EX-10 2 ks5psafinal.txt EX 10.1 POOLING AND SERVICING AGREEMENT EXECUTION COPY RESIDENTIAL ASSET SECURITIES CORPORATION, Depositor, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and JPMORGAN CHASE BANK Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2004 Home Equity Mortgage Asset-Backed Pass-Through Certificates Series 2004-KS5

This Pooling and Servicing Agreement, effective as of May 1, 2004, among RESIDENTIAL ASSET SECURITIES CORPORATION, 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 twenty-one Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets. REMIC I As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group I Loans and certain other related assets (exclusive of the Mortgage Insurance Premium Taxes 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 of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.

REMIC II As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the Group II Loans and certain other related assets (exclusive of the Mortgage Insurance Premium Taxes 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 II." The Class R-II Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.

1 REMIC III As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests and REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC III. The Class R-III Certificates will represent the sole Class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance, certain features, month of Final Scheduled Distribution Date and initial ratings for each Class of Certificates comprising the interests representing "regular interests" in REMIC III. 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 III Regular Certificates shall be the Maturity Date.

_______________ (1) The REMIC III Regular Interest ownership of which is represented by the Class A-I-1 Certificates will accrue interest at a per annum rate equal to LIBOR plus 0.100%, subject to a payment cap as described in the definition of "Pass-Through Rate" herein and the provisions for the payment of Group I Net WAC Cap Shortfalls herein. (2) The REMIC III Regular Interests ownership of which is represented by the Class A-I-2, Class A-I-3, Class A-I-4, Class A-I-5, Class A-I-6, Class M-I-1, Class M-I-2 and Class M-I-3 Certificates are subject to a payment cap as described in the definition of "Pass-Through Rate" herein and the provisions for the payment of Group I Net WAC Cap Shortfalls herein. (3) Beginning on the second Distribution Date after the first possible Group I Optional Termination Date, the Pass-Through Rate for the Class A-I-5 Certificates will increase by 0.50% per annum. (4) The Class A-II and Class M-II Certificates will represent ownership of REMIC III Regular Interests together with certain rights to payments to be made from amounts received under the Hedge Agreement which will be deemed made for federal income tax purposes outside of REMIC III by the holder of the Class SB-II Certificates as the owner of the Hedge Agreement. (5) The REMIC III Regular Interests ownership of which is represented by the Class A-II and Class M-II Certificates, will accrue interest at a per annum rate equal to LIBOR plus the applicable Margin, each subject to a payment cap as described in the definition of "Pass-Through Rate" and the provisions for the payment of Group II Basis Risk Shortfalls herein. The Class A-II and Class M-II Certificates will also entitle their holders to certain payments from the Holder of the SB-II Certificates from amounts received under the Hedge Agreement, which will not be a part of their ownership of the REMIC III Regular Interests. (6) 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 Class SB-I Certificates and Class SB-II Certificates will each be comprised of two REMIC III regular interests, a principal only regular interest designated SB-I-PO and SB-II-PO, respectively, and an interest only regular interest designated SB-I-IO and SB-II-IO, respectively, which will be entitled to distributions as set forth herein. The rights of the Holder of the Class SB-II Certificates to payments from the Hedge Agreement shall be outside and apart from its rights under the REMIC III Regular Interests SB-II-IO and SB-II-PO. 2 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 each Class of Class A Certificates and Class M Certificates, interest accrued during the related Interest Accrual Period on the Certificate Principal Balance thereof immediately prior to such Distribution Date at the related Pass-Through Rate for that Distribution Date, less any interest shortfalls on the related Mortgage Loans not covered by Excess Cash Flow pursuant to Section 4.02, including Relief Act Shortfalls and Prepayment Interest Shortfalls, to the extent not covered by Compensating Interest pursuant to Section 3.16, but excluding the interest portion of Realized Losses, with all such reductions allocated on the Group I Loans to the Class A-I Certificates and the Class M-I Certificates on a pro rata basis, and allocated on the Group II Loans to the Class A-II Certificates and Class M-II Certificates on a pro rata basis, in each case in accordance with the amount of Accrued Certificate Interest which would have been due absent such reductions. Accrued Certificate Interest on each Class of Class A-II Certificates and Class M-II Certificates for any Distribution Date shall also be reduced by any interest shortfalls resulting from the failure of the Hedge Agreement Provider to make the required Hedge Payment for such Distribution Date, with all such reductions allocated to the Class A-II Certificates and Class M-II Certificates on a pro rata basis, based on the portion of the Hedge Payment each such Class was entitled to, but did not receive, on such Distribution Date. Accrued Certificate Interest for any Distribution Date shall further be reduced by the interest portion of Realized Losses allocated to any Class of Certificates pursuant to Section 4.05. Accrued Certificate Interest on the Class A-I Certificates (other than the Class A-I-1 Certificates) and, Class M-I Certificates shall accrue interest on the basis of a 360-day year consisting of twelve 30-day months. Accrued Certificate Interest on the Class A-I-1 Certificates, Class A-II Certificates and Class M-II Certificates shall accrue on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period. With respect to each Distribution Date and each Class of Class SB Certificates, interest accrued during the preceding Interest Accrual Period at the related Pass-Through Rate 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 in the related Loan Group including Prepayment Interest Shortfalls to the extent not covered by Compensating Interest pursuant to Section 3.16 or by Excess Cash Flow pursuant to Section 4.02(c)(vii), (viii), (ix) and (x) and Section 4.02(d)(ix), (x), (xi), and (xii). Accrued Certificate Interest on the Class SB Certificates shall accrue on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period. 3 Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of determination, the Mortgage Rate borne by the related Mortgage Note, less the rate at which the related Subservicing Fee accrues. Adjustment Date: With respect to each Group II Loan, each date set forth in the related Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes effective. Advance: With respect 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 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: With respect 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, Insurance Proceeds, REO 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 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: With respect to any Mortgaged Property, the lesser of (i) the appraised value of such Mortgaged Property based upon the appraisal made at the time of the origination of the related Mortgage Loan, and (ii) the sales price of the Mortgaged Property at such time of origination, except in the case of a Mortgaged Property securing a refinanced or modified Mortgage Loan as to which it is either the appraised value based upon the appraisal made at the time of origination of the loan which was refinanced or modified or the appraised value determined in an appraisal at the time of refinancing or modification, as the case may be. 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, attached hereto as Exhibit R. Balloon Loan: Each of the Mortgage Loans having an original term to maturity that is shorter than the related amortization term. 4 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 State of California, the State of Minnesota, the State of Texas, the State of New York or the State of Illinois (and such other state or states in which the Custodial Account or the Certificate Account are at the time located) are required or authorized by law or executive order to be closed. Capitalization Reimbursement Amount: With respect to either Loan Group and any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans in such Loan Group during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii). Cash Liquidation: With respect 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 of Residential Asset Securities Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2004-KS5" and which account shall be held for the benefit of the Certificateholders and which must be an Eligible Account. Certificate Account Deposit Date: With respect 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. Unless otherwise indicated in this Agreement, the Custodial Agreement or the Assignment Agreement, whenever reference is made to the actions taken by the Trustee on behalf of the Certificateholders. 5 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 Section 4.02(d) 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-I Certificate, on any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate multiplied by an amount equal to (i) the excess, if any, of (A) the then aggregate Stated Principal Balance of the Group I Loans over (B) the then aggregate Certificate Principal Balance of the Class A-I Certificates and Class M-I Certificates then outstanding, which represents the sum of (i) the Initial Principal Balance of the REMIC III Regular Interest SB-I-PO, as reduced by Realized Losses allocated thereto and payments deemed made thereon, and (ii) accrued and unpaid interest on the REMIC III Regular Interest SB-I-IO, as reduced by Realized Losses allocated thereto. With respect to each Class SB-II Certificate, on any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate multiplied by an amount equal to (i) the excess, if any, of (A) the then aggregate Stated Principal Balance of the Group II Loans over (B) the then aggregate Certificate Principal Balance of the Class A-II Certificates and Class M-II Certificates then outstanding, which represents the sum of (i) the Initial Principal Balance of the REMIC III Regular Interest SB-II-PO, as reduced by Realized Losses allocated thereto and payments deemed made thereon, and (ii) accrued and unpaid interest on the REMIC III Regular Interest SB-II-IO, as reduced by Realized Losses allocated thereto. 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: Collectively, the Class A-I Certificates and Class A-II Certificates. Class A-I Certificates: Collectively, the Class A-I-1 Certificates, Class A-I-2 Certificates, Class A-I-3 Certificates, Class A-I-4 Certificates, Class A-I-5 Certificates and Class A-I-6 Certificates. Class A-I Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for that Distribution Date, the Group I Principal Distribution Amount for that Distribution Date or (b) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for that Distribution Date, the lesser of: (i) the Group I Principal Distribution Amount for that Distribution Date; and (ii) the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class A-I Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated 6 Principal Balance of the Group I Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on that Distribution Date, over the Group I Overcollateralization Floor. 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-I Certificates, SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class 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-I Certificates, SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class 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-I Certificates, SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class 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-I Certificates, SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class 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, senior to the Class M-I Certificates, SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class A-I-6 Certificate: Any one of the Class A-I-6 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-I Certificates, SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class A-I-6 Lockout Distribution Amount: For any Distribution Date, the product of (x) the Class A-I-6 Lockout Percentage for that Distribution Date and (y) the Class A-I-6 Pro Rata Distribution Amount for that Distribution Date. In no event shall the Class A-I-6 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-6 Certificates immediately prior to such Distribution Date. 7 Class A-I-6 Lockout Percentage: For each Distribution Date, the applicable percentage set forth below: (i) for any Distribution Date from June 2004 through and including May 2007, 0%; (ii) for any Distribution Date from June 2007 through and including May 2009, 45%; (iii) for any Distribution Date from June 2009 through and including May 2010, 80%; (iv) for any Distribution Date from June 2010 through and including May 2011, 100%; and (v) for any Distribution Date from June 2011 and thereafter, 300%. Class A-I-6 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-6 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-A Certificate: Any one of the Class A-II-A 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-II Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group II-A Loans as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Hedge Agreement. Class A-II-A Margin: Initially, 0.230% per annum, and on any Distribution Date or on or after the second Distribution Date after the first possible Group II Optional Termination Date, 0.460% per annum. Class A-II-A Principal Distribution Amount: For any Distribution Date, the product of (x) the Class A-II Principal Distribution Amount for such Distribution Date and (y) a fraction, the numerator of which is the portion of the Class A-II Principal Allocation Amount related to the Group II-A Loans for such Distribution Date and the denominator of which is the Class A-II Principal Allocation Amount for all of the Group II Loans for such Distribution Date. Class A-II-B Certificates: Collectively, the Class A-II-B1 Certificates, Class A-II-B2 Certificates and Class A-II-B3 Certificates. Class A-II-B Principal Distribution Amount: For any Distribution Date, the product of (x) the Class A-II Principal Distribution Amount for such Distribution Date and (y) a fraction, the numerator of which is the portion of the Class A-II Principal Allocation Amount related to the Group II-B Loans for such Distribution Date and the denominator of which is the Class A-II Principal Allocation Amount for all of the Group II Loans for such Distribution Date. Class A-II-B1 Certificate: Any one of the Class A-II-B1 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-II Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group II-B Loans as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Hedge Agreement. 8 Class A-II-B1 Margin: Initially, 0.100% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 0.200% per annum. Class A-II-B2 Certificate: Any one of the Class A-II-B2 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-II Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group II-B Loans as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Hedge Agreement. Class A-II-B2 Margin: Initially, 0.220% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 0.440% per annum. Class A-II-B3 Certificate: Any one of the Class A-II-B3 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-II Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group II-B Loans as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Hedge Agreement. Class A-II-B3 Margin: Initially, 0.450% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 0.900% per annum. Class A-II Certificates: Collectively, the Class A-II-A Certificates and Class A-II-B Certificates. Class A-II Interest Distribution Amount: With respect to each Class of Class A-II Certificates and any Distribution Date, Accrued Certificate Interest thereon for that Distribution Date plus Accrued Certificate Interest thereon remaining unpaid from any prior Distribution Date shall be paid from the Group II Interest Remittance Amount and Group II Principal Remittance Amount, in the following priority: (i) first, concurrently, to the Class A-II-A Certificates from the Group II Interest Remittance Amount derived from the Group II-A Loans and to the Class A-II-B Certificates, pro rata, based upon the amount of Accrued Certificate Interest due thereon, from the Group II Interest Remittance Amount derived from the Group II-B Loans; (ii) second, to the Class A-II-A Certificates from the Group II Interest Remittance Amount derived from the Group II-B Loans or to the Class A-II-B Certificates, pro rata, based upon the amount of Accrued Certificate Interest due thereon, from the Group II Interest Remittance Amount derived from the Group II-A Loans, in each case after taking into account any payments made in clause (i) above; (iii) third, concurrently, to the Class A-II-A Certificates from the Group II Principal Remittance Amount derived from the Group II-A Loans and to the Class A-II-B Certificates, pro rata, based upon the amount of Accrued Certificate Interest due thereon, from the Group II Principal Remittance Amount derived from the Group II-B Loans, in each case after taking into account any payments made in clauses (i) and (ii) above; and (iv) fourth, to the Class A-II-A Certificates from the Group II Principal Remittance Amount derived from the Group II-B Loans or to the Class A-II-B Certificates, pro rata, based upon the amount of Accrued Certificate Interest due thereon, from the Group II Principal Remittance Amount derived from the Group II-A Loans, in each case after taking into account any payments made in clauses (i), (ii) and (iii) above. 9 Class A-II Principal Allocation Amount: With respect to any Distribution Date, the sum of (a) the Group II Principal Remittance Amount for that Distribution Date and (b) the principal portion of any Realized Losses incurred (or deemed to have been incurred) on the Group II 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 incurred (or deemed to have been incurred) on the Group II Loans in the calendar month preceding such Distribution Date, in determining the Class A-II-A Principal Distribution Amount and Class A-II-B Principal Distribution Amount, the available Excess Cash Flow will be allocated to the Class A-II-A Certificates and Class A-II-B Certificates, pro rata, based on the principal portion of Realized Losses on the Group II-A Loans and Group II-B Loans, respectively. Class A-II Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Group II Stepdown Date or on or after the Group II Stepdown Date if a Group II Trigger Event is in effect for that Distribution Date, the Group II Principal Distribution Amount for that Distribution Date or (b) on or after the Group II Stepdown Date if a Group II Trigger Event is not in effect for that Distribution Date, the lesser of: (i) the Group II Principal Distribution Amount for that Distribution Date; and (ii) the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class A-II 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 Group II Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group II Loans after giving effect to distributions to be made on that Distribution Date, over the Group II Overcollateralization Floor. Class M Certificates: Collectively, the Class M-I Certificates and Class M-II Certificates. Class M-I Certificates: Collectively, the Class M-I-1 Certificates, Class M-I-2 Certificates and Class M-I-3 Certificates. Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit C, senior to the Class M-I-2 Certificates, Class M-I-3 Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M-I-1 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for that Distribution Date, the remaining Group I Principal Distribution Amount for that Distribution Date after distribution of the Class A-I Principal Distribution Amount or (b) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for that Distribution Date, the lesser of: (i) the remaining Group I Principal Distribution Amount for that Distribution Date after distribution of the Class A-I Principal Distribution Amount; and 10 (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-I Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-I-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 Group I Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on that Distribution Date, over the Group I Overcollateralization Floor. Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit C, senior to the Class M-I-3 Certificates, Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. Class M-I-2 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for that Distribution Date, the remaining Group I Principal Distribution Amount for that Distribution Date after distribution of the Class A-I Principal Distribution Amount and the Class M-I-1 Principal Distribution Amount or (b) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for that Distribution Date, the lesser of: (i) the remaining Group I Principal Distribution Amount for that Distribution Date after distribution of the Class A-I Principal Distribution Amount and the Class M-I-1 Principal Distribution Amount; and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-I Certificates and Class M-I-1 Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount and the Class M-I-1 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-I-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 Group I Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on that Distribution Date, over the Group I Overcollateralization Floor. Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit C, senior to the Class SB Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans as set forth in Section 4.05, and evidencing an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions. 11 Class M-I-3 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Group I Stepdown Date or on or after the Group I Stepdown Date if a Group I Trigger Event is in effect for that Distribution Date, the remaining Group I Principal Distribution Amount for that Distribution Date after distribution of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2 Principal Distribution Amount or (b) on or after the Group I Stepdown Date if a Group I Trigger Event is not in effect for that Distribution Date, the lesser of: (i) the remaining Group I Principal Distribution Amount for that Distribution Date after distribution of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2 Principal Distribution Amount; and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-I Certificates, Class M-I-1 Certificates and Class M-I-2 Certificates (after taking into account the payment of the Class A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-I-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 Group I Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group I Loans after giving effect to distributions to be made on that Distribution Date, over the Group I Overcollateralization Floor. Class M-II Certificates: Collectively, the Class M-II-1 Certificates, Class M-II-2 Certificates and Class M-II-3 Certificates. Class M-II-1 Certificate: Any one of the Class M-II-1 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-II-2 Certificates, Class M-II-3 Certificates, Class SB Certificates and Class R 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 III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Hedge Agreement. Class M-II-1 Margin: Initially, 0.520% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 0.780% per annum. Class M-II-1 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Group II Stepdown Date or on or after the Group II Stepdown Date if a Group II Trigger Event is in effect for that Distribution Date, the remaining Group II Principal Distribution Amount for that Distribution Date after distribution of the Class A-II Principal Distribution Amount or (b) on or after the Group II Stepdown Date if a Group II Trigger Event is not in effect for that Distribution Date, the lesser of: (i) the remaining Group II Principal Distribution Amount for that Distribution Date after distribution of the Class A-II Principal Distribution Amount; and (ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A-II Certificates (after taking into account the payment of the Class A-II Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-II-1 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the 12 applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Group II Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group II Loans after giving effect to distributions to be made on that Distribution Date, over the Group II Overcollateralization Floor. Class M-II-2 Certificate: Any one of the Class M-II-2 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class M-II-3 Certificates, Class SB Certificates and Class R 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 III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Hedge Agreement. Class M-II-2 Margin: Initially, 1.100% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 1.650% per annum. Class M-II-2 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Group II Stepdown Date or on or after the Group II Stepdown Date if a Group II Trigger Event is in effect for that Distribution Date, the remaining Group II Principal Distribution Amount for that Distribution Date after distribution of the Class A-II Principal Distribution Amount and the Class M-II-1 Principal Distribution Amount or (b) on or after the Group II Stepdown Date if a Group II Trigger Event is not in effect for that Distribution Date, the lesser of: (i) the remaining Group II Principal Distribution Amount for that Distribution Date after distribution of the Class A-II Principal Distribution Amount and the Class M-II-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-II Certificates and Class M-II-1 Certificates (after taking into account the payment of the Class A-II Principal Distribution Amount and the Class M-II-1 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-II-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 Group II Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group II Loans after giving effect to distributions to be made on that Distribution Date, over the Group II Overcollateralization Floor. Class M-II-3 Certificate: Any one of the Class M-II-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, senior to the Class SB Certificates and Class R 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 III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Hedge Agreement. Class M-II-3 Margin: Initially, 2.200% per annum, and on any Distribution Date on or after the second Distribution Date after the first possible Group II Optional Termination Date, 3.300% per annum. Class M-II-3 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Group II Stepdown Date or on or after the Group II Stepdown Date if a Group II Trigger Event is in effect for that Distribution Date, the remaining Group II Principal Distribution Amount for that Distribution Date after distribution of the Class A-II Principal Distribution Amount, the Class M-II-1 Principal Distribution Amount and the Class M-II-2 Principal Distribution Amount or (b) on or after the Group II Stepdown Date if a Group II Trigger Event is not in effect for that Distribution Date, the lesser of: 13 (i) the remaining Group II Principal Distribution Amount for that Distribution Date after distribution of the Class A-II Principal Distribution Amount, the Class M-II-1 Principal Distribution Amount and the Class M-II-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-II Certificates, Class M-II-1 Certificates and Class M-II-2 Certificates (after taking into account the payment of the Class A-II Principal Distribution Amount, the Class M-II-1 Principal Distribution Amount and the Class M-II-2 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-II-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 Group II Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Group II Loans after giving effect to distributions to be made on that Distribution Date, over the Group II Overcollateralization Floor. Class R Certificate: Collectively, the Class R-I Certificates, Class R-II Certificates and Class R-III Certificates. Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC I for purposes of the REMIC Provisions. Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC II for purposes of the REMIC Provisions. Class R-III Certificate: Any one of the Class R-III Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC III for purposes of the REMIC Provisions. Class SB Certificate: Collectively, the Class SB-I Certificates and Class SB-II Certificates. Class SB-I Certificate: Any one of the Class SB-I Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, subordinate to the Class A Certificates and Class M Certificates with respect to distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing an interest comprised of "regular interests" in REMIC III for purposes of the REMIC Provisions. Class SB-II Certificate: Any one of the Class SB-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B, subordinate to the Class A Certificates and Class M Certificates with respect to distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing an interest comprised of "regular interests" in REMIC III together with certain rights to payments under the Hedge Agreement for purposes of the REMIC Provisions. 14 Closing Date: May 27, 2004. Code: The Internal Revenue Code of 1986. Commission: The Securities and Exchange Commission. Compensating Interest: With respect to any Distribution Date, any amount paid by the Master Servicer in accordance with Section 3.16(f). 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 JPMorgan Chase Bank, 4 New York Plaza, 6th Floor, New York, New York 10004, Attn: Institutional Trust Services/Global Debt, RASC 2004-KS5. For purposes of Section 3.21 of this Agreement, however, such term shall mean the office of the Mortgage Insurance Co-Trustee, located at 101 California Street, Suite 3800, San Francisco, CA 94111, or such other office as the Mortgage Insurance Co-Trustee shall designate. 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: Wells Fargo Bank, N.A., or any successor custodian appointed pursuant to a Custodial Agreement. Cut-off Date: May 1, 2004. Cut-off Date Principal Balance: With respect 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 in the month of the Cut-off Date), whether or not received. Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of principal. Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a proceeding under the Bankruptcy Code. 15 Definitive Certificate: Any definitive, fully registered Certificate. Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage Loan. Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59 days" or "30 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the next following monthly scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the second following monthly scheduled due date; and so on. The determination as to whether a Mortgage Loan falls into these categories is made as of the close of business on the last business day of each month. For example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of the close of business on August 31 would then be considered to be 30 to 59 days delinquent. Delinquency information as of the Cut-off Date is determined and prepared as of the close of business on the last business day immediately prior to the Cut-off Date. Depositor: As defined in the preamble hereto. Depository: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is Cede & Co. The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and a "clearing agency" registered pursuant to the provisions of Section 17A of the 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, including, if not otherwise included, any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for 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 16 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 either REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms "United States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. Distribution Date: The 25th day of any month beginning in June 2004 or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day. DTC Letter: The Letter of Representations, dated May 26, 2004, among the Trustee on behalf of the Trust Fund, JPMorgan Chase Bank, in its individual capacity as agent thereunder and the Depository. 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 Bank One, National Association, 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 or the Mortgage Insurance Premium Taxes 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 and each Loan Group, the lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of the related Mortgage Loans immediately preceding such Distribution Date and (b) the sum of the Servicing Fee and all income and gain on amounts held in the Custodial Account and the Certificate Account and payable to the Certificateholders with respect to such Distribution Date, in each case with respect to the related Loan Group; provided that for purposes of this definition the amount of the Servicing Fee will not be reduced pursuant to Section 7.02(a) except as may be required pursuant to the last sentence of such Section. 17 ERISA: The Employee Retirement Income Security Act of 1974, as amended. Event of Default: As defined in Section 7.01. Excess Cash Flow: Any Group I Excess Cash Flow or Group II Excess Cash Flow, as applicable. Exchange Act: The Securities Exchange Act of 1934, as amended. Expense Fee Rate: With respect to any Mortgage Loan as of any date of determination, the sum of the applicable Servicing Fee Rate, the per annum rate at which the applicable Subservicing Fee accrues and, where applicable, the Mortgage Insurance Premium Rate. 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: Federal Deposit Insurance Corporation or any successor thereto. Final Distribution Date: The Distribution Date on which the final distribution in respect of the Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than the end of the 90-day liquidation period described in Section 9.02. Final Scheduled Distribution Date: Solely for purposes of the face of the Certificates, as follows: with respect to the Class A-I-1 Certificates, the Distribution Date occurring in February 2023; with respect to the Class A-I-2 Certificates, the Distribution Date occurring in May 2025; with respect to the Class A-I-3 Certificates, the Distribution Date occurring in April 2030; with respect to the Class A-I-4 Certificates, the Distribution Date occurring in February 2032; with respect to the Class A-II-B1 Certificates, the Distribution Date occurring in December 2024; with respect to the Class A-II-B2 Certificates, the Distribution Date occurring in September 2033; and with respect to the Class A-I-5 Certificates, Class A-I-6 Certificates, Class A-II-A Certificates, Class A-II-B3 Certificates and Class M Certificates, the Distribution Date occurring in June 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 Balance of any Class of Class A Certificates or Class M Certificates on or before its Final Scheduled Distribution Date. Fitch: Fitch Ratings, or its successors in interest. Foreclosure Profits: With respect to any Distribution Date or related Determination Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the month in which such Cash Liquidation or REO Disposition occurred. Form 10-K Certification: As defined in Section 4.03(e). 18 Formula Rate: With respect to the Class A-I Certificates and Class M-I Certificates, a per annum rate equal to: (i) with respect to the Class A-I-1 Certificates, LIBOR plus 0.100%; (ii) with respect to the Class A-I-2 Certificates, 3.41%; (iii) with respect to the Class A-I-3 Certificates, 4.03%; (iv) with respect to the Class A-I-4 Certificates, 5.16%; (v) with respect to the Class A-I-5 Certificates and any Distribution Date occurring prior to the second Distribution Date following the first possible Group I Optional Termination Date, 5.60%, and with respect to any Distribution Date occurring on or after the second Distribution Date following the first possible Group I Optional Termination Date, 6.10%; (vi) with respect to the Class A-I-6 Certificates, 5.38%; (vii) with respect to the Class M-I-1 Certificates, 5.60%; (viii) with respect to the Class M-I-2 Certificates, 5.60%; and (ix) with respect to the Class M-I-3 Certificates, 5.60%; Freddie Mac: Freddie Mac, 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: With respect to each Group II Loan, the fixed percentage set forth in the related Mortgage Note and indicated on the Mortgage Loan Schedule 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 Available Distribution Amount: With respect to any Distribution Date, an amount equal to (a) the sum of (i) the amount relating to the Group I Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans that are Group I Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date with respect to the Group I Loans, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of the Group I Loans, (iv) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of the Group I Loans and (v) any amount deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in respect of the Group I Loans, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (i) the Mortgage Insurance Premium payable in respect of the Group I Loans to the MI Policy Provider, (ii) any payments or collections consisting of prepayment charges on the Group I Loans that were received during the related Prepayment Period, (iii) the Amount Held for Future Distribution with respect to the Group I Loans, and (iv) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Group I Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). 19 Group I Certificates: The Class A-I Certificates, Class M-I Certificates and Class SB-I Certificates. Group I Cut-off Date Balance: $300,000,159.03. Group I Excess Cash Flow: With respect to any Distribution Date, an amount equal to the sum of (A) the excess of (i) the Group I Available Distribution Amount for that Distribution Date over (ii) the sum of (a) the Group I Interest Distribution Amount for that Distribution Date and (b) the Group I Principal Remittance Amount for that Distribution Date to the extent not applied to pay interest on the Class A-I Certificates and Class M-I Certificates on such Distribution Date and (B) the Group I Overcollateralization Reduction Amount, if any, for that Distribution Date. Group I Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the Group I Overcollateralization Amount on such Distribution Date over (b) the Group I Required Overcollateralization Amount for such Distribution Date. Group I Interest Distribution Amount: For any Distribution Date, the amounts payable pursuant to Section 4.02(c)(i). Group I Loan: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-1. The Group I Loans relate to the Class A-I Certificates, Class M-I Certificates and Class SB-I Certificates. Group I Net WAC Cap Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Group I Loans using the Net Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans during the related Due Period, weighted on the basis of the respective Stated Principal Balances thereof for such Distribution Date (and in the case of the Class A-I-1 Certificates, multiplied by a fraction, the numerator of which is equal to 30 and the denominator of which is equal to the actual number of days in the related Interest Accrual Period). Group I Net WAC Cap Shortfalls: With respect to each Class of the Class A-I Certificates and Class M-I Certificates and each Distribution Date, the sum of (a) with respect to any Distribution Date on which the Group I Net WAC Cap Rate is used to determine the Pass-Through Rate of such Class, an amount equal the excess of (i) Accrued Certificate Interest for such Class calculated at the related Formula Rate, over (ii) Accrued Certificate Interest for such Class calculated using the Group I Net WAC Cap Rate, (b) any shortfalls for such Certificates calculated pursuant to clause (a) above remaining unpaid from prior Distribution Dates, and (c) one month's interest on the amount in clause (b) above (based on the number of days in the preceding Interest Accrual Period) at a per annum rate equal to the related Pass-Through Rate. Group I Optional Termination Date: Any Distribution Date on or after which the Stated Principal Balance (after giving effect to distributions to be made on such Distribution Date) of the Group I Loans is less than 10.00% of the Group I Cut-off Date Balance. Group I Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Group I Loans before giving effect to distributions of principal to be made on such Distribution Date over (b) the aggregate Certificate Principal Balance of the Class A-I Certificates and Class M-I Certificates immediately prior to such date. 20 Group I Overcollateralization Floor: With respect to the Group I Loans, an amount equal to the product of (a) 0.50% and (b) the Group I Cut-off Date Balance. Group I Overcollateralization Increase Amount: With respect to any Distribution Date, the lesser of (a) the sum of (1) the Group I Excess Cash Flow for such Distribution Date available to make payments pursuant to Section 4.02(c)(v) and (2) the Group II Excess Cash Flow for such Distribution Date available to make payments pursuant to Section 4.02(d)(viii), and (b) the excess of (1) the Group I Required Overcollateralization Amount for such Distribution Date over (2) the Group I Overcollateralization Amount for such Distribution Date. Group I Overcollateralization Reduction Amount: With respect to any Distribution Date, to the extent the Group I Excess Overcollateralization Amount is, after taking into account all other distributions to be made on such Distribution Date, greater than zero, the Group I Overcollateralization Reduction Amount shall be equal to the lesser of (i) the Group I Excess Overcollateralization Amount for that Distribution Date and (ii) the Group I Principal Remittance Amount for such Distribution Date. Group I Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the sum of (i) the excess of (x) the Group I Available Distribution Amount over (y) the Group I Interest Distribution Amount, and (ii) any Group II Excess Cash Flow used to pay principal on the Class A-I Certificates or Class M-I Certificates pursuant to Section 4.02(d), 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 that is a Group I Loan; (ii) the Stated Principal Balance of any Group I Loan repurchased during the related Prepayment Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan that is a Group I Loan pursuant to Section 2.03 or 2.04 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections, other than Subsequent Recoveries, on the Group I Loans (including, without limitation, Principal Prepayments in Full, Curtailments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related Prepayment Period (or deemed to have been so received) to the extent applied by the Master Servicer as recoveries of principal of the Group I Loans pursuant to Section 3.14; (iv) the principal portion of any Realized Losses incurred (or deemed to have been incurred) on any Group I Loans in the calendar month preceding such Distribution Date to the extent covered by Excess Cash Flow for such Distribution Date; and (v) the Group I Overcollateralization Increase Amount for such Distribution Date to the extent covered by Excess Cash Flow for such Distribution Date after the allocation of Excess Cash Flow pursuant to clause (iv) above; minus (vi) (A) the amount of any Group I Overcollateralization Reduction Amount for such Distribution Date and (B) the amount of any Capitalization Reimbursement Amount relating to the Group I Loans for such Distribution Date. 21 Group I Principal Remittance Amount: With respect to any Distribution Date, all amounts described in clauses (b)(i) through (iii) of the definition of Group I Principal Distribution Amount for that Distribution Date. Group I Required Overcollateralization Amount: With respect to any Distribution Date, (a) prior to the Group I Stepdown Date, an amount equal to 3.90% of the aggregate Stated Principal Balance of the Group I Loans as of the Cut-off Date, (b) on or after the Group I Stepdown Date provided a Group I Trigger Event is not in effect, the greater of (i) an amount equal to 7.80% of the aggregate outstanding Stated Principal Balance of the Group I Loans after giving effect to distributions made on that Distribution Date and (ii) the Group I Overcollateralization Floor and (c) on or after the Group I Stepdown Date if a Group I Trigger Event is in effect, an amount equal to the Group I Required Overcollateralization Amount from the immediately preceding Distribution Date. The Group I Required Overcollateralization Amount may be reduced so long as written confirmation is obtained from each Rating Agency that such reduction shall not reduce the ratings assigned to the Class A-I Certificates and Class M-I 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. Group I Senior Enhancement Percentage: For any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of (i) the aggregate Certificate Principal Balance of the Class M-I-1, Class M-I-2 and Class M-I-3 Certificates and (ii) the Group I Overcollateralization Amount, in each case prior to the distribution of the Group I Principal Distribution Amount on such Distribution Date, and the denominator of which is the Group I Stated Principal Balance after giving effect to distributions to be made on that Distribution Date. Group I Stepdown Date: That Distribution Date which is earliest to occur of (a) the Distribution Date immediately succeeding the Distribution Date on which the aggregate Certificate Principal Balance of the Class A-I Certificates has been reduced to zero and (b) the later to occur of (i) the Distribution Date in June 2007 and (ii) the first Distribution Date on which the Group I Senior Enhancement Percentage is equal to or greater than 26.30%. Group I Trigger Event: A Group I Trigger Event is in effect with respect to any Distribution Date on or after the Group I Stepdown Date if either (a) the product of 1.45 and the Sixty-Plus Delinquency Percentage for the Group I Loans and that Distribution Date, equals or exceeds the Group I Senior Enhancement Percentage for that Distribution Date or (b) on or after the Distribution Date in June 2007, the aggregate amount of Realized Losses on the Group I Loans as a percentage of the Group I Cut-off Date Balance exceeds the following amounts: (i) from June 2007 to and including May 2008: 2.00% with respect to June 2007, plus an additional 1/12th of 1.25% for each month thereafter; (ii)from June 2008 to and including May 2009: 3.25% with respect to June 2008, plus an additional 1/12th of 1.00% for each month thereafter; (iii) from June 2009 to and including May 2010: 4.25% with respect to June 2009, plus an additional 1/12th of 0.75% for each month thereafter; and (iv)June 2010 and thereafter: 5.00%. Group II-A Loan: The Mortgage Loans designated as Group II-A Loans on the Mortgage Loan Schedule attached hereto as Exhibit F-2. 22 Group II Available Distribution Amount: With respect to any Distribution Date, an amount equal to (a) the sum of (i) the amount relating to the Group II Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans that are Group II Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date with respect to the Group II Loans, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of the Group II Loans, (iv) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of the Group II Loans and (v) any amount deposited in the Certificate Account pursuant to Section 4.07, 4.08 or 9.01 in respect of the Group II Loans, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (i) any payments or collections consisting of prepayment charges on the Group II Loans that were received during the related Prepayment Period, (ii) the Amount Held for Future Distribution with respect to the Group II Loans, and (iii) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Group II Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Group II Basis Risk Shortfalls: With respect to each Class of the Class A-II Certificates and Class M-II Certificates and any Distribution Date, the sum of (a) with respect to any Distribution Date on which the Group II Net WAC Cap Rate is used to determine the Pass-Through Rate of such Class, an amount equal to the sum of (i) the excess of (x) Accrued Certificate Interest for such Class calculated at a per annum rate equal to LIBOR plus the related Margin for such Distribution Date; provided that this rate is no greater than the Group II Weighted Average Maximum Net Mortgage Rate, over (y) Accrued Certificate Interest for such Class calculated using the Group II Net WAC Cap Rate, and (ii) an amount equal to any reduction in the Accrued Certificate Interest of such Class due to the failure of the Hedge Agreement Provider to make any required Hedge Payment with respect to such Distribution Date, (b) any shortfalls for such Class calculated pursuant to clause (a) above remaining unpaid from prior Distribution Dates, and (c) one month's interest on the amount in clause (b) (based on the number of days in the preceding Interest Accrual Period) at a per annum rate equal to the lesser of (i) LIBOR plus the related Margin for such Distribution Date and (ii) the Group II Weighted Average Maximum Net Mortgage Rate. Group II-B Loan: The Mortgage Loans designated as Group II-B Loans on the Mortgage Loan Schedule attached hereto as Exhibit F-3. Group II Certificates: The Class A-II Certificates, Class M-II Certificates and Class SB-II Certificates. Group II Cut-off Date Balance: $875,001,398.86. Group II Excess Cash Flow: With respect to any Distribution Date, an amount equal to the sum of (A) the excess of (i) the Group II Available Distribution Amount for that Distribution Date increased by the amount, if any, paid from the Hedge Payment for that Distribution Date pursuant to Section 4.02(d)(iii) over (ii) the sum of (a) the Group II Interest Distribution Amount for that Distribution Date and (b) the Group II Principal Remittance Amount for that Distribution Date to the extent not applied to pay interest on the Class A-II Certificates and Class M-II Certificates and (B) the Group II Overcollateralization Reduction Amount, if any, for that Distribution Date. Group II Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the Group II Overcollateralization Amount on such Distribution Date over (b) the Group II Required Overcollateralization Amount for such Distribution Date. 23 Group II Interest Distribution Amount: For any Distribution Date, the amounts payable pursuant to Section 4.02(d)(i)-(iii). Group II Interest Remittance Amount: With respect to any Distribution Date, the portion of the Group II Available Distribution Amount for that Distribution Date attributable to interest received or advanced with respect to the Group II Loans. Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two sub-groups of mortgage loans referred to as the Group II-A Loans and the Group II-B Loans. The Group II Loans relate to the Class A-II Certificates, Class M-II Certificates and Class SB-II Certificates. Group II Net WAC Cap Rate: With respect to any Distribution Date, the sum of (a) 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 and (ii) a fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period, and (b) a per annum rate equal to (i) the amount, if any, required to be paid under the Hedge Agreement, with respect to such Distribution Date divided by (ii) the aggregate Stated Principal Balances of the Group II Loans 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; provided, however, that the Group II Net WAC Cap Rate shall never be greater than the Group II Weighted Average Maximum Net Mortgage Rate for the related Distribution Date. Group II Optional Termination Date: Any Distribution Date on or after which the Stated Principal Balance (after giving effect to distributions to be made on such Distribution Date) of the Group II Loans is less than 10.00% of the Group II Cut-off Date Balance. Group II Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Group II 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-II Certificates and Class M-II Certificates immediately prior to such date. Group II Overcollateralization Floor: With respect to the Group II Loans, an amount equal to the product of (a) 0.50% and (b) the Group II Cut-off Date Balance. Group II Overcollateralization Increase Amount: With respect to any Distribution Date, the lesser of (a) the sum of (1) the Group II Excess Cash Flow for such Distribution Date available to make payments pursuant to Section 4.02(d)(vii) and (2) the Group I Excess Cash Flow for such Distribution Date available to make payments pursuant to Section 4.02(c)(vi), and (b) the excess of (1) the Group II Required Overcollateralization Amount for such Distribution Date over (2) the Group II Overcollateralization Amount for such Distribution Date; provided, that until the Distribution Date in August 2004, the Group II Overcollateralization Increase Amount shall be $0. Group II Overcollateralization Reduction Amount: With respect to any Distribution Date, to the extent the Group II Excess Overcollateralization Amount is, after taking into account all other distributions to be made on such Distribution Date, greater than zero, the Group II Overcollateralization Reduction Amount shall be equal to the lesser of (i) the Group II Excess Overcollateralization Amount for that Distribution Date and (ii) the Group II Principal Remittance Amount on such Distribution Date. 24 Group II Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the sum of (i) the excess of (x) Group II Available Distribution Amount over (y) the Group II Interest Distribution Amount, and (ii) any Group I Excess Cash Flow used to pay principal on the Class A-II Certificates and Class M-II Certificates pursuant to Section 4.02(c), 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 that is a Group II Loan; (ii) the Stated Principal Balance of any Group II Loan repurchased during the related Prepayment Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan that is a Group II Loan pursuant to Section 2.03 or 2.04 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections, other than Subsequent Recoveries, on the Group II Loans (including, without limitation, Principal Prepayments in Full, Curtailments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related Prepayment Period (or deemed to have been so received) to the extent applied by the Master Servicer as recoveries of principal of the Group II Loans pursuant to Section 3.14; (iv) the principal portion of any Realized Losses incurred (or deemed to have been incurred) on any Group II Loans in the calendar month preceding such Distribution Date to the extent covered by Excess Cash Flow for such Distribution Date; and (v) the Group II Overcollateralization Increase Amount for such Distribution Date to the extent covered by Excess Cash Flow for such Distribution Date after the allocation of Excess Cash Flow pursuant to clause (iv) above; minus (vi) (A) the amount of any Group II Overcollateralization Reduction Amount for such Distribution Date and (B) the amount of any Capitalization Reimbursement Amount relating to the Group II Loans for such Distribution Date. Group II Principal Remittance Amount: With respect to any Distribution Date, all amounts described in clauses (b)(i) through (iii) of the definition of Group II Principal Distribution Amount for that Distribution Date. Group II REMIC Interest Amount: For any Distribution Date and each Class of Class A-II Certificates and Class M-II Certificates, the Accrued Certificate Interest for such Class reduced by the portion thereof attributable to the excess, if any, of the related Pass-Through Rate over the related Group II REMIC Net WAC Rate. Group II REMIC Net WAC Rate: For any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Group II Loans using the Net Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans during the related Due Period, weighted on the basis of the respective Stated Principal Balances thereof for such Distribution Date and (ii) a fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period. 