13/04 0 395129 O 12/13/33 0 9058712 K52/G01 F 56,000.00 ZZ 360 55,884.18 1 7.900 407.02 100 7.650 407.02 KNOXVILLE TN 37931 1 11/24/03 23 0437338908 05 01/01/04 0 413825 O 12/01/33 0 9058720 K52/G01 F 127,000.00 ZZ 240 126,241.87 1 6.750 965.67 100 6.500 965.67 NEWBURGH IN 47630 2 11/19/03 23 0437338940 05 01/01/04 0 414050 O 12/01/23 0 9058742 K52/G01 F 190,000.00 ZZ 360 189,481.92 1 6.500 1,200.93 100 6.250 1,200.93 FRONT ROYAL VA 22630 5 11/24/03 23 0437339054 05 01/06/04 0 405172 O 12/06/33 0 9058754 K52/G01 F 104,300.00 ZZ 360 103,981.66 1 6.750 676.49 100 6.500 676.49 JOHNSTOWN PA 15904 1 12/05/03 23 0437339112 05 01/19/04 0 405308 O 12/19/33 0 9058794 K52/G01 F 116,850.00 ZZ 180 115,375.10 1 7.100 1,056.83 95 6.850 1,056.83 MEBANE NC 27302 5 11/14/03 23 0437339328 05 12/24/03 0 400435 O 11/24/18 0 1 9058826 K52/G01 F 149,000.00 ZZ 360 148,642.17 1 7.150 1,006.36 100 6.900 1,006.36 CHATTANOOGA TN 37419 5 11/18/03 23 0437339492 05 01/01/04 0 401441 O 12/01/33 0 9058948 K52/G01 F 188,000.00 ZZ 360 187,459.46 1 6.225 1,154.50 100 5.975 1,154.50 MIDDLEBURG FL 32068 5 11/21/03 23 0437340110 05 01/01/04 0 405996 O 12/01/33 0 9058958 K52/G01 F 231,000.00 ZZ 360 230,382.18 1 6.600 1,475.31 100 6.350

RESIDENTIAL ASSET MORTGAGE PRODUCTS RAMP TRUST 2004-RS3 8-K