25 Group II Required Overcollateralization Amount: With respect to any Distribution Date, (a) prior to the Group II Stepdown Date, an amount equal to 2.45% of the aggregate Stated Principal Balance of the Group II Loans as of the Cut-off Date, and (b) on or after the Group II Stepdown Date if a Group II Trigger Event is not in effect, the greater of (i) an amount equal to 4.90% of the aggregate outstanding Stated Principal Balance of the Group II Loans after giving effect to distributions made on that Distribution Date and (ii) the Group II Overcollateralization Floor and (c) on or after the Group II Stepdown Date if a Group II Trigger Event is in effect, an amount equal to the Group II Required Overcollateralization Amount from the immediately preceding Distribution Date. The Group II Required Overcollateralization Amount may be reduced so long as written confirmation is obtained from each Rating Agency that such reduction shall not reduce the ratings assigned to the Class A-II Certificates or Class M-II Certificates by such Rating Agency below the lower of the then current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency. Group II Senior Enhancement Percentage: For any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of (i) the aggregate Certificate Principal Balance of the Class M-II-1, Class M-II-2 and Class M-II-3 Certificates and (ii) the Group II Overcollateralization Amount, in each case prior to the distribution of the Group II Principal Distribution Amount on such Distribution Date and the denominator of which is the Group II Stated Principal Balance after giving effect to distributions to be made on that Distribution Date. Group II Stepdown Date: That Distribution Date which is the earliest to occur (a) the Distribution Date immediately succeeding the Distribution Date on which the aggregate Certificate Principal balance of the Class A-II Certificates has been reduced to zero and (b) the later to occur of (i) the Distribution Date in June 2007 and (ii) the first Distribution Date on which the Group II Senior Enhancement Percentage is equal to or greater than 34.40%. Group II Trigger Event: A Group II Trigger Event is in effect with respect to any Distribution Date on or after the Group II Stepdown Date if either (a) the product of 1.85 and the Sixty-Plus Delinquency Percentage for the Group II Loans that Distribution Date, equals or exceeds the Group II Senior Enhancement Percentage for that Distribution Date or (b) on or after the Distribution Date in June 2007, the aggregate amount of Realized Losses on the Group II Loans as a percentage of the Group II Cut-off Date Balance exceeds the following amounts: (i) from June 2007 to and including May 2008: 3.75% with respect to June 2007, plus an additional 1/12th of 2.25% for each month thereafter; (ii)from June 2008 to and including May 2009: 6.00% with respect to June 2008, plus an additional 1/12th of 1.50% for each month thereafter; (iii) from June 2009 to and including May 2010: 7.50% with respect to June 2009, plus an additional 1/12th of 0.75% for each month thereafter; and (iv)June 2010 and thereafter: 8.25%. Group II Weighted Average Maximum Net Mortgage Rate: With respect to any Distribution Date, the product of (a) the weighted average of the Maximum Net Mortgage Rates on the Group II Loans, weighted on the basis of the Stated Principal Balances thereof as of the beginning of the related Due Period and (b) 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. 26 Hedge Agreement: The confirmation, dated as of the Closing Date, between the Trustee and the Hedge Agreement Provider, or any replacement, substitute, collateral or other arrangement in lieu thereof. Hedge Agreement Provider: Bear Stearns Financial Products Inc., and its successors and assigns or any party to any replacement, substitute, collateral or other arrangement in lieu thereof. Hedge Payment: For any Distribution Date, the payment, if any, due under the Hedge Agreement in respect of such Distribution Date. Hedge Shortfall Amount: For any Distribution Date, the amount, if any, by which the payment on the Class A-II Certificates and Class M-II Certificates pursuant to Section 4.02(d)(iii) is paid from the Hedge Payment for such Distribution Date pursuant to the provisions thereof or would have been so paid but for the failure of the Hedge Agreement Provider to make a payment required under the Hedge Agreement. Hedge Shortfall Carry-Forward Amount: For any Distribution Date, the aggregate Hedge Shortfall Amounts for prior Distribution Dates to the extent not reimbursed to the Class SB-II Certificates pursuant to Section 4.02(d)(xx). HUD: The United States Department of Housing and Urban Development. Independent: When used with respect to any specified Person, means such a Person who (i) is in fact independent of the Depositor, the Master Servicer and the Trustee, or any Affiliate thereof, (ii) does not have any direct financial interest or any material indirect financial interest in the Depositor, the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected with the Depositor, the Master Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Index: With respect to any Group II 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 the MI Policy and 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) and the Class M-I Certificates and any Distribution Date, the prior calendar month. With respect to the Class A-I-1 Certificates, Class A-II Certificates, the Class M-II Certificates and Class SB Certificates (i) with respect to the Distribution Date in June 2004, the period commencing the Closing Date and ending on the day preceding the Distribution Date in June 2004, and (ii) with respect to any Distribution Date after the Distribution Date in June 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. 27 Interim Certification: As defined in Section 2.02. Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered. LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank offered rate quotations for one-month U.S. Dollar deposits, expressed on a per annum basis, determined in accordance with Section 1.02. LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in London, England are required or authorized by law to be closed. LIBOR Certificates: The Class A-I-1 Certificates, Class A-II Certificates and Class M-II Certificates. 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: Loan Group I or Loan Group II, as applicable. Loan Group I: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-1. Loan Group II: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two sub-groups of mortgage loans referred to as Loan Group II-A and Loan Group II-B. 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. Margin: The Class A-II-A Margin, Class A-II-B1 Margin, Class A-II-B2 Margin, Class M-II-1 Margin, Class M-II-2 Margin or Class M-II-3 Margin, as applicable. Marker Rate: With respect to the Class SB-I Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest LT2 and REMIC I Regular Interest LT3. With respect to the Class SB-II Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest LT6 and REMIC II Regular Interest LT7. Master Servicer: As defined in the preamble hereto. 28 Maturity Date: With respect to each Class of Certificates representing ownership of regular interests or Uncertificated Regular Interest issued by each of REMIC I, REMIC II and REMIC III the latest possible maturity date, solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the Certificate Principal Balance of each such Class of Certificates representing a regular interest in the Trust Fund would be reduced to zero, which is, for each such regular interest, June 25, 2034, which is the Distribution Date occurring in the month following the last scheduled monthly payment of the Group I Loans and the Group II Loans. Maximum Mortgage Rate: With respect to any Group II Loan, the per annum rate indicated on the Mortgage Loan Schedule as the "NOTE CEILING," which rate is the maximum interest rate that may be applicable to such Group II Loan at any time during the life of such Mortgage Loan. Maximum Net Mortgage Rate: With respect to any Group II Loan and any date of determination, the Maximum Mortgage Rate minus the Expense Fee Rate. 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: With respect to any Group II Loan, a per annum rate equal to the greater of (i) the Note Margin and (ii) the rate indicated on the Mortgage Loan Schedule as the "NOTE FLOOR," which rate may be applicable to such Group II Loan at any time during the life of such Group II Loan. MI Policy: The bulk primary mortgage insurance policy issued by the MI Policy Provider on the Cut-off Date, substantially in the form attached hereto as Exhibit S. MI Policy Provider: Mortgage Guaranty Insurance Corporation, a Wisconsin corporation, or any successor thereto. MI Policy Provider Default: An event of default by the MI Policy Provider under Section 2.8(b) of the Endorsement to the Mortgage Guaranty Master Policy (which is part of the MI Policy) or other event which would result in the cancellation of coverage for all of the Mortgage Loans then covered by the MI Policy. Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification. Modified Net Mortgage Rate: With respect 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. 29 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 successors in interest. Mortgage: With respect to each Mortgage Note, the mortgage, deed of trust or other comparable instrument creating a first or junior lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note. Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement. Mortgage Insurance Co-Trustee: J.P. Morgan Trust Company, National Association, or any successor thereto. Mortgage Insurance Premium: With respect to the Group I Loans and any Distribution Date, the aggregate amount payable to the MI Policy Provider under the MI Policy. Mortgage Insurance Premium Rate: With respect to each Group I Loan covered by the MI Policy, the per annum rate applicable to such Mortgage Loan as set forth in the MI Policy and as may be adjusted from time to time. Mortgage Insurance Premium Taxes 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, and which is established and maintained pursuant to Section 4.09. Ownership of the Mortgage Insurance Premium Taxes Reserve Fund shall be held by Residential Funding. Mortgage Insurance Premium Taxes Reserve Fund Deposit: With respect to the Mortgage Insurance Premium Taxes Reserve Fund, an amount equal to $1,700.00, which the Trustee shall deposit into the Trust Fund pursuant to Section 4.09 hereof. Also, the Depositor may make additional deposits into the Mortgage Insurance Premium Taxes Reserve Fund after the Closing Date, which shall be included in the Mortgage Insurance Premium Taxes Reserve Fund Deposit and any such deposit shall be treated as an advance on behalf of the Trust reimbursable to the Depositor pursuant to Section 4.02(c)(xvii) and Section 4.02(d)(xix). Mortgage Insurance Premium Taxes Reserve Fund Residual Right: The right to distributions from the Mortgage Insurance Premium Taxes Reserve Fund as described in Section 4.09 hereof. Residential Funding as owner of the Mortgage Insurance Premium Taxes Reserve Fund also shall be the holder of the Mortgage Insurance Premium Taxes Reserve Fund Residual Right. 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. 30 Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto as Exhibit F-1, Exhibit F-2 and Exhibit F-3 (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"); (iv) for the Group II Loans, the Mortgage Rate as of origination ("ORIG RATE"); (v) the Mortgage Rate as of the Cut-off Date ("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"); (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) for the Group II Loans, the Maximum Mortgage Rate ("NOTE CEILING"); (xiii) for the Group II Loans, the maximum Net Mortgage Rate ("NET CEILING"); (xiv) for the Group II Loans, the Note Margin ("NOTE MARGIN"); (xv) for the Group II Loans, the first Adjustment Date after the Cut-off Date ("NXT INT CHG DT"); (xvi) for the Group II Loans, the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR"); (xvii) whether the Mortgage Loan is covered by the MI Policy ("CODE 34"), the absence of such code representing that the Mortgage Loan is not covered by the MI Policy; and (xviii) for the Group II Loans, the rounding of the semi-annual or annual adjustment to the Mortgage Rate ("NOTE METHOD"). Such schedules may consist of multiple reports that collectively set forth all of the information required. 31 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: With respect 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 Group II 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 the Mortgage Loan Schedule, except in the case of the Group II Loans indicated by an "X" on the Mortgage Loan Schedule 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 related Expense Fee Rate. 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 a certificate of a Servicing Officer, Responsible Officer or Vice President or its equivalent or senior officer of the Master Servicer, delivered to the Depositor, the Trustee, and the Master Servicer setting forth such determination, which shall include any other information or reports obtained by the Master Servicer such as property operating statements, rent rolls, property inspection reports and engineering reports, which may support such determinations. Notwithstanding the above, the Trustee shall be entitled to rely upon any determination by the Master Servicer that any Advance previously made is a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance. Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject to a Subservicing Agreement. Note Margin: With respect to each Group II Loan, the fixed percentage set forth in the related Mortgage Note and indicated on the Mortgage Loan Schedule 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 Group II Loan until the next Adjustment Date. 32 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, REMIC II or REMIC III as REMICs or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of Independent counsel. Outstanding Mortgage Loan: With respect 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. Ownership Interest: With respect to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee. Pass-Through Rate: With respect to the Class A-I Certificates and Class M-I Certificates, the lesser of (i) the related Formula Rate and (ii) the Group I Net WAC Cap Rate. With respect to each Class of Class A-II Certificates and Class M-II Certificates and any Distribution Date, the lesser of (i) LIBOR plus the related Margin and (ii) the Group II Net WAC Cap Rate. With respect to the Class SB-I Certificates and any Distribution Date or the REMIC III Regular Interest SB-I-IO, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (i) through (iii) below, and the denominator of which is the aggregate principal balance of the REMIC I Regular Interests. For purposes of calculating the Pass-Through Rate for the Class SB-I Certificates, the numerator is equal to the sum of the following components: (i) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT1; (ii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT2 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT2; and (iii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT4 minus twice the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT4. With respect to the Class SB-II Certificates and any Distribution Date or the REMIC III Regular Interest SB-II-IO, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (i) through (iii) below, and the denominator of which is the aggregate principal balance of the REMIC II Regular Interests. For purposes of calculating the Pass-Through Rate for the Class SB-II Certificates, the numerator is equal to the sum of the following components: 33 (i) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT5 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT5; (ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT6 minus the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT6; and (iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT8 minus twice the related Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT8. 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 Group II Loan, the periodic rate cap that limits the increase or the decrease of the related Mortgage Rate on any Adjustment Date pursuant to the terms of the related Mortgage Note. Permitted Investments: One or more of the following: (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 at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; (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 34 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 Fitch, AAA in the case of Standard & Poor's 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 A1+ in the case of Fitch, A-1+ in the case of Standard & Poor's and P-1 in the case of Moody's. 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-I Certificates and the Class M-I Certificates, the prepayment assumption to be used for determining the accrual of original issue discount and premium and market discount on such Certificates for federal income tax purposes, which assumes a constant prepayment rate of one-tenth of 23% per annum of the then outstanding Stated Principal Balance of the Group I Loans in the first month of the life of such Group I Loans and an additional one-tenth of 23% per annum in each month thereafter until the tenth month, and beginning in the tenth month and in each month thereafter during the life of the Group I Loans, a constant prepayment rate of 23% per annum each month ("23% HEP"). With respect to the Class A-II Certificates and the Class M-II Certificates, a prepayment assumption of 2% of the constant prepayment rate in month one, increasing by approximately 2.545% from month 2 until month 12, a constant prepayment rate of 30% from month 12 to month 22, a constant prepayment rate of 50% from month 23 to month 27, and a constant prepayment rate of 35% thereafter, used for determining the accrual of original issue discount and premium and market discount on the Class A-II Certificates and Class M-II Certificates for federal income tax purposes. The constant prepayment rate assumes that the stated percentage of the outstanding Stated Principal Balance of the Group II Loans is prepaid over the course of a year. Prepayment Interest Shortfall: With respect 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 of interest (adjusted to the related Net Mortgage Rate (or 35 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: With respect to any Distribution Date, the calendar month preceding the month of distribution. Primary Insurance Policy: Each primary policy of mortgage guaranty insurance as indicated by a numeric code on the Mortgage Loan Schedule with the exception of code "A23," "A34" or "A96" under the column "MI CO CODE." Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest on such payment due on any date or dates in any month or months subsequent to the month of prepayment. Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan. Program Guide: The AlterNet Seller Guide as incorporated into the Residential Funding Seller Guide for mortgage collateral sellers that participate in Residential Funding's AlterNet Mortgage Program, and Residential Funding's Servicing Guide and any other subservicing arrangements which Residential Funding has arranged to accommodate the servicing of the Mortgage Loans and in each case all supplements and amendments thereto published by Residential Funding. 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 of 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 either (a) the Adjusted Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the rate per annum at which the Servicing Fee and the related Mortgage Insurance Premium Rate, if any, is calculated, or (b) in the case of a purchase made by the Master Servicer, at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the related Mortgage Insurance Premium Rate, if any, in each case on the Stated Principal Balance thereof to 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 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 36 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 (other than the representations and warranties set forth therein with respect to the number of loans (including the related percentage) in excess of zero which meet or do not meet a specified criteria); (vi) not be 30 days or more Delinquent; (vii) not be subject to the requirements of HOEPA (as defined in the Assignment Agreement); (viii) have a policy of title insurance, in the form and amount that is in material compliance with the Program Guide, that was effective as of the closing of such Mortgage Loan, is valid and binding, and remains in full force and effect, unless the Mortgage Property is located in the State of Iowa where an attorney's certificate has been provided as described in the Program Guide; (ix) if the Deleted Loan is not a Balloon Loan, not be a Balloon Loan; (x) have a Mortgage Rate that adjusts with the same frequency and based upon the same Index as that of the Deleted Mortgage Loan; (xi) have a Note Margin not less than that of the Deleted Mortgage Loan; (xii) have a Periodic Rate Cap that is equal to that of the Deleted Mortgage Loan; and (xiii) have a next Adjustment Date no later than that of the Deleted Mortgage Loan. Rating Agency: Fitch, 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 plus the applicable Mortgage Insurance Premium Rate, if any, 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 plus the applicable Mortgage Insurance Premium Rate, if any, and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or any Subservicer with respect to related Advances, Servicing Advances or other expenses as to which the Master Servicer or Subservicer is entitled to reimbursement thereunder but which have not been previously reimbursed. With respect to each Mortgage Loan which is the subject of a Servicing Modification, (a) (1) the amount by which the interest portion of a Monthly Payment or the principal balance of such Mortgage Loan was reduced or (2) the sum of any other amounts owing under the Mortgage Loan that were forgiven and that constitute Servicing Advances that are reimbursable to the Master Servicer or a Subservicer, and (b) any such amount with respect to a Monthly Payment that was or would have been due in the month immediately following the month in which a Principal Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed to have been received. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan which has become the object of a Debt Service Reduction, the amount of such Debt Service Reduction. Notwithstanding the above, neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss hereunder so long as the Master Servicer has notified the Trustee in writing 37 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 the related portion of the Mortgage Insurance Premium, if applicable, 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. Realized Losses allocated to the Class SB Certificates shall be allocated first to the REMIC III Regular Interest SB-IO in reduction of the accrued but unpaid interest thereon until such accrued and unpaid interest shall have been reduced to zero and then to the REMIC III Regular Interest SB-PO in reduction of the Principal Balance thereof. Record Date: With respect to each Distribution Date and the LIBOR Certificates, the Business Day immediately preceding such Distribution Date. With respect to each Distribution Date and the Certificates (other than the LIBOR Certificates), the close of business on the last Business Day of the month next preceding the month in which the related Distribution Date occurs, except in the case of the first Record Date which shall be the Closing 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, formerly known as the Soldiers' and Sailors' Civil Relief Act of 1940. 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. As used herein, the term "REMIC" shall mean REMIC I, REMIC II or REMIC III. 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 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 Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are not assets of any REMIC), constituting a portion of the primary trust created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made (other than the items in clause (v) and the proceeds thereof), consisting of: (i) the Group I Loans and the related Mortgage Files; (ii) all payments on and collections in respect of the Group I Loans due after the Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund; (iii) property which secured a Group I Loan and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance policies, Primary Insurance Policies and rights under the MI Policy pertaining to the Group I Loans, if any; and (v) all proceeds of clauses (i) through (iv) above. 38 REMIC I Principal Reduction Amounts: For any Distribution Date, the amounts by which the principal balances of the REMIC I Regular Interests LT1, LT2, LT3 and LT4, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows: For purposes of the succeeding formulas the following symbols shall have the meanings set forth below: Y1 = the principal balance of the REMIC I Regular Interest LT1 after distributions on the prior Distribution Date. Y2 = the principal balance of the REMIC I Regular Interest LT2 after distributions on the prior Distribution Date. Y3 = the principal balance of the REMIC I Regular Interest LT3 after distributions on the prior Distribution Date. Y4 = the principal balance of the REMIC I Regular Interest LT4 after distributions on the prior Distribution Date (note: Y3 = Y4). AY1 = the REMIC I Regular Interest LT1 Principal Reduction Amount. AY2 = the REMIC I Regular Interest LT2 Principal Reduction Amount. AY3 = the REMIC I Regular Interest LT3 Principal Reduction Amount. AY4 = the REMIC I Regular Interest LT4 Principal Reduction Amount. P0 = the aggregate principal balance of the REMIC I Regular Interests LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses on the prior Distribution Date. P1 = the aggregate principal balance of the REMIC I Regular Interests LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses to be made on such Distribution Date. AP = P0 - P1 = the aggregate of the REMIC I Regular Interests LT1, LT2, LT3 and LT4 Principal Reduction Amounts. =the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be made on, the Group I Certificates on such Distribution Date (including distributions of accrued and unpaid interest on the Class SB-I Certificates for prior Distribution Dates). R0 = the Group I Net WAC Cap Rate (stated as a monthly rate) after giving effect to amounts distributed and Realized Losses allocated on the prior Distribution Date. R1 = the Group I Net WAC Cap Rate (stated as a monthly rate) after giving effect to amounts to be distributed and Realized Losses to be allocated on such Distribution Date. a = (Y2 + Y3)/P0. The initial value of a on the Closing Date for use on the first Distribution Date shall be 0.0001. a0 = the lesser of (A) the sum of (x) the sum for all Classes of Group I Certificates, other than the Class SB-I Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the Group I Net WAC Cap 39 Rate, if applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior Distribution Date and (y) the aggregate Group I Net WAC Cap Shortfalls for such Distribution Date and (B) R0*P0. a1 = the lesser of (A) the sum of (x) the sum for all Classes of Group I Certificates, other than the Class SB-I Certificates, of the product for each Class of (i) the monthly interest rate (as limited by the Net WAC Cap Rate, if applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made on such Distribution Date and (y) the aggregate Group I Net WAC Cap Shortfalls for the next succeeding Distribution Date and (B) R1*P1. Then, based on the foregoing definitions: AY1 = AP - AY2 - AY3 - AY4; AY2 = (a/2){( a0R1 - a1R0)/R0R1}; AY3 = aAP - AY2; and AY4 = AY3. if both AY2 and AY3, as so determined, are non-negative numbers. Otherwise: (1) If AY2, as so determined, is negative, then AY2 = 0; AY3 = a{a1R0P0 - a0R1P1}/{a1R0}; AY4 = AY3; and AY1 = AP - AY2 - AY3 - AY4. (2) If AY3, as so determined, is negative, then AY3 = 0; AY2 = a{a1R0P0 - a0R1P1}/{2R1R0P1 - a1R0}; AY4 = AY3; and AY1 = AP - AY2 - AY3 - AY4. REMIC I Realized Losses: For any Distribution Date, Realized Losses on the Group I Loans for the related Due Period shall be allocated to the REMIC I Regular Interest in reduction of the principal balance thereof until such principal balance has been reduced to zero. REMIC I Regular Interests: REMIC I Regular Interest LT1, REMIC I Regular Interest LT2, REMIC I Regular Interest LT3 and REMIC I Regular Interest LT4. 40 REMIC I Regular Interest LT1: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular Interest LT1 on such Distribution Date. REMIC I Regular Interest LT2: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular Interest LT2 on such Distribution Date. REMIC I Regular Interest LT3: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular Interest LT3 on such Distribution Date. REMIC I Regular Interest LT4: A regular interest in REMIC I that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein. REMIC I Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular Interest LT4 on such Distribution Date. REMIC II: The segregated pool of assets subject hereto (exclusive of the Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are not assets of any REMIC), constituting a portion of the primary trust created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made (other than the items in clause (v) and the proceeds thereof), consisting of: (i) the Group II Loans and the related Mortgage Files; (ii) all payments on and collections in respect of the Group II Loans due after the Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund; (iii) property which secured a Group II 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 Policies pertaining to the Group II Loans, if any; and (v) all proceeds of clauses (i) through (iv) above. 41 REMIC II Principal Reduction Amounts: For any Distribution Date, the amounts by which the principal balances of the REMIC II Regular Interests LT5, LT6, LT7 and LT8, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows: For purposes of the succeeding formulas the following symbols shall have the meanings set forth below: Y5 = the principal balance of the REMIC II Regular Interest LT5 after distributions on the prior Distribution Date. Y6 = the principal balance of the REMIC II Regular Interest LT6 after distributions on the prior Distribution Date. Y7 = the principal balance of the REMIC II Regular Interest LT7 after distributions on the prior Distribution Date. Y8 = the principal balance of the REMIC II Regular Interest LT8 after distributions on the prior Distribution Date (note: Y7 = Y8). AY5 = the REMIC II Regular Interest LT5 Principal Reduction Amount. AY6 = the REMIC II Regular Interest LT6 Principal Reduction Amount. AY7 = the REMIC II Regular Interest LT7 Principal Reduction Amount. AY8 = the REMIC II Regular Interest LT8 Principal Reduction Amount. Q0 = the aggregate principal balance of the REMIC II Regular Interests LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses on the prior Distribution Date. Q1 = the aggregate principal balance of the REMIC II Regular Interests LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses to be made on such Distribution Date. AQ = Q0 - Q1 = the aggregate of the REMIC II Regular Interests LT5, LT6, LT7 and LT8 Principal Reduction Amounts. =the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be made on, the Group II Certificates on such Distribution Date (including distributions of accrued and unpaid interest on the Class SB-II Certificates for prior Distribution Dates). S0 = the Group II REMIC Net WAC Rate (stated as a monthly rate) after giving effect to amounts distributed and Realized Losses allocated on the prior Distribution Date. S1 = the Group II REMIC Net WAC Rate (stated as a monthly rate) after giving effect to amounts to be distributed and Realized Losses to be allocated on such Distribution Date. a = (Y6 + Y7)/Q0. The initial value of a on the Closing Date for use on the first Distribution Date shall be 0.0001. A0 = the lesser of (A) the sum of (x) the sum for all Classes of Group II Certificates other than the Class SB-II Certificates of the product for each Class of (i) the monthly interest rate (as limited by the Group II Net WAC Cap 42 Rate, if applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior Distribution Date and (y) the aggregate Group II Basis Risk Shortfalls for such Distribution Date and (B) S0*Q0. A1 = the lesser of (A) the sum of (x) the sum for all Classes of Group II Certificates other than the Class SB-II Certificates of the product for each Class of (i) the monthly interest rate (as limited by the Net WAC Cap Rate, if applicable) for such Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made on such Distribution Date and (y) the aggregate Group II Basis Risk Shortfalls for the next succeeding Distribution Date and (B) S1*Q1. Then, based on the foregoing definitions: AY5 = AQ - AY6 - AY7 - AY8; AY6 = (a/2){(A0S1 - A1S0)/S0S1}; AY7 = aAQ - AY6; and AY8 = AY7. if both AY6 and AY7, as so determined, are non-negative numbers. Otherwise: (1) If AY6, as so determined, is negative, then AY6 = 0; AY7 = a{A1S0Q0 - A0S1Q1}/{A1S0}; AY8 = AY7; and AY5 = AQ - AY6 - AY7 - AY8. (2) If AY7, as so determined, is negative, then AY7 = 0; AY6 = a{A1S0Q0 - A0S1Q1}/{2S1S0Q1 - A1S0}; AY8 = AY7; and AY5 = AQ - AY6 - AY7 - AY8. REMIC II Realized Losses: For any Distribution Date, Realized Losses on the Group II Loans for the related Due Period shall be allocated to the REMIC II Regular Interest in reduction of the principal balance thereof until such principal balance has been reduced to zero. REMIC II Regular Interests: REMIC II Regular Interest LT5, REMIC II Regular Interest LT6, REMIC II Regular Interest LT7 and REMIC II Regular Interest LT8. 43 REMIC II Regular Interest LT5: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT5 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT5 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT5 on such Distribution Date. REMIC II Regular Interest LT6: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT6 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT6 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT6 on such Distribution Date. REMIC II Regular Interest LT7: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT7 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT7 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT7 on such Distribution Date. REMIC II Regular Interest LT8: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein. REMIC II Regular Interest LT8 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II Regular Interest LT8 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular Interest LT8 on such Distribution Date. REMIC III: 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 I Regular Interests and REMIC II Regular Interests. REMIC III Regular Interest A-II-A: A regular interest in REMIC III which is has a principal balance equal to the principal balance of the Class A-II-A Certificates and which is entitled to interest at a rate equal to the lesser of (i) LIBOR plus the Class A-II-A Margin and (ii) the Group II Weighted Average Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and whose denominator is the actual number of days in the related Interest Accrual Period, accruing during each Accrual Period for the Class A-II-A Certificates on the basis of a year of 360 days and the actual number of days in such Accrual Period. Interest accrued in any Accrual Period and not paid on the related Distribution Date shall carry forward to each succeeding Distribution Date without interest until paid. REMIC III Regular Interest A-II-B1: A regular interest in REMIC III which is has a principal balance equal to the principal balance of the Class A-II-B1 Certificates and which is entitled to interest at a rate equal to the lesser of (i) LIBOR plus the Class A-II-B1 Margin and (ii) the Group II Weighted Average Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 44 and whose denominator is the actual number of days in the related Interest Accrual Period, accruing during each Accrual Period for the Class A-II-B1 Certificates on the basis of a year of 360 days and the actual number of days in such Accrual Period. Interest accrued in any Accrual Period and not paid on the related Distribution Date shall carry forward to each succeeding Distribution Date without interest until paid. REMIC III Regular Interest A-II-B2: A regular interest in REMIC III which is has a principal balance equal to the principal balance of the Class A-II-B2 Certificates and which is entitled to interest at a rate equal to the lesser of (i) LIBOR plus the Class A-II-B2 Margin and (ii) the Group II Weighted Average Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and whose denominator is the actual number of days in the related Interest Accrual Period, accruing during each Accrual Period for the Class A-II-B2 Certificates on the basis of a year of 360 days and the actual number of days in such Accrual Period. Interest accrued in any Accrual Period and not paid on the related Distribution Date shall carry forward to each succeeding Distribution Date without interest until paid. REMIC III Regular Interest A-II-B3: A regular interest in REMIC III which is has a principal balance equal to the principal balance of the Class A-II-B3 Certificates and which is entitled to interest at a rate equal to the lesser of (i) LIBOR plus the Class A-II-B3 Margin and (ii) the Group II Weighted Average Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and whose denominator is the actual number of days in the related Interest Accrual Period, accruing during each Accrual Period for the Class A-II-B3 Certificates on the basis of a year of 360 days and the actual number of days in such Accrual Period. Interest accrued in any Accrual Period and not paid on the related Distribution Date shall carry forward to each succeeding Distribution Date without interest until paid. REMIC III Regular Interest M-II-1: A regular interest in REMIC III which is has a principal balance equal to the principal balance of the Class M-II-1 Certificates and which is entitled to interest at a rate equal to the lesser of (i) LIBOR plus the Class M-II-1 Margin and (ii) the Group II Weighted Average Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and whose denominator is the actual number of days in the related Interest Accrual Period, accruing during each Accrual Period for the Class M-II-1 Certificates on the basis of a year of 360 days and the actual number of days in such Accrual Period. Interest accrued in any Accrual Period and not paid on the related Distribution Date shall carry forward to each succeeding Distribution Date without interest until paid. REMIC III Regular Interest M-II-2: A regular interest in REMIC III which is has a principal balance equal to the principal balance of the Class M-II-2 Certificates and which is entitled to interest at a rate equal to the lesser of (i) LIBOR plus the Class M-II-2 Margin and (ii) the Group II Weighted Average Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and whose denominator is the actual number of days in the related Interest Accrual Period, accruing during each Accrual Period for the Class M-II-2 Certificates on the basis of a year of 360 days and the actual number of days in such Accrual Period. Interest accrued in any Accrual Period and not paid on the related Distribution Date shall carry forward to each succeeding Distribution Date without interest until paid. REMIC III Regular Interest M-II-3: A regular interest in REMIC III which is has a principal balance equal to the principal balance of the Class M-II-3 Certificates and which is entitled to interest at a rate equal to the lesser of (i) LIBOR plus the Class M-II-3 Margin and (ii) the Group II Weighted Average Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and whose denominator is the actual number of days in the related Interest Accrual Period, accruing during each Accrual Period for the Class M-II-3 Certificates on the basis of a year of 360 days and the actual number of days in such Accrual Period. Interest accrued in any Accrual Period and not paid on the related Distribution Date shall carry forward to each succeeding Distribution Date without interest until paid. 45 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: With respect 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: With respect to any REO Property, for any period, an amount equivalent to interest (at a rate equal to the sum of the Net Mortgage Rate and the Mortgage Insurance Premium Rate, if any, that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof for such period. REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property) 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 through foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan. Reportable Modified Mortgage Loan: Any Mortgage Loan that (a) has been subject to an interest rate reduction, (b) has been subject to a term extension or (c) 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 (a) 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. Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Depositor and any successor thereto. Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee, in each case, with direct responsibility for the administration of this Agreement. 46 RFC Exemption: As defined in Section 4.11. Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from time to time. Seller: With respect to any Mortgage Loan, a Person, including any Subservicer, that executed a Seller's Agreement applicable to such Mortgage Loan. Seller's Agreement: An agreement for the origination and sale of Mortgage Loans generally in the form of the seller contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Depositor, each containing representations and warranties in respect of one or more Mortgage Loans. Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08. Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in connection with a default, delinquency or other unanticipated event by the Master Servicer or a Subservicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property or, with respect to a cooperative loan, the related cooperative apartment, (ii) any enforcement or judicial proceedings, including foreclosures, including any expenses incurred in relation to any such proceedings that result from the Mortgage Loan being registered on the MERS(R) System, (iii) the management and liquidation of any REO Property, (iv) any mitigation procedures implemented in accordance with Section 3.07, and (v) compliance with the obligations under Sections 3.01, 3.08, 3.11, 3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides services such as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage loans, reasonable compensation for such services. Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable monthly to the Master Servicer in respect of master servicing compensation that accrues at an annual rate 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: With respect to any Mortgage Loan, 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, which rate shall never be greater than the Mortgage Rate of such Mortgage Loan. Servicing Modification: Any reduction of the interest rate on or the Stated 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 for which, in the judgment of the Master Servicer, default is reasonably foreseeable in accordance with Section 3.07(a). Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Master Servicer on the Closing Date, as such list may from time to time be amended. Sixty-Plus Delinquency Percentage: With respect to any Distribution Date and the Group I Loans or Group II Loans, the arithmetic average, for each of the three Distribution Dates ending with such Distribution Date, of the fraction, expressed as a percentage, equal to (x) the aggregate Stated Principal Balance of the Group I Loans or Group II Loans, as applicable, that are 60 or more days 47 delinquent in payment of principal and interest for that Distribution Date, including Group I Loans or Group II Loans, as applicable, in foreclosure and REO, over (y) the aggregate Stated Principal Balance of all of the Group I Loans or Group II Loans, as applicable, immediately preceding that Distribution Date. Standard & Poor's: Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. or its successors 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 and (b) any amount by which the Stated Principal Balance of the Mortgage Loan has been increased pursuant to a Servicing Modification, minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period ending with the Due Period relating to the most recent Distribution Date which were received or with respect to which an Advance was made, (b) all Principal Prepayments with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent applied by the Master Servicer as recoveries of principal in accordance with Section 3.14 with respect to such Mortgage Loan or REO Property, in each case which were distributed pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized Loss incurred with respect to such Mortgage Loan allocated to Certificateholders with respect thereto for any previous Distribution Date. Sub-Group: Each sub-group of Loan Group II referred to as Loan Group II-A and Loan Group II-B. Subordination: The provisions described in Section 4.05 relating to the allocation of Realized Losses. Subordination Percentage: With respect to any Class of Class A or Class M Certificates, the respective percentage set forth below. Class Percentage Class Percentage A-I 73.70% A-II 65.60% M-I-1 82.70% M-II-1 77.60% M-I-2 87.70% M-II-2 87.60% M-I-3 92.20% M-II-3 95.10% Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.10) or surplus amounts held by the Master Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made by the related Seller pursuant to the applicable Seller's Agreement and assigned to the Trustee pursuant to Section 2.04) specifically related to a Mortgage Loan that was the subject of a Cash Liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss. Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a Subservicing Agreement. 48 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: With respect 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 designated as "SUBSERV FEE" on the Mortgage Loan Schedule. Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of REMIC I, REMIC II and REMIC III due to their classification as REMICs under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws. Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Certificate. Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate. Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate. Trustee: As defined in the preamble hereto. Trust Fund: The segregated pool of assets subject hereto, 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 the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund; (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 Policies pertaining to the Mortgage Loans, if any, and rights under the MI Policy pertaining to the Group I Loans, if any; and (v) all proceeds of clauses (i) through (iv) above. Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to fiscal periods ending on or after December 15, 1995. 49 Uncertificated Accrued Interest: With respect to any Uncertificated Regular Interest for any Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate for such Distribution Date, accrued on the Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable, immediately prior to such Distribution Date. Uncertificated Accrued Interest for the Uncertificated Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interest for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest) relating to the Group I Loans for any Distribution Date shall be allocated among REMIC I Regular Interests LT1, LT2, LT3 and LT4, pro rata, based on, and to the extent of, Uncertificated Accrued Interest, as calculated without application of this sentence. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC II Regular Interest for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest) relating to the Group II Loans for any Distribution Date shall be allocated among REMIC II Regular Interests LT5, LT6, LT7 and LT8, pro rata, based on, and to the extent of, Uncertificated Accrued Interest, as calculated without application of this sentence. Uncertificated Accrued Interest on the REMIC III Regular Interest SB-I-PO and SB-II-PO shall be zero. Uncertificated Accrued Interest on the REMIC III Regular Interest SB-I-IO for each Distribution Date shall equal Accrued Certificate Interest for the Class SB-I Certificates and Uncertificated Accrued Interest on the REMIC III Regular Interest SB-II-IO for each Distribution Date shall equal Accrued Certificate Interest for the Class SB-II Certificates. Uncertificated Notional Amount: With respect to REMIC III Regular Interest SB-I-IO or REMIC III Regular Interest SB-II-IO, the notional amount for such Class. Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through Rate, as applicable . Uncertificated Principal Balance: The principal amount of any Uncertificated Regular Interest outstanding as of any date of determination. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero. With respect to the REMIC III Regular Interest SB-I-PO or REMIC III Regular Interest SB-II-PO, the initial amount set forth with respect thereto in the Preliminary Statement as reduced by distributions deemed made in respect thereof pursuant to Section 4.02 and Realized Losses allocated thereto pursuant to Section 4.05. Uncertificated Regular Interests: The REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interest SB-I-PO, the REMIC III Regular Interest SB-II-PO, the REMIC III Regular Interest SB-I-IO and the REMIC III Regular Interest SB-II-IO. Uncertificated REMIC I Pass-Through Rate: With respect to the REMIC I Regular Interest LT1 and the REMIC I Regular Interest LT2 and any Distribution Date, a per annum rate equal to the Group I Net WAC Cap Rate for that Distribution Date. With respect to the REMIC I Regular Interest LT3 and any Distribution Date, 0.00%. With respect to the REMIC I Regular Interest LT4 and any Distribution Date, a per annum rate equal to twice the Group I Net WAC Cap Rate for that Distribution Date. Uncertificated REMIC II Pass-Through Rate: With respect to the REMIC II Regular Interest LT7 and any Distribution Date, 0.00%. With respect to the REMIC II Regular Interest LT5 and the REMIC II Regular Interest LT6 and any Distribution Date, a per annum rate equal to the Group II REMIC Net WAC Rate for that Distribution Date. With respect to the REMIC II Regular Interest LT8 and any Distribution Date, a per annum rate equal to twice the Group II REMIC Net WAC Rate for that Distribution Date. 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. 50 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. 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 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, and 0.33%, 0.33% and 0.34% of all of the Voting Rights shall be allocated to the Holders of the Class R-I Certificates, Class R-II Certificates and Class R-III 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 LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR Rate Adjustment Date is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one month United States dollar deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date. "Telerate Screen Page 3750" means the display designated as page 3750 on the Bridge 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 LIBOR 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 LIBOR 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 51 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 LIBOR 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 requesting by calling the Bondholder Inquiry Line at 1-800-275-2048 the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Interest Accrual Period. 52 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01. Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby assign to the Trustee in respect of the Trust Fund without recourse all the right, title and interest of the Depositor in and to (i) the Mortgage Loans, including all interest and principal on or with respect to the Mortgage Loans due on or after the Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date); (ii) the Mortgage Insurance Premium Taxes Reserve Fund Deposit; and (iii) all proceeds of the foregoing. (b) In connection with such assignment, and contemporaneously with the delivery of this Agreement, the Depositor delivered or caused to be delivered hereunder to the Trustee, the Hedge Agreement (the delivery of which shall evidence that the fixed payment for the Hedge Agreement has been paid and the Trustee and the Trust Fund shall have no further payment obligation thereunder and that such fixed payment has been authorized hereby) and the MI Policy, and except as set forth in Section 2.01(c) below and subject to Section 2.01(d) 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 indicated 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 of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; and (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan, or a copy of each modification, assumption agreement or preferred loan agreement. 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 or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future 53 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 or Custodians that are the duly appointed agent or agents of the Trustee. The Depositor, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be included in the Trust Fund 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. (c) Notwithstanding the provisions of Section 2.01(b), in the event that 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 applicable, as the mortgagee of record solely as nominee for Residential Funding and its successors and assigns. If any Assignment is lost or returned unrecorded to the Depositor because of any defect therein, the Depositor shall prepare a substitute Assignment or cure such defect, as the case may be, and cause such Assignment to be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage or Assignment, as applicable (or copy thereof as permitted by Section 2.01(b)), with evidence of recording indicated thereon upon receipt thereof from the public recording office or from the related Subservicer or Seller. 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) and that may be delivered as a copy rather than the original may be delivered to the Trustee or the Custodian. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, at the Depositor's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans 54 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 and the Uncertificated Regular Interests be construed as a sale by the Depositor to the Trustee of the Mortgage Loans and the Uncertificated Regular Interests 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 and the Uncertificated Regular Interests by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the 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, the Mortgage, any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated Regular Interests and any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the foregoing, and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the 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), (C) and (D) 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, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor and, at the Depositor's direction, Residential Funding and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the Uncertificated Regular Interests and the other property described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and deliver to the 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 55 to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans and the Uncertificated Regular Interests, 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, (3) any transfer of any interest of Residential Funding or the Depositor in any Mortgage Loan or (4) any transfer of any interest of Residential Funding or the Depositor in any Uncertificated Regular Interests. 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 acknowledgement 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 90 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 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) 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, upon receipt of notification from the Custodian as specified in the succeeding sentence, the Trustee shall promptly so notify or cause the Custodian to notify the Master Servicer and the Depositor. Pursuant to Section 2.03 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 in respect of the items received by it pursuant to the Custodial Agreement. 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 or Seller of such omission or defect and request that such Subservicer or Seller correct or cure such omission or defect within 60 days from the date the Master Servicer was notified of such omission or defect and, if such Subservicer or Seller does not correct or cure such omission or defect within such period, that such Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its Purchase Price, in either case within 90 days from the date the Master Servicer was notified of such omission or defect; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The Purchase Price for any such Mortgage Loan 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 56 Master Servicer, in each case without recourse, as shall be necessary to vest in the Subservicer or Seller 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 and Section 2.04, if the Subservicer or Seller 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 Seller 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 or Seller, to so cure or purchase any Mortgage Loan as to which a material and adverse defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to Certificateholders or the Trustee on behalf of Certificateholders. Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Depositor. (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is or will be in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not violate the Master Servicer's Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iv) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; (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; 57 (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; (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; and (x) The Servicing Guide of the Master Servicer requires that the Subservicer for each Mortgage Loan accurately and fully reports its borrower credit files to each of the Credit Repositories in a timely manner. It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the 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 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) 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 (ii) 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. 58 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)(ii), the party discovering such breach shall give such notice within five days of discovery. Within 90 days of its discovery or its receipt of notice of breach, the Depositor shall either (i) cure such breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that the Depositor shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, substitution or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Depositor under the same terms and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood and agreed that the obligation of the Depositor to cure such breach or to so purchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the Depositor shall not be required to cure breaches or purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a representation set forth above also constitutes fraud in the origination of the Mortgage Loan. Section 2.04. Representations and Warranties of Sellers. 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 and each Seller's Agreement applicable to a Mortgage Loan as and to the extent set forth in the Assignment Agreement. Insofar as the Assignment Agreement or such Seller's Agreement relates to the representations and warranties made by Residential Funding or the related Seller in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties made in a Seller's Agreement or 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 the related Seller and Residential Funding of such breach or Repurchase Event and request that such Seller or 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. Upon the discovery by the Depositor, the Master Servicer, the Trustee, or any Custodian of a breach of any of such representations and warranties set forth in the Assignment Agreement in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement) at the same time as notice is given pursuant to the preceding paragraph of any corresponding breach of representation or warranty made in Seller's Agreement. The Master Servicer shall promptly notify Residential Funding of such breach of a representation or warranty set forth in the Assignment Agreement and request that Residential Funding either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund within 90 days of the date of such written notice of such breach at the 59 Purchase Price and in the manner set forth in Section 2.02, but only if the Mortgage Loan has not been purchased by the Seller due to a breach of representation and warranty of the related Seller's Agreement as set forth in the preceding paragraph; provided that 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 (xlvii) 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 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. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, the related Seller shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan made in the related Seller Agreements as of the date of substitution, Residential Funding shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan (other than those of a statistical nature) contained in 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(b) hereof. 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 or cause the related Seller to deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to Section 10.01(f) by an Opinion 60 of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. It is understood and agreed that the obligation of the Seller or Residential Funding, as the case may be, to cure such breach or purchase (and 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 (xlvii) 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 Seller's Agreement and 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, 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 and the REMIC II Regular Interests for the benefit of the holders of the Regular Certificates and the Class R-III certificates. The Trustee acknowledges receipt of the REMIC I Regular Interests and the REMIC II Regular Interests (each of 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-III Certificates. The interests evidenced by the Class R-III Certificate, together with the Regular Certificates, constitute the entire beneficial ownership interest in REMIC III. 61 Section 2.06. Purposes and Powers of the Trust. The purpose of the trust, as created hereunder, is to engage in the following activities: (a) to sell the Certificates to the Depositor in exchange for the Mortgage Loans; (b) to enter into and perform its obligations under this Agreement; (c) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (d) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders. The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.06 may not be amended, without the consent of the Certificateholders evidencing a majority of the aggregate Voting Rights of the Certificates. 62 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 as set forth in Section 3.10(a)(ii). Notwithstanding the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans. The Trustee shall not be liable for any action taken by the Master Servicer or any Subservicer pursuant to such powers of attorney or other documents. In servicing and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with this Agreement, co 63 If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the prior senior lien, provided that the following requirements are met: (i) (A) the Mortgagor's debt-to-income ratio resulting from such refinancing is less than the original debt-to-income ratio as set forth on the Mortgage Loan Schedule; provided, however, that in no instance shall the resulting Combined Loan-to-Value Ratio ("Combined Loan-to-Value Ratio") of such Mortgage Loan be higher than that permitted by the Program Guide; or (B) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing; provided, however, if such refinanced mortgage loan is a "rate and term" mortgage loan (meaning, the Mortgagor does not receive any cash from the refinancing), the Combined Loan-to-Value Ratio may increase to the extent of either (x) the reasonable closing costs of such refinancing or (y) any decrease in the value of the related Mortgaged Property, if the Mortgagor is in good standing as defined by the Program Guide; (ii) the interest rate, or, in the case of an adjustable rate existing senior lien, the maximum interest rate, for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest rate or the maximum interest rate, as the case may be, on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; provided, however (A) if the loan evidencing the existing senior lien prior to the date of refinancing has an adjustable rate and the loan evidencing the refinanced senior lien has a fixed rate, then the current interest rate on the loan evidencing the refinanced senior lien may be up to 2.0% higher than the then-current loan rate of the loan evidencing the existing senior lien and (B) if the loan evidencing the existing senior lien prior to the date of refinancing has a fixed rate and the loan evidencing the refinanced senior lien has an adjustable rate, then the maximum interest rate on the loan evidencing the refinanced senior lien shall be less than or equal to (x) the interest rate on the loan evidencing the existing senior lien prior to the date of refinancing plus (y) 2.0%; and (iii) the loan evidencing the refinanced senior lien is not subject to negative amortization. (b) The Master Servicer shall, to the extent consistent with the servicing standards set forth herein, take whatever actions as may be necessary to file a claim under or enforce or allow the Trustee to file a claim under or enforce any title insurance policy with respect to any Mortgage Loan including, without limitation, joining in or causing any Seller or Subservicer (or any other party in possession of any title insurance policy) to join in any claims process, negotiations, actions or proceedings necessary to make a claim under or enforce any title insurance policy. Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury 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 (ii) cause any REMIC formed hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions. 64 (c) 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. (d) 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). (e) 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. (f) The relationship of the Master Servicer (and of any successor to the Master Servicer) to the Depositor under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (g) The Master Servicer shall comply with the terms of Section 9 of the Assignment Agreement. 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. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each Subservicing Agreement will be upon such terms and conditions as are generally required 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, 65 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 and of each Seller under the related Seller's 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 or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only, the parties agree that the foregoing is not intended to, and does not, limit the ability of the Master Servicer to be reimbursed for expenses that are incurred in connection with the enforcement of a Seller's obligations and are reimbursable pursuant to Section 3.10(a)(vii). Section 3.03. Successor Subservicers. The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master Servicer enters into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use reasonable efforts to have the successor Subservicer assume liability for the representations and warranties made by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the terminated Subservicer from liability for such representations and warranties. 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 66 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 or Seller for indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders. Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master Servicer alone and the Trustee and 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, as successor Master Servicer, 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. 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 (subject to the terms and conditions of the Assignment Agreement) (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 the MI 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 67 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. No such modification shall reduce the Mortgage Rate on a Mortgage Loan below the greater of (A) one-half of the Mortgage Rate as in effect on the Cut-off Date and (B) one-half of the Mortgage Rate as in effect on the date of such modification, but not less than the sum of the Servicing Fee Rate, the related Mortgage Insurance Premium Rate, if any, and the per annum rate at which the Subservicing Fee accrues. The final maturity date for any Mortgage Loan shall not be extended beyond the Maturity Date. Also, the aggregate principal balance of all Reportable Modified Mortgage Loans subject to Servicing Modifications (measured at the time of the Servicing Modification and after giving effect to any Servicing Modification) can be no more than five percent of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, unless such limit is increased from time to time with the consent of the MI Policy Provider and each Rating Agency provides written confirmation that an increase in excess of that limit 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. 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 purposes. 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 principal balance thereof by the original maturity date based on the original Mortgage Rate; provided, that such reamortization shall not be permitted if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes. (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 Monthly Payments due before or in the month of 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; 68 (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 (including amounts received from Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in clause (xlvii) of Section 4 of the Assignment Agreement) and all amounts required to be deposited in connection with the substitution of a Qualified Substitute Mortgage Loan pursuant to Section 2.03 or 2.04; and (v) Any amounts required to be deposited pursuant to Section 3.07(c) and any payments or collections received in the nature 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 Monthly Payments due before or in the month of the Cut-off Date) and payments or collections consisting of late payment charges or assumption fees may but need not be deposited by the Master Servicer in the Custodial Account. In the event any amount not required to be deposited in the Custodial Account is so deposited, the Master Servicer may at any time withdraw such amount from the Custodial Account, any provision herein to the contrary notwithstanding. The Custodial Account may contain funds that belong to one or more trust funds created for mortgage pass-through certificates of other series and may contain other funds respecting payments on mortgage loans belonging to the Master Servicer or serviced or master serviced by it on behalf of others. Notwithstanding such commingling of funds, the Master Servicer shall keep records that accurately reflect the funds on deposit in the Custodial Account that have been identified by it as being attributable to the Mortgage Loans. With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds, Subsequent Recoveries and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04, 4.07 and 4.08 received in any calendar month, the Master Servicer may elect to treat such amounts as included in the Group I Available Distribution Amount or Group II Available Distribution Amount, as applicable, 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 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. 69 Section 3.08. Subservicing Accounts; Servicing Accounts. (a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Master Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and maintain one or more Subservicing Accounts which shall be an Eligible Account or, if such account is not an Eligible Account, shall generally satisfy the requirements of the Program Guide and be otherwise acceptable to the Master Servicer and each Rating Agency. The Subservicer will be required thereby to deposit into the Subservicing Account on a daily basis all proceeds of Mortgage Loans received by the Subservicer, less its Subservicing Fees and unreimbursed advances and expenses, to the extent permitted by the Subservicing Agreement. If the Subservicing Account is not an Eligible Account, the Master Servicer shall be deemed to have received such monies upon receipt thereof by the Subservicer. The Subservicer shall not be required to deposit in the Subservicing Account payments or collections in the nature of late charges or assumption fees, or payments or collections received in the nature 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 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 and the related Mortgage Insurance Premium Rate, if any, 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, the Mortgage Insurance Premium, 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, the Mortgage Insurance Premium, 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 70 insurance), to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part of its servicing duties, the Master Servicer shall, and the Subservicers will, pursuant to the Subservicing Agreements, be required to pay to the Mortgagors interest on funds in this account to the extent required by law. (d) The Master Servicer shall advance the payments referred to in the preceding subsection that are not timely paid by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise. Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans. In the event that compliance with this Section 3.09 shall make any Class of Certificates legal for investment by federally insured savings and loan associations, the Master Servicer shall provide, or cause the Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices designated by the Master Servicer. The Master Servicer shall permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a charge reasonably approximating the cost of such photocopying to the Master Servicer. Section 3.10. Permitted Withdrawals from the Custodial Account. (a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes: (i) to make deposits into the Certificate Account in the amounts and in the manner provided for in Section 4.01; (ii) to reimburse itself or the related Subservicer for previously unreimbursed Advances, Servicing Advances or other expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of this Agreement, such withdrawal right being limited to amounts received on the related Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 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) recoveries of amounts in respect of which such advances were made in the case of Servicing Advances; (iii) to pay to itself or the related Subservicer (if not previously retained by such Subservicer) out of each payment received by the Master Servicer on account of interest on a Mortgage Loan as contemplated by Sections 3.14 and 3.16, an amount equal to that remaining portion of any such payment as to interest (but not in excess of the Servicing Fee and the Subservicing Fee, if not previously retained) which, when deducted, will result in the remaining amount of such 71 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) plus the applicable Mortgage Insurance Premium Rate on the amount specified in the amortization schedule of the related Mortgage Loan as the principal balance thereof at the beginning of the period respecting which such interest was paid after giving effect to any previous Curtailments; (iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds or other property deposited in or credited to the Custodial Account that it is entitled to withdraw pursuant to Section 3.07(c); (v) to pay to itself as additional servicing compensation any Foreclosure Profits, 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, a Seller, 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 a prior calendar month; (viii) to reimburse itself or the Depositor for expenses incurred by and reimbursable to it or the Depositor pursuant to Section 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any repurchase, substitution or indemnification obligation of any Seller (other than the Depositor or an Affiliate of the Depositor) pursuant to the related Seller's Agreement; (ix) to reimburse itself for amounts expended by it (a) pursuant to Section 3.14 in good faith in connection with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (ii) or (viii) above; and (x) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein pursuant to Section 3.07, including any payoff fees or penalties or any other additional amounts payable to the Master Servicer or Subservicer pursuant to the terms of the Mortgage Note. (b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Custodial Account pursuant to such clauses. (c) The Master Servicer shall be entitled to reimburse itself or the related Subservicer for any advance made in respect of a Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the Custodial Account of amounts on deposit therein attributable to the Mortgage Loans on any Certificate Account Deposit Date succeeding the date of such determination. Such right of reimbursement in respect of a Nonrecoverable 72 Advance relating to an Advance made 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 MI Policy and Primary Insurance Coverage. (a) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in noncoverage under the MI Policy or 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. The Master Servicer shall keep or cause to be kept in full force and effect the MI Policy, except as provided in Section 3.11(c). (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 MI Policy Provider under the MI Policy and 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 the MI Policy and 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 the MI Policy or any Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. In addition, the Master Servicer shall deposit any refunds of any Mortgage Insurance Premiums into the Custodial Account for inclusion in the Group I Available Distribution Amount for the following Distribution Date. (c) In the event of a MI Policy Provider Default, if the MI Policy may be terminated without payment of any further premium for such policy, the Master Servicer shall use its best efforts to replace such policy with a substitute policy at a premium rate which is no greater than the premium rate that is charged under the MI Policy and with coverage for losses in amounts substantially similar to those under the MI Policy. 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% 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 73 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 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). 74 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 REMIC created hereunder to fail to qualify as a REMIC 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, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit quality and such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. 75 (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof. Section 3.14. Realization Upon Defaulted Mortgage Loans. (a) The Master Servicer shall foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. Alternatively, the Master Servicer may take other actions in respect of a defaulted Mortgage Loan, which may include (i) accepting a short sale (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting a short refinancing (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order to facilitate refinancing transactions by the Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii) agreeing to a modification in accordance with Section 3.07. In connection with such foreclosure or other conversion or action, the Master Servicer shall, consistent with Section 3.11, follow such practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in its general mortgage servicing activities and as shall be required or permitted by the Program Guide; provided that the Master Servicer shall not be liable in any respect hereunder if the Master Servicer is acting in connection with any such foreclosure or other conversion or action in a manner that is consistent with 76 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 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 77 Property as soon as practicable, giving due consideration to the interests of the Certificateholders, but in all cases, within three full years after the taxable year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter period as may be necessary under applicable state (including any state in which such property is located) law to maintain the status of each REMIC created hereunder as a REMIC under applicable state law and avoid taxes resulting from such property failing to be foreclosure property under applicable state law) or, at the expense of the Trust Fund, request, more than 60 days before the day on which such grace period would otherwise expire, an extension of such grace period unless the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the holding by the Trust Fund of such REO Property subsequent to such period will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code or cause any REMIC created hereunder 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 any REMIC created hereunder to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. (d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well as any recovery (other than Subsequent Recoveries) resulting from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following order of priority: first, to reimburse the Master Servicer or the related Subservicer in accordance with Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), to the Due Date in the related Due Period prior to the Distribution Date on which such amounts are to be distributed; third, to the Certificateholders as a recovery of principal on the Mortgage Loan (or REO Property); fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer shall have no claims for any deficiencies with respect to such fees which result from the foregoing allocation); and fifth, to Foreclosure Profits. (e) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States Person, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in respect of such Mortgage Loan, the Master Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan. Section 3.15. Trustee to Cooperate; Release of Mortgage Files. (a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer will immediately notify the Trustee (if it holds the related Mortgage File) or the Custodian by a certification of a Servicing Officer (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial 78 Account pursuant to Section 3.07 have been or will be so deposited), substantially in one of the forms attached hereto as Exhibit G, or, in the case of a Custodian, an electronic request in a form acceptable to the Custodian, 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, or, in the case of a Custodian, an electronic request in a form acceptable to the Custodian, requesting that possession of all, or any document constituting part of, the Mortgage File be released to the Master Servicer and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or any document therein to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Trustee, or the Custodian as agent for the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered directly or through a Subservicer to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered directly or through a Subservicer to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the Master Servicer upon the Trustee's receipt of notification from the Master Servicer of the deposit of the related Liquidation Proceeds in the Custodial Account. (c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master Servicer, if necessary, any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate any insurance coverage under any Required Insurance Policy or invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale. 79 Section 3.16. Servicing and Other Compensation; Compensating Interest. (a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the Mortgage Insurance Premium Rate, if applicable, 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. Prepayment charges shall be deposited into the Certificate Account and shall be paid on each Distribution Date to the holders of the related Class SB Certificates. (c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees and expenses of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14. (d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement. (e) Notwithstanding clauses (a) and (b) above, the amount of servicing compensation that the Master Servicer shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall be reduced (but not below zero) by the amount of Compensating Interest (if any) for such Distribution Date used to cover Prepayment Interest Shortfalls as provided in Section 3.16(f) below. Such reduction shall be applied during such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii); and second, to any income or gain realized from any investment of funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(c), respectively. 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); and (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(c). (f) With respect to any Distribution Date, Prepayment Interest Shortfalls on the Mortgage Loans will be covered first, by the Master Servicer, but only to the extent such Prepayment Interest Shortfalls do not exceed Eligible Master Servicing Compensation. (g) With respect to any Distribution Date, Compensating Interest derived from a particular Loan Group shall be used on such Distribution Date to cover any Prepayment Interest Shortfalls in such Loan Group and then to cover any Prepayment Interest Shortfalls on the other Loan Group in the same manner and priority as Excess Cash Flow would cover such shortfalls pursuant to Section 4.02. 80 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, on or before the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, an Officers' Certificate stating, as to each signer thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year related to its servicing of mortgage loans and of its performance under the pooling and servicing agreements, including this Agreement, has been made under such officers' supervision, (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations relating to this Agreement in all material respects throughout such year, or, if there has been material noncompliance with such servicing standards or a default in the fulfillment in all material respects of any such obligation relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof and (iii) to the best of such officers' knowledge, each Subservicer has complied in all material respects with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its material obligations under its Subservicing Agreement in all material respects throughout such year, or, if there has been material noncompliance with such servicing standards or a material default in the fulfillment of such obligations relating to this Agreement, such statement shall include a description of such noncompliance or specify each such default, as the case may be, known to such officer and the nature and status thereof. 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, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the 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 81 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 with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the Depositor or Residential Funding. The Depositor may enforce the obligation of the Master Servicer hereunder and may, but it 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. Neither the Depositor nor the Trustee shall have the responsibility or liability for any action or failure to act by the Master Servicer and the Depositor is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise. Section 3.21. The Mortgage Insurance Co-Trustee. (a) The Master Servicer and the Trustee hereby appoint the Mortgage Insurance Co-Trustee to act as co-trustee as permitted under and in accordance with Section 8.10 of this Agreement. The Mortgage Insurance Co-Trustee hereby agrees to act as co-trustee of the Trust Fund for purposes of accepting and holding the MI Policy on behalf of the Trust and to be the named insured under the MI Policy. The Mortgage Insurance Co-Trustee shall hold the MI Policy at its Corporate Trust Office. The Mortgage Insurance Co-Trustee shall be entitled to all of the rights, protections and immunities of the Trustee under Article VIII of this Agreement. (b) On each Distribution Date, the Trustee shall pay, on behalf of the Mortgage Insurance Co-Trustee, the premium for the MI Policy out of amounts on deposit in the Certificate Account. All claims under the MI Policy shall be made by the Master Servicer on behalf of the Mortgage Insurance Co-Trustee and any funds received by the Master Servicer with respect to the MI Policy will be deemed to have been received by the Master Servicer on behalf of the Mortgage Insurance Co-Trustee. Regardless, any funds received by the Mortgage Insurance Co-Trustee under the MI Policy shall be remitted to the Trustee within two Business Days for deposit to the Certificate Account. (c) In the event of a MI Policy Provider Default under the MI Policy, the MI Policy Provider shall be terminated by the Mortgage Insurance Co-Trustee on behalf of the Trust only if the Mortgage Insurance Co-Trustee is so directed in writing by the Master Servicer. 82 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 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), 4.07 or 4.08, (iv) any amount required to be paid pursuant to Section 9.01, (v) an amount equal to the Mortgage Insurance Premium payable on such Distribution Date and (vi) other amounts constituting the Group I Available Distribution Amount or Group II Available Distribution Amount for the immediately succeeding Distribution Date. (b) On each Distribution Date, prior to making any other distributions referred to in Section 4.02 herein, the Trustee shall withdraw from the Certificate Account and pay to the MI Policy Provider, by wire transfer of immediately available funds, the Mortgage Insurance Premium for such Distribution Date. (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 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 Group I Available Distribution Amount and Group II Available Distribution Amount (in each case, to the extent on deposit in the Certificate Account) for such date to the interests issued in respect of each REMIC 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 III on account of the REMIC I Regular Interests: (i) to the extent of the Group I Available Distribution Amount, to REMIC III as the holder of REMIC I Regular Interest LT1, REMIC I Regular Interest LT2, REMIC I Regular Interest LT3 and REMIC I Regular Interest LT4, pro rata, in an amount equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and 83 (ii) on each Distribution Date, to REMIC III as the holder of the REMIC I Regular Interests, in an amount equal to the remainder of the Group I Available Distribution Amount after the distributions made pursuant to clause (i) above, allocated as follows (except as provided below): (A) in respect of the REMIC I Regular Interest LT2, REMIC I Regular Interest LT3 and REMIC I Regular Interest LT4, their respective Principal Distribution Amounts; (B) in respect of the REMIC I Regular Interest LT1 any remainder until the Uncertificated Principal Balance thereof is reduced to zero; (C) any remainder in respect of the REMIC I Regular Interest LT2, REMIC I Regular Interest LT3 and REMIC I Regular Interest LT4, pro rata according to their respective Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (i) above, until their respective Uncertificated Principal Balances are reduced to zero; and (D) any remaining amounts to the Holders of the Class R-I Certificates. (2) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC I Regular Interests: (i) to the extent of the Group II Available Distribution Amount, to REMIC III as the holder of REMIC II Regular Interest LT5, REMIC II Regular Interest LT6, REMIC II Regular Interest LT7 and REMIC II Regular Interest LT8, pro rata, in an amount equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and (ii) on each Distribution Date, to REMIC III as the holder of the REMIC II Regular Interests, in an amount equal to the remainder of the Group II Available Distribution Amount after the distributions made pursuant to clause (i) above, allocated as follows (except as provided below): (A) in respect of the REMIC II Regular Interest LT6, REMIC II Regular Interest LT7 and REMIC II Regular Interest LT8, their respective Principal Distribution Amounts; (B) in respect of the REMIC II Regular Interest LT5 any remainder until the Uncertificated Principal Balance thereof is reduced to zero; (C) any remainder in respect of the REMIC II Regular Interest LT6, REMIC II Regular Interest LT7 and REMIC II Regular Interest LT8, pro rata according to their respective Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (i) above, until their respective Uncertificated Principal Balances are reduced to zero; and (D) any remaining amounts to the Holders of the Class R-II Certificates. 84 (3) Notwithstanding the distributions on the REMIC Regular Interests 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) and (d). (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, in each case to the extent of the Group I Available Distribution Amount on deposit in the Certificate Account (or, with respect to clause (xviii)(B) below, to the extent of prepayment charges on deposit in the Certificate Account): (i) to the Class A-I Certificateholders and the Class M-I Certificateholders, the related Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, plus any related Accrued Certificate Interest remaining unpaid from any prior Distribution Date, in the following order of priority: (1) first, to the Class A-I Certificateholders on a pro rata basis, based upon the amount of Accrued Certificate Interest due thereon; (2) second, to the Class M-I-1 Certificateholders; (3) third, to the Class M-I-2 Certificateholders; and (4) fourth, to the Class M-I-3 Certificateholders; (ii) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group I Available Distribution Amount remaining after the foregoing distributions, the Group I Principal Distribution Amount (other than the amounts described in clauses (b)(iv) and (v) of the definition thereof), which amount shall be allocated in the manner and priority set forth in Section 4.02(e) below, until the aggregate Certificate Principal Balance of each Class of Class A-I Certificates and Class M-I Certificates has been reduced to zero; (iii) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the Group I Excess Cash Flow, an amount equal to the principal portion of Realized Losses on the Group I Loans during the immediately preceding Due Period, which amount shall be included in the Group I Principal Distribution Amount and allocated in the manner and priority set forth in Section 4.02(e) below until the aggregate Certificate Principal Balance of each Class of Class A-I Certificates and Class M-I Certificates has been reduced to zero; (iv) to the Class A-II Certificateholders and Class M-II Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, an amount equal to the principal portion of Realized Losses on the Group II Loans during the immediately preceding Due Period, to the 85 extent not covered by distributions of the Group II Excess Cash Flow on such Distribution Date, which amount shall be included in the Group II Principal Distribution Amount and allocated in the manner and priority set forth in Section 4.02(f) below, until the aggregate Certificate Principal Balance of each Class of Class A-II Certificates and Class M-II Certificates has been reduced to zero; (v) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the Group I Overcollateralization Increase Amount, which amount shall be included in the Group I Principal Distribution Amount and allocated in the manner and priority set forth in Section 4.02(e) below, until the aggregate Certificate Principal Balance of each Class of Class A-I Certificates and Class M-I Certificates has been reduced to zero; (vi) beginning on the Distribution Date in August 2004, to the Class A-II Certificateholders and Class M-II Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the Group II Overcollateralization Increase Amount for such Distribution Date, to the extent not covered by distributions of the Group II Excess Cash Flow on such Distribution Date, which amount shall be included in the Group II Principal Distribution Amount and allocated in the manner and priority set forth in Section 4.02(f) below, until the aggregate Certificate Principal Balance of each Class of Class A-II Certificates and Class M-II Certificates has been reduced to zero; (vii) to the Class A-I Certificateholders and Class M-I Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the amount of any related Prepayment Interest Shortfalls with respect to the Group I Loans for that Distribution Date, to the extent not covered by Compensating Interest on such Distribution Date, which amount shall be allocated to the Class A-I Certificateholders and Class M-I Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls allocated thereto for such Distribution Date; (viii) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the amount of any related Prepayment Interest Shortfalls with respect to the Group II Loans for that Distribution Date, to the extent not covered by Compensating Interest and distributions of the Group II Excess Cash Flow on such Distribution Date, which amount shall be allocated to the Class A-II Certificateholders and the Class M-II Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls allocated thereto for such Distribution Date; (ix) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon at the related Pass-Through Rates, which amount shall be allocated to the Class A-I Certificateholders and the Class M-I Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls allocated thereto and remaining unpaid; (x) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon at the related Pass-Through Rates, to the extent not covered by distributions of the Group II Excess Cash Flow on such Distribution Date, which amount shall be allocated to the Class A-II Certificateholders and the Class M-II Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls allocated thereto and remaining unpaid; 86 (xi) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the amount of any Group I Net WAC Cap Shortfalls on such Certificates, which amount shall be allocated first, to the Class A-I Certificateholders on a pro rata basis, based on their respective Group I Net WAC Cap Shortfalls, and then sequentially, to the Class M-I-1 Certificateholders, Class M-I-2 Certificateholders and Class M-I-3 Certificateholders, in that order; (xii) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the amount of any Group II Basis Risk Shortfalls on such Certificates to the extent not covered by distributions of the Group II Excess Cash Flow or the Hedge Payment on such Distribution Date, which amount shall be allocated first, to the Class A-II Certificateholders on a pro rata basis, based on their respective Group II Basis Risk Shortfalls, and then sequentially, to the Class M-II-1 Certificateholders, Class M-II-2 Certificateholders and Class M-II-3 Certificateholders, in that order; (xiii) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the amount of any Relief Act Shortfalls allocated to such Certificates with respect to the Group I Loans for that Distribution Date, which amount shall be allocated to the Class A-I Certificateholders and the Class M-I Certificateholders on a pro rata basis, based on the amount of Relief Act Shortfalls allocated thereto for that Distribution Date; (xiv) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the amount of any Relief Act Shortfalls allocated to such Certificates with respect to the Group II Loans for that Distribution Date, to the extent not covered by distributions of the Group II Excess Cash Flow on such Distribution Date, which amount shall be allocated to the Class A-II Certificateholders and the Class M-II Certificateholders on a pro rata basis, based on the amount of Relief Act Shortfalls allocated thereto for that Distribution Date; (xv) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group I 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-I 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-I-1 Certificateholders, Class M-I-2 Certificateholders and Class M-I-3 Certificateholders, in that order; (xvi) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, to the extent not covered by distributions of the Group II Excess Cash Flow on such Distribution Date, which amount shall be allocated first, to the Class A-II 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-II-1 Certificateholders, Class M-II-2 Certificateholders and Class M-II-3 Certificateholders, in that order; (xvii) to the Depositor, for any amounts advanced with respect to Mortgage Insurance Premium Taxes Reserve Fund Deposit, from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions; (xviii) to the Class SB-I Certificates, (A) from the amount, if any, of the Group I Excess Cash Flow remaining after the foregoing distributions, the sum of (I) Accrued Certificate Interest thereon, (II) the amount of any Group I Overcollateralization Reduction Amount for such Distribution Date and (III) for any Distribution Date after the Certificate Principal Balance of each Class of Class A Certificates and Class M Certificates has been reduced to zero, the Group I Overcollateralization Amount, and (B) from prepayment charges on deposit in the Certificate Account, any prepayment charges received on the Group I Loans during the related Prepayment Period; and 87 (xix) to the Class R-III Certificateholders, the balance, if any, of the Group I Excess Cash Flow. (d) 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, in each case to the extent of the Group II Available Distribution Amount on deposit in the Certificate Account (except, with respect to clause (i) below, to the extent of the Class A-II Interest Distribution Amount, with respect to clauses (iii), (xiii) and (xx) below, to the extent of the remaining Available Distribution Amount plus the remaining Hedge Payment or, with respect to clause (xx)(B) below, to the extent of prepayment charges on deposit in the Certificate Account): (i) to the Class A-II Certificateholders, the Group II REMIC Interest Amount payable on the Class A-II Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (i) but remaining unpaid from any prior Distribution Date, which amount shall be allocated to the Class A-II Certificateholders on a pro rata basis, based upon the amount of Group II REMIC Interest Amount due thereon, being paid from and in reduction of the Group II Available Distribution Amount for such Distribution Date; (ii) to the Class M-II Certificateholders, from the amount, if any, of the Group II Available Distribution Amount remaining after the foregoing distributions, the Group II REMIC Interest Amount payable on the Class M-II Certificates with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (ii) but remaining unpaid from any prior Distribution Date, sequentially, to the Class M-II-1 Certificateholders, Class M-II-2 Certificateholders and Class M-II-3 Certificateholders, in that order, being paid from and in reduction of the Group II Available Distribution Amount for such Distribution Date; (iii) to the Class A-II Certificateholders and the Class M-II Certificateholders, the related Accrued Certificate Interest in excess of the Group II REMIC Interest Amount, which amount shall be allocated to the Class A-II Certificateholders and the Class M-II Certificateholders on a pro rata basis, based upon the amount of the related Accrued Certificate Interest in excess of the Group II REMIC Interest Amount due thereon, being paid from and in reduction of the Hedge Payment for such Distribution Date; (iv) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group II Available Distribution Amount remaining after the foregoing distributions, the Group II Principal Distribution Amount (other than the amounts described in clauses (b)(iv) and (v) of the definition 88 thereof), which amount shall be allocated in the manner and priority set forth in Section 4.02(f) below, until the aggregate Certificate Principal Balance of each Class of Class A-II Certificates and Class M-II Certificates has been reduced to zero; (v) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the Group II Excess Cash Flow, an amount equal to the principal portion of Realized Losses on the Group II Loans during the immediately preceding Due Period, which amount shall be included in the Group II Principal Distribution Amount and allocated in the manner and priority set forth in Section 4.02(f) below, until the aggregate Certificate Principal Balance of each Class of Class A-II Certificates and Class M-II Certificates has been reduced to zero; (vi) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, an amount equal to the principal portion of Realized Losses on the Group I Loans during the immediately preceding Due Period, to the extent not covered by distributions of the Group I Excess Cash Flow on such Distribution Date, which amount shall be included in the Group I Principal Distribution Amount and allocated in the manner and priority set forth in Section 4.02(e) below, until the aggregate Certificate Principal Balance of each Class of Class A-I Certificates and Class M-I Certificates has been reduced to zero; (vii) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the Group II Overcollateralization Increase Amount, which amount shall be included in the Group II Principal Distribution Amount and allocated in the manner and priority set forth in Section 4.02(f) below, until the aggregate Certificate Principal Balance of each Class of Class A-II Certificates and Class M-II Certificates has been reduced to zero; (viii) beginning on the Distribution Date in August 2004, to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the Group I Overcollateralization Increase Amount for such Distribution Date, to the extent not covered by distributions of the Group I Excess Cash Flow on such Distribution Date, which amount shall be included in the Group I Principal Distribution Amount and allocated in the manner and priority set forth in Section 4.02(e) below, until the aggregate Certificate Principal Balance of each Class of Class A-I Certificates and Class M-I Certificates has been reduced to zero; (ix) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the amount of any related Prepayment Interest Shortfalls with respect to the Group II Loans for that Distribution Date, to the extent not covered by Compensating Interest on such Distribution Date, which amount shall be allocated to the Class A-II Certificateholders and the Class M-II Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls allocated thereto for such Distribution Date; (x) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the amount of any related Prepayment Interest Shortfalls with respect to the Group I Loans for that Distribution Date, to the 89 extent not covered by Compensating Interest and distributions of the Group I Excess Cash Flow on such Distribution Date, which amount shall be allocated to the Class A-I Certificateholders and Class M-I Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls allocated thereto for such Distribution Date; (xi) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon at the related Pass-Through Rates, which amount shall be allocated to the Class A-II Certificateholders and the Class M-II Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls allocated thereto and remaining unpaid; (xii) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the amount of any Prepayment Interest Shortfalls allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon at the related Pass-Through Rates, to the extent not covered by distributions of the Group I Excess Cash Flow on such Distribution Date, which amount shall be allocated to the Class A-I Certificateholders and the Class M-I Certificateholders on a pro rata basis, based on the amount of Prepayment Interest Shortfalls allocated thereto and remaining unpaid; (xiii) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the amount of any Group II Basis Risk Shortfalls on such Certificates, which amount shall be allocated first, to the Class A-II Certificateholders on a pro rata basis, based on their respective Group II Basis Risk Shortfalls, and then sequentially, to the Class M-II-1 Certificateholders, Class M-II-2 Certificateholders and Class M-II-3 Certificateholders, in that order, in each case being paid from and in reduction of first, the Hedge Payment for such Distribution Date and second, the Group II Available Distribution Amount for such Distribution Date; (xiv) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the amount of any Group I Net WAC Cap Shortfalls on such Certificates, to the extent not covered by distributions of the Group I Excess Cash Flow on such Distribution Date, which amount shall be allocated first, to the Class A-I Certificateholders on a pro rata basis, based on their respective Group I Net WAC Cap Shortfalls, and then sequentially, to the Class M-I-1 Certificateholders, Class M-I-2 Certificateholders and Class M-I-3 Certificateholders, in that order; (xv) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the amount of any Relief Act Shortfalls allocated to such Certificates with respect to the Group II Loans for that Distribution Date, which amount shall be allocated to the Class A-II Certificateholders and the Class M-II Certificateholders on a pro rata basis, based on the amount of Relief Act Shortfalls allocated thereto for that Distribution Date; (xvi) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the amount of any Relief Act Shortfalls allocated to such Certificates with respect to the Group I Loans for that Distribution Date, to the extent not covered by distributions of the Group I Excess Cash Flow on such Distribution Date, which amount shall be allocated to the Class A-I Certificateholders and the Class M-I Certificateholders on a pro rata basis, based on the amount of Relief Act Shortfalls allocated thereto for that Distribution Date; 90 (xvii) to the Class A-II Certificateholders and the Class M-II Certificateholders, from the amount, if any, of the Group II 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-II 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-II-1 Certificateholders, Class M-II-2 Certificateholders and Class M-II-3 Certificateholders, in that order; (xviii) to the Class A-I Certificateholders and the Class M-I Certificateholders, from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed, to the extent not covered by distributions of the Group I Excess Cash Flow on such Distribution Date, which amount shall be allocated first, to the Class A-I 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-I-1 Certificateholders, Class M-I-2 Certificateholders and Class M-I-3 Certificateholders, in that order; (xix) to the Depositor, for any amounts advanced with respect to Mortgage Insurance Premium Taxes Reserve Fund Deposit, from the amount, if any, of Group II Excess Cash Flow remaining after the foregoing distributions; (xx) to the Class SB-II Certificates, (A) from the amount, if any, of the Group II Excess Cash Flow remaining after the foregoing distributions, the sum of (I) Accrued Certificate Interest thereon, (II) the amount of any Group II Overcollateralization Reduction Amount for such Distribution Date, (III) the amount of any Hedge Shortfall Amount for such Distribution Date, (IV) the amount of any Hedge Shortfall Carry-Forward Amount for such Distribution Date and (V) for any Distribution Date after the Certificate Principal Balance of each Class of Class A Certificates and Class M Certificates has been reduced to zero, the Group II Overcollateralization Amount, (B) from prepayment charges on deposit in the Certificate Account, any prepayment charges received on the Group II Loans during the related Prepayment Period and (C) from the Hedge Payment, if any, the amount of such Hedge Payment remaining after the foregoing distributions; and (xxi) to the Class R-III Certificateholders, the balance, if any, of the Group II Excess Cash Flow. (e) The Group I Principal Distribution Amount payable to the Class A-I Certificateholders and Class M-I Certificateholders shall be distributed as follows: (i) first, the Class A-I Principal Distribution Amount shall be distributed as follows: (A) first, to the to the Class A-I-6 Certificates, an amount equal to the Class A-I-6 Lockout Distribution Amount for that Distribution Date, until the Certificate Principal Balance of the Class A-I-6 Certificates has been reduced to zero; and (B) second, to the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4, Class A-I-5 and Class A-I-6 Certificates, in that order, in each case until the Certificate Principal Balance thereof has been reduced to zero. 91 (ii) second, the Class M-I-1 Principal Distribution Amount shall be distributed to the Class M-I-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (iii) third, the Class M-I-2 Principal Distribution Amount shall be distributed to the Class M-I-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (iv) fourth, the Class M-I-3 Principal Distribution Amount shall be distributed to the Class M-I-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero. (f) The Group II Principal Distribution Amount payable to the Class A-II Certificateholders and the Class M-II Certificateholders shall be distributed as follows: (i) first, the Class A-II Principal Distribution Amount shall be distributed as follows: (A) first, concurrently, (1) the Class A-II-A Principal Distribution Amount shall be distributed to the Class A-II-A Certificates, until the Certificate Principal Balance thereof has been reduced to zero, and the Class A-II-B Principal Distribution Amount shall be distributed sequentially, to the Class A-II-B1 Certificates, Class A-II-B2 Certificates and Class A-II-B3 Certificates, in that order, in each case until the Certificate Principal Balance thereof has been reduced to zero; and (B) second, any remaining Class A-II-B Principal Distribution Amount shall be distributed to the Class A-II-A Certificates, until the Certificate Principal Balance thereof has been reduced to zero, and any remaining Class A-II-A Principal Distribution Amount shall be distributed sequentially, to the Class A-II-B1 Certificates, Class A-II-B2 Certificates and Class A-II-B3 Certificates, in that order, in each case until the Certificate Principal Balance thereof has been reduced to zero. (ii) second, the Class M-II-1 Principal Distribution Amount shall be distributed to the Class M-II-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (iii)third, the Class M-II-2 Principal Distribution Amount shall be distributed to the Class M-II-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (iv) fourth, the Class M-II-3 Principal Distribution Amount shall be distributed to the Class M-II-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero. (g) Notwithstanding the foregoing clauses (c), (d), (e) and (f), upon the reduction of the Certificate Principal Balance of a Class of Class A Certificates or Class M Certificates to zero, such Class of Certificates will not be entitled to further distributions pursuant to Section 4.02. (h) 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 92 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. (i) 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. (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 Group I Loans and Group II Loans pursuant to Section 4.04; (v) the number and aggregate Stated Principal Balance of the Group I Loans, the Group II Loans and the Mortgage Loans in the aggregate 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; 93 (vii)on the basis of the most recent reports furnished to it by Subservicers, (A) the number and aggregate principal balances of Group I Loans and Group II Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Group I Loans and Group II Loans that are in foreclosure, (B) the number and aggregate principal balances of the Group I Loans, Group II Loans and the Mortgage Loans in the aggregate 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 Reportable Modified Mortgage Loans, the number and aggregate principal balances of the Group I Loans, Group II Loans and the Mortgage Loans in the aggregate 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 with respect to the Group I Loans and Group II Loans; (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 with respect to the Group I Loans and Group II Loans for such Distribution Date and the aggregate amount of Realized Losses with respect to the Group I Loans and Group II Loans incurred since the Cut-off Date; (xi) with respect to the related Due Period, (A) the number of Group I Loans for which a payment was made by the MI Policy Provider under the MI Policy since the Closing Date and the aggregate amount of any such payments, (B) the number of Group I Loans for which a claim has been presented to the MI Policy Provider under the MI Policy since the Closing Date and the aggregate amount of any such outstanding claims, and (C) the number of Group I Loans for which a claim was presented to the MI Policy Provider under the MI Policy since the Closing Date which claim was denied by the MI Policy Provider and the aggregate amount of any such denied claims; (xii)the Pass-Through Rate on each Class of Certificates, the Group I Net WAC Cap Rate and Group II Net WAC Cap Rate and the Group II Weighted Average Maximum Net Mortgage Rate; (xiii) the Group II Basis Risk Shortfalls, the Group I Net WAC Cap Shortfalls, the Group I Prepayment Interest Shortfalls and the Group II Prepayment Interest Shortfalls; (xiv)the Group I Overcollateralization Amount, the Group II Overcollateralization Amount, the Group I Required Overcollateralization Amount and the Group II Required Overcollateralization Amount following such Distribution Date; (xv) the number and aggregate principal balance of the Group I Loans and Group II Loans repurchased under Section 4.07 or 4.08; (xvi)the aggregate amount of any recoveries with respect to the Group I Loans and Group II Loans 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 Group I Loans or Group II Loans after giving effect to the amounts distributed on such Distribution Date; 94 (xviii) the weighted average Mortgage Rates of the Group I Loans or Group II Loans after giving effect to the amounts distributed on such Distribution Date; (xix)the amount, if any, required to be paid under the Hedge Agreement for such Distribution Date and any shortfall in amounts previously required to be paid under the Hedge Agreement for prior Distribution Dates; and (xx) the occurrence of the Group I Stepdown Date and the Group II Stepdown Date; (xxi)the amount, if any, required to be paid under any Derivative Contract entered into pursuant to Section 4.11 hereof; and (xxii) the aggregate amount of Realized Losses since the Cut-off Date for the Group I Loans and the Group II Loans. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. In addition to the statement provided to the Trustee as set forth in this Section 4.03(a), the Master Servicer shall provide to any manager of a trust fund consisting of some or all of the Certificates, upon reasonable request, such additional information as is reasonably obtainable by the Master Servicer at no additional expense to the Master Servicer. Also, at the request of a Rating Agency, the Master Servicer shall provide the information relating to the Reportable Modified Mortgage Loans substantially in the form attached hereto as Exhibit U 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, upon the Trustee's receipt thereof, 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) 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 Class R Certificate, a statement containing the applicable distribution information provided pursuant to this Section 4.03 aggregated for such calendar year or applicable portion thereof during which such Person was the Holder of a Class R Certificate. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer and forwarded by the Trustee pursuant to any requirements of the Code. (d) As soon as reasonably practicable, upon the written request of any Class SB Certificate or Class R 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. (e) The Master Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act, 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 95 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 (e) shall include a certification, signed by the senior officer in charge of the servicing functions of the Master Servicer, in the form attached as Exhibit T-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. This Section 4.03(e) may be amended in accordance with this Agreement without the consent of the Certificateholders. 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 T-2. Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master Servicer. (a) Prior to the close of business on the Business Day next succeeding each Determination Date, the Master Servicer shall furnish a written statement (which may be in a mutually agreeable electronic format) to the Trustee, any Paying Agent and the Depositor (the information in such statement to be made available to Certificateholders by the Master Servicer on request) (provided that the Master Servicer will use its best efforts to deliver such written statement not later than 12:00 p.m. New York time on the second Business Day prior to the Distribution Date) setting forth (i) the Group I Available Distribution Amount and Group II 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 Mortgage Insurance Premium for such Distribution Date, (iv) the amounts required to be withdrawn from the Mortgage Insurance Premium Taxes Reserve Fund pursuant to Section 4.09, (v) the amount of Prepayment Interest Shortfalls, Group I Net WAC Cap Shortfalls and Group II Basis Risk Shortfalls, (vi) the Hedge Payment, if any, for such Distribution Date, and (vii) the amount, if any, payable to the Trustee by a Derivative Counterparty. 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 plus the applicable Mortgage Insurance Premium Rate), less the amount of any related Servicing Modifications, Debt Service Reductions or Relief Act Shortfalls, on the Outstanding Mortgage Loans 96 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 assumed Monthly Payment (with each interest portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate plus the applicable Mortgage Insurance Premium Rate) that would have been due on the related Due Date based on the original amortization schedule for such Balloon Loan until such Balloon Loan is finally liquidated, over any payments of interest or principal (with each interest portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate plus the applicable Mortgage Insurance Premium 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 remit to the Trustee for 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 clauses (i) and (ii) aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall be replaced by the Master Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit Date shall be less than payments to Certificateholders required to be made on the following Distribution Date. The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b) that has been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made by the Master Servicer pursuant to this Section 4.04. The determination by the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing Officer delivered to the Depositor and the Trustee. In the event that the Master Servicer determines as of the Business Day preceding any Certificate Account Deposit Date that it will be unable to deposit in the Certificate Account an amount equal to the Advance required to be made for the immediately succeeding Distribution Date, it shall give notice to the Trustee of its inability to advance (such notice may be given by telecopy), not later than 3:00 P.M., New York time, on such Business Day, specifying the portion of such amount that it will be unable to deposit. Not later than 3:00 P.M., New York time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee shall have been notified in writing (by telecopy) that the Master Servicer shall have directly or indirectly deposited in the Certificate Account such portion of the amount of the Advance as to which the Master Servicer shall have given notice pursuant to the preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights and obligations of the Master Servicer under this Agreement in accordance with Section 7.01 and (b) assume the rights and obligations of the Master Servicer hereunder, including the obligation to deposit in the Certificate Account an amount equal to the Advance for the immediately succeeding Distribution Date. The Trustee shall deposit all funds it receives pursuant to this Section 4.04(b) 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. 97 (i) All Realized Losses on the Group I Loans shall be allocated as follows: (1) first, to Excess Cash Flow in the amounts and priority as provided in Section 4.02; (2) second, in reduction of the Group I Overcollateralization Amount, until such amount has been reduced to zero; and (3) third, on any Distribution Date on which, and to the extent that, the aggregate Certificate Principal Balance of the Class A Certificates and Class M Certificates exceeds the aggregate Stated Principal Balance of the Mortgage Loans after application of all payments to be made on such Distribution Date pursuant to Section 4.02, to the Class M-I Certificates and Class A-I Certificates in the following order: (A) first, to the Class M-I-3 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero; (B) second, to the Class M-I-2 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero; (C) third, to the Class M-I-1 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero; and (D) fourth, to the Class A-I Certificates on a pro rata basis, based on their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date, until the aggregate Certificate Principal Balance of each such Class has been reduced to zero. (ii) All Realized Losses on the Group II Loans shall be allocated as follows: (1) first, to Excess Cash Flow as provided in Section 4.02; (2) second, in reduction of the Group II Overcollateralization Amount, until such amount has been reduced to zero; and (3) third, on any Distribution Date on which, and to the extent that, the aggregate Certificate Principal Balance of the Class A Certificates and Class M Certificates exceeds the aggregate Stated Principal Balance of the Mortgage Loans after application of all payments to be made on such Distribution Date pursuant to Section 4.02, to the Class M-II Certificates and Class A-II Certificates in the following order: (A) first, to the Class M-II-3 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero; (B) second, to the Class M-II-2 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero; (C) third, to the Class M-II-1 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero; and 98 (D) fourth, to the Class A-II-A Certificates, Realized Losses on the Group II-A Loans and to all of the Class A-II-B Certificates on a pro rata basis, Realized Losses on the Group II-B Loans, in each case until the aggregate Certificate Principal Balance of each such Class has been reduced to zero. (b) If a Loan Group is undercollateralized due to the application of Section 4.05(a)(i)(3) or (a)(ii)(3) above and the aggregate Certificate Principal Balance of the Class A Certificates and Class M Certificates exceeds the aggregate Stated Principal Balance of the Mortgage Loans after application of all payments to be made on such Distribution Date pursuant to Section 4.02, the Certificate Principal Balance of the Outstanding Class of Class A Certificates and Class M Certificates with the lowest priority in that undercollateralized Loan Group will be reduced to the extent necessary to make the aggregate Certificate Principal Balance of the Class A Certificates and Class M Certificates equal to the aggregate Stated Principal Balance of the Mortgage Loans. (c) 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 aggregate Certificate Principal Balance of the 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" for each Class for such Distribution Date. 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 priority of payment provisions of Section 4.02(c) and (d). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the priority of payment provisions of Section 4.02(c) and (d). 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. (d) All Realized Losses on the Group I Loans shall be allocated on each Distribution Date to the REMIC I Regular Interests and REMIC III Regular Interests as provided in the definitions of REMIC I Realized Losses and REMIC III Realized Losses. (e) All Realized Losses on the Group II Loans shall be allocated on each Distribution Date to the REMIC II Regular Interests and REMIC III Regular Interests as provided in the definitions of REMIC II Realized Losses and REMIC III Realized Losses. (f) Realized Losses allocated to the Group I Excess Cash Flow, Group II Excess Cash Flow, Group I Overcollateralization Amount or the Group II Overcollateralization Amount pursuant to paragraphs (a) or (b) of this section, the definition of Accrued Certificate Interest and the operation of Section 4.02(c) and (d) shall be deemed allocated to the Class SB Certificates. Realized Losses allocated to the Class SB Certificates shall, to the extent such Realized Losses represent Realized Losses on an interest portion, be allocated to the REMIC III Regular Interest SB-IO. Realized Losses allocated to the Excess Cash Flow pursuant to paragraph (a) shall be deemed to reduce Accrued Certificate Interest on the REMIC III Regular Interest SB-IO. Realized Losses allocated to the Overcollateralization Amount pursuant to paragraph (a) shall be deemed first to reduce the principal balance of the REMIC III Regular Interest SB-PO until such principal balance shall have been reduced to zero and thereafter to reduce accrued and unpaid interest on the REMIC III Regular Interest SB-IO. 99 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. (a) With respect to any Mortgage Loan which is delinquent in payment by 90 days or more, the Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee at the Purchase Price therefor; provided, that such Mortgage Loan is 90 days or more delinquent at the time of repurchase. (b) 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 as provided in clause (a) above, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of the Master Servicer without recourse to the Master Servicer which shall succeed to all the Trustee's right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto. Section 4.08. Limited Mortgage Loan Repurchase Right. The Limited Repurchase Right Holder will have the 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 resulting from the exercise of the optional repurchase in this Section 4.08 shall in no event be payable by the Trustee. Section 4.09. Mortgage Insurance Premium Taxes Reserve Fund. (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of Residential Funding, the Mortgage Insurance Premium Taxes Reserve Fund. In addition, on the Closing Date, the Trustee shall deposit into the Mortgage Insurance Premium Taxes Reserve Fund the Mortgage Insurance Premium Taxes Reserve Fund Deposit to the extent received by the Trustee from the Depositor. No later than two business days prior to each Distribution Date, the Master Servicer shall notify the Trustee and, consistent with directions the 100 Master Servicer provides the Trustee for the Distribution Date, to the extent required, the Trustee shall make withdrawals from the Mortgage Insurance Premium Taxes Reserve Fund and use the amounts in the Mortgage Insurance Premium Taxes Reserve Fund solely to pay to the MI Policy Provider any taxes then due and owing on such Distribution Date in connection with any Premium paid under the MI Policy related to Mortgage Loans in the States of Kentucky or West Virginia. Upon receipt of notice by the Trustee from the Master Servicer of a notification that the MI Policy no longer covers any Mortgage Loans in the State of Kentucky or West Virginia, the Trustee shall withdraw from the Mortgage Insurance Premium Taxes Reserve Fund all remaining amounts on deposit, if any, and distribute them to the holder of the Mortgage Insurance Premium Reserve Fund Residual Right. (b) The Mortgage Insurance Premium Taxes Reserve Fund shall be an Eligible Account. Amounts held in the Mortgage Insurance Premium Taxes Reserve Fund from time to time shall continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Mortgage Insurance Premium Taxes Reserve Fund pursuant to this Section 4.09. The Mortgage Insurance Premium Taxes Reserve Fund constitutes an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and is not an asset of the REMICs. Residential Funding shall be the owner of the Mortgage Insurance Premium Taxes Reserve Fund, including the income from investment thereof. The Trustee shall keep records that accurately reflect the amounts on deposit in the Mortgage Insurance Premium Taxes Reserve Fund. The Trustee shall, at the direction of the Master Servicer, invest amounts on deposit in the Mortgage Insurance Premium Taxes Reserve Fund in Permitted Investments. In the absence of written direction to the Trustee from the Master Servicer, all funds in the Mortgage Insurance Premium Taxes Reserve Fund shall remain uninvested. (c) The owner of the Mortgage Insurance Premium Taxes Reserve Fund shall be Residential Funding. Residential Funding, as the owner of the Mortgage Insurance Premium Taxes Reserve Fund, also shall own the Mortgage Insurance Premium Taxes Reserve Fund Residual Right. Section 4.10. Hedge Agreement. (a) In the event that the Trustee does not receive by the Business Day preceding a Distribution Date the amount as specified by the Master Servicer pursuant to Section 4.04(a)(vi) hereof as the amount to be paid with respect to such Distribution Date by the Hedge Agreement Provider under the Hedge Agreement, the Trustee shall enforce the obligation of the Hedge Agreement Provider thereunder. The parties hereto acknowledge that the Hedge Agreement Provider shall be making all calculations, and determine the amounts to be paid, under the Hedge Agreement. Absent manifest error, the Trustee may conclusively rely on such calculations and determination and any notice received by it from the Master Servicer pursuant to Section 4.04(a)(vi) hereof. (b) The Trustee shall deposit or cause to be deposited any amount received under the Hedge Agreement into the Certificate Account on the date such amount is received from the Hedge Agreement Provider under the Hedge Agreement (including termination payments, if any). All payments received under the Hedge Agreement shall be distributed in accordance with the priorities set forth in Section 4.02(d) hereof. (c) In the event that the Hedge Agreement, or any replacement thereof, terminates prior to the Payment Date in April 2006, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Hedge Agreement is sufficient therefor and only to the extent of the termination payment received from the Hedge Agreement Provider, shall (i) cause a new hedge counterparty to assume the obligations of 101 such terminated hedge counterparty or (ii) cause a new hedge counterparty to enter into a new interest rate hedge agreement with the Trust Fund having substantially similar terms as those set forth in the terminated hedge agreement. 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 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 (x) U.S. Department of Labor Prohibited Transaction Exemption ("PTE") 94-29, as most recently amended, 67 Fed. Reg. 54487 (Aug. 22, 2002) (the "RFC Exemption"), to the Holders of the Class A Certificates and Class M Certificates, or (y) Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60 to the Holders of the Class M Certificates, in either case as of the date the Derivative Contract is acquired by the Trustee; or (ii) the consent of each holder of a Class A Certificate and 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 Fund 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 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 Certificates 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. 102 ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. (a) The Class A Certificates, Class M Certificates, Class SB Certificates 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, Class M-I-1 and Class M-II-1 Certificates shall be issuable in minimum dollar denominations of $25,000 and integral multiples of $1 in excess thereof. The Class M-I-2, Class M-II-2, Class M-I-3 and Class M-II-3 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 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. 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 103 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 Certificate Registrar 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 Certificate Registrar of instructions from the Depository directing the Certificate Registrar 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 Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the Definitive Certificate, (ii) the Trustee shall execute and the Certificate Registrar shall 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 the Certificate Registrar shall 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 instructions required under this section and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, 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 8.12 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar, or the Trustee, shall provide the Master Servicer with a certified list of Certificateholders as of each Record Date prior to the related Determination Date. 104 (b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose pursuant to Section 8.12 and, in the case of any Class SB Certificate 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 Certificate 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 Certificate or Class R Certificate is to be made, (i) unless the Depositor directs the Trustee otherwise, the Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer, and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit I hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit J hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. In lieu of the requirements set forth in the preceding sentence, transfers of Class SB Certificates 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 Certificate 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 SB Certificate 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 SB Certificate 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 105 Counsel shall not be an expense of the Trustee, 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 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 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, or any Person (including an insurance company investing its general accounts, an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition (each of the foregoing, a "Plan Investor"). (ii) Any Transferee of a Class M Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan Investor, (b) it has acquired and is holding such Certificate in reliance on the RFC Exemption, and that it understands that there are certain conditions to the availability of the RFC Exemption including that such Certificate must be rated, at the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, Standard & Poor's or Moody's or (c) (x) such Transferee is an insurance company, (y) the source of funds used to purchase or hold such Certificate (or interest therein) is an "insurance company general account" (as defined in PTCE 95-60, and (z) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied (each entity that satisfies this clause (c), a "Complying Insurance Company"). (iii) If any Class M Certificate (or any interest therein) is acquired or held by any Person that does not satisfy the conditions described in paragraph (ii) above, then the last preceding Transferee that either (x) is not a Plan Investor, (y) acquired such Certificate in compliance with the RFC Exemption or (z) 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 Service, any Subservicer, any underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. (f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. 106 (B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit H-1) from the proposed Transferee, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(f) and agrees to be bound by them, and (II) a certificate, in the form attached hereto as Exhibit H-2, from the Holder wishing to transfer the Class R Certificate, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected. (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, 107 then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of a Class R Certificate that is in fact not permitted by this Section 5.02(f) or for making any payments due on such Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 5.02(f) and to the extent that the retroactive restoration of the rights of the Holder of such Class R Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Master Servicer shall have the right, without notice to the holder or any prior holder of such Class R Certificate, to sell such Class R Certificate to a purchaser selected by the Master Servicer on such terms as the Master Servicer may choose. Such purported Transferee shall promptly endorse and deliver each Class R Certificate in accordance with the instructions of the Master Servicer. Such purchaser may be the Master Servicer itself or any Affiliate of the Master Servicer. The proceeds of such sale, net of the commissions (which may include commissions payable to the Master Servicer or its Affiliates), expenses and taxes due, if any, will be remitted by the Master Servicer to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Master Servicer, and the Master Servicer shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of such discretion. (iii) 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. (iv) 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 or 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 (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 REMIC created hereunder to cease to qualify as a 108 REMIC and will not cause (x) any REMIC created hereunder 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). 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. 109 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 Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith. Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer. (a) The Depositor and the Master Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. (b) Any Person into which the Depositor or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that each Rating Agency's ratings, if any, of the Class A Certificates and Class M Certificates in effect immediately prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from each Rating Agency). (c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the contrary, the Master Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasonably satisfactory to the Trustee and the Depositor, is willing to service the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement, in form and substance reasonably satisfactory to the Depositor and the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Agreement; provided further that each Rating Agency's rating of the Classes of Certificates that have been rated in effect immediately prior to such assignment and delegation will not be qualified, reduced or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency). In the case of any such assignment and delegation, the Master Servicer shall be released from its obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence. 110 Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others. Neither the Depositor, the Master Servicer nor any of the directors, officers, employees or agents of the Depositor or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Depositor nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor or the Master Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall. Section 6.04. Depositor and Master Servicer Not to Resign. Subject to the provisions of Section 6.02, neither the Depositor nor the Master Servicer shall resign from its respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and obligations in accordance with Section 7.02. 111 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 (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. 112 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), 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; provided, however, that a successor to the Master Servicer is appointed pursuant to Section 7.02 and such successor Master Servicer shall have accepted the duties of Master Servicer effective upon the resignation of the Master Servicer. If an Event of Default described in clause (vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and the Depositor, immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder as provided in Section 4.04(b). On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder thereof) or the Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or the Trustee's designee appointed pursuant to Section 7.02; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the Master Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the Trustee or its designee for administration by it of all cash amounts which shall at the time be credited to the Custodial Account or the Certificate Account or thereafter be received with respect to the Mortgage Loans. No such termination shall release the Master Servicer for any liability that it would otherwise have hereunder for any act or omission prior to the effective time of such termination. Notwithstanding any termination of the activities of Residential Funding in its capacity as Master Servicer hereunder, Residential Funding shall be entitled to receive, out of any late collection of a Monthly Payment on a Mortgage Loan which was due prior to the notice terminating Residential Funding's rights and obligations as Master Servicer hereunder and received after such notice, that portion to which Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in respect thereof, and any other amounts payable to Residential Funding hereunder the entitlement to which arose prior to the termination of its activities hereunder. Upon the termination of Residential Funding as Master Servicer hereunder the Depositor shall deliver to the Trustee, as successor Master Servicer, a copy of the Program Guide. Section 7.02. Trustee or Depositor to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee or, upon notice to the Depositor and with the Depositor's consent (which shall not be unreasonably withheld) a designee (which meets the standards set forth below) of the Trustee, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer (except for the responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as set forth in such Sections, and its obligations to deposit amounts in respect of losses incurred prior to such notice or termination on the investment of funds in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and 4.01(c) by the terms and provisions hereof); provided, however, that any failure to perform such duties or responsibilities caused by the preceding Master Servicer's failure to provide information required by Section 4.04 shall not be considered a default by the Trustee hereunder as successor Master 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 113 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 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 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. 114 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. 115 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. 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 REMIC created hereunder as a REMIC under the REMIC Provisions and to (subject to Section 10.01(f)) prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee by the Depositor or the Master Servicer and which on their face, do not contradict the requirements of this Agreement; (ii) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii)The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of 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; 116 (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, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel; (iii)The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of 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; 117 (iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests, aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Master Servicer, if an Event of Default shall have occurred and is continuing, and otherwise by the Certificateholder requesting the investigation; (vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys provided that the Trustee shall remain liable for any acts of such agents or attorneys; and (vii)To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and deliver to the Master Servicer in a timely manner any Tax Returns prepared by or on behalf of the Master Servicer that the Trustee is required to sign as determined by the Master Servicer pursuant to applicable federal, state or local tax laws, provided that the Master Servicer shall indemnify the Trustee for signing any such Tax Returns that contain errors or omissions. (b) Following the issuance of the Certificates (and except as provided for in Section 2.04), the Trustee shall not accept any contribution of assets to the Trust Fund unless (subject to Section 10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to the effect that such contribution will not (i) cause any REMIC created hereunder 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 118 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. (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 its obligation to execute the DTC Letter in its individual capacity, and 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(b) 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. 119 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 purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Section 8.07. Resignation and Removal of the Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, 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. 120 (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, 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 121 shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. (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. Section 8.12. Appointment of Office or Agency. The Trustee shall 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 New York Plaza, 6th Floor, New York, NY 10004 for the purpose of keeping the Certificate Register. The Trustee shall maintain an office at the address stated in Section 11.05(c) hereof where notices and demands to or upon the Trustee in respect of this Agreement may be served. 122 Section 8.13. DTC Letter of Representations. The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the DTC Letter on behalf of the Trust Fund and in its individual capacity as agent thereunder. ARTICLE IX TERMINATION Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) the purchase by the Master Servicer of all Group I Loans and all property acquired in respect of any Group I Loan remaining in the Trust Fund (other than the Trust Fund's interest in the MI Policy) and the purchase by the Master Servicer of all Group II Loans and all property acquired in respect of any Group II Loan remaining in the Trust Fund (other than the Trust Fund's interest in the MI Policy), in each case, 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), plus the applicable Mortgage Insurance Premium Rate, if any, to, but not including, the first day of the month in which such repurchase price is distributed; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof; and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any REMIC created hereunder as a REMIC. The purchase price paid by the Master Servicer pursuant to this Section 9.01(a)(ii) 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 (xlvii) of Section 4 of the Assignment Agreement that remain unpaid on the date of such purchase. 123 The right of the Master Servicer to purchase all of the Group I Loans pursuant to clause (ii) above is conditioned upon the date of such purchase occurring on or after the Group I Optional Termination Date. The right of the Master Servicer to purchase all of the Group II Loans pursuant to clause (ii) above is conditioned upon the date of such purchase occurring on or after the Group II 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 of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15 and the Trustee and any Custodian shall, promptly following payment of the purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased. In addition to the foregoing, on any Distribution Date on or after the Group I Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A-I Certificates and Class M-I Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall previously allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate. On any Distribution Date on or after the Group II Optional Termination Date, the Master Servicer shall have the right, at its option, to purchase the Class A-II Certificates and Class M-II Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall previously allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate. If the Master Servicer exercises this right to purchase the outstanding Class A-I Certificates and Class M-I Certificates, or Class A-II Certificates and Class M-II Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that the final distribution will be made to Certificateholders (whether as a result of the exercise by the Master Servicer of its right to purchase the assets of the related Loan Group or otherwise) or on which the Master Servicer anticipates that the Certificates will be purchased (as a result of the exercise by the Master Servicer to purchase the outstanding Certificates). Notice of any termination, specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Master Servicer (if it is exercising its right to purchase the assets of the related Loan Group or to purchase the related outstanding Certificates), or by the Trustee (in any other case) by letter to the Certificateholders (with a copy to the Certificate Registrar) mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying: (i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated where required pursuant to this Agreement or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such purchase is made, 124 (ii) the amount of any such final payment or, in the case of the purchase of the outstanding Certificates, the purchase price, in either case, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer is obligated to give notice to Certificateholders as required above, 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 related Loan Group computed as above provided. As a result of the exercise by the Master Servicer of its right to purchase the outstanding Certificates, the Master Servicer shall deposit in an Eligible Account, established by the Master Servicer on behalf of the Trustee and separate from the Certificate Account, in the name of the Trustee in trust for the registered holders of the Certificates, before the Distribution Date on which such purchase is to occur, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above, and provide notice of such Deposit to the Trustee. The Trustee shall withdraw from such account the amount specified in subsection (c) below and distribute such amount to the Certificateholders as specified in subsection (c) below. The Master Servicer shall provide to the Trustee written notification of any change to the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (c) Upon presentation and surrender of the Class A-I Certificates and Class M-I Certificates by the Certificateholders thereof, the Trustee shall distribute to such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase the Group I Loans or the outstanding Class A-I Certificates and Class M-I Certificates, or (ii) if the Master Servicer elected to so repurchase the Group I Loans or the outstanding Class A-I Certificates and Class M-I Certificates, an amount equal to the price paid pursuant to Section 9.01(a) as follows: first, with respect to the Class A-I Certificates, pari passu, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate, second, with respect to the Class M-I-1 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate, third, with respect to the Class M-I-2 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls and, and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate, fourth, with respect to the Class M-I-3 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate, and fifth, to the Class SB-I Certificates. Upon presentation and surrender of the Class A-II Certificates and Class M-II Certificates by the Certificateholders thereof, the Trustee shall distribute to such Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase the 125 Group II Loans or the outstanding Class A-II Certificates and Class M-II Certificates, or (ii) if the Master Servicer elected to so repurchase the Group II Loans or the outstanding Class A-II Certificates and Class M-II Certificates, an amount equal to the price paid pursuant to Section 9.01(a) as follows: first, with respect to the Class A-II Certificates, pari passu, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate, second, with respect to the Class M-II-1 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate, third, with respect to the Class M-II-2 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls and, and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate, fourth, with respect to the Class M-II-3 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate, and fifth, to the Class SB-II Certificates. (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 related Loan Group), 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. (e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the outstanding Certificates is to be made, the Trustee shall on such date cause all funds in the Eligible Account established by the Master Servicer deposited therein by the Master Servicer pursuant to Section 9.01(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof and shall have no further obligation or liability therefor and the Master Servicer shall 126 thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such date. Section 9.02. Additional Termination Requirements. (a) Each of REMIC I, REMIC II and REMIC III as the case may be, shall be terminated in accordance with the following additional requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the failure of any REMIC created hereunder 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 REMIC created hereunder 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, REMIC II and REMIC III, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations ss.1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I, REMIC II and REMIC III, under Section 860F of the Code and the regulations thereunder;; (ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and (iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash; (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for each of REMIC I, REMIC II and REMIC III at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement. 127 ARTICLE X REMIC PROVISIONS Section 10.01. REMIC Administration. (a) The REMIC Administrator shall make an election to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The REMIC I Regular Interests shall be designated as the "regular interests" and the Class R-I Certificates shall be designated as the sole Class of "residual interests" in REMIC I. The REMIC II Regular Interests shall be designated as the "regular interests" and the Class R-II Certificates shall be designated as the sole Class of "residual interests" in REMIC II. The Class A-I, Class A-II, Class M-I, Class M-II and Class SB Certificates shall be designated as the "regular interests" in REMIC III and the Class R-III Certificates shall be designated the sole Class of "residual interests" in REMIC III. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in the REMIC other than the Certificates. (b) The Closing Date is hereby designated as the "startup day" of each of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code (the "Startup Date"). (c) The REMIC Administrator shall hold a Class R Certificate in each REMIC representing a 0.01% Percentage Interest of the Class R Certificates in each REMIC and shall be designated as the "tax matters person" with respect to each of REMIC I, REMIC II and REMIC III in the manner provided under Treasury regulations Section 1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act on behalf of each of REMIC I, REMIC II and REMIC III in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and costs are incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC Administrator is no longer the Master Servicer hereunder, at its option the REMIC Administrator may continue its duties as REMIC Administrator and shall be paid reasonable compensation not to exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the REMIC Administrator. (d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to the REMICs created hereunder and deliver such Tax Returns in a timely manner to the Trustee and the Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (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 128 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 REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder (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 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 129 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 Date 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 in its role as Master Servicer or REMIC Administrator 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 Date, 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 REMIC created hereunder 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 REMIC created hereunder will receive a fee or other compensation for services nor permit any REMIC created hereunder to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (k) Solely for 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 June 25, 2034, which is the Distribution Date in the month following the last scheduled payment on any Mortgage Loan. (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 130 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 any REMIC created hereunder 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 Mortgage Insurance Premium Taxes Reserve Fund as an outside reserve fund within the meaning of Treasury Regulation 1.860G-2(h). 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. (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, the REMIC Administrator or the Trustee, as a result of a breach of the Master Servicer's covenants set forth in this Article X or in Article III with respect to compliance with the REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the Master Servicer that contain errors or omissions. 131 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 any REMIC created hereunder as a REMIC at all times that any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would be a claim against the Trust Fund, provided that the Trustee has received an Opinion of Counsel to the effect that (A) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (B) such action will not adversely affect in any material respect the interests of any Certificateholder, (iv) to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or to change the name in which the Custodial Account is maintained, provided that (A) the Certificate Account Deposit Date shall in no event be later than the related Distribution Date, (B) such change shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and (C) such change shall not result in a reduction of the rating assigned to any Class of Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, (v) to modify, eliminate or add to the provisions of Section 5.02(f) or any other provision hereof restricting transfer of the Class R Certificates by virtue of their being the "residual interests" in 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 (subject to Section 10.01(f)), as evidenced by an Opinion of Counsel (at the expense of the party seeking so to modify, eliminate or add such provisions), cause the Trust Fund or any of the Certificateholders (other than the transferor) to be subject to a federal tax caused by a transfer to a Person that is not a Permitted Transferee, or (vi) to make any other provisions with respect to matters or questions arising under this Agreement or such Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and is authorized or permitted under Section 11.01. (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 132 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 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 any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding; provided, that if the indemnity described in Section 10.01(f) with respect to any taxes that might be imposed on the Trust Fund has been given, the Trustee shall not require the delivery to it of the Opinion of Counsel described in this Section 11.01(c). The Trustee may but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities and this Agreement or otherwise; provided, however, such consent shall not be unreasonably withheld. (d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to each Certificateholder. It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. (e) The Depositor shall have the option, in its sole discretion, to obtain and deliver to the Trustee any corporate guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar instrument or a reserve fund, or any combination of the foregoing, for the purpose of protecting the Holders of the Class R Certificates against any or all Realized Losses or other shortfalls. Any such instrument or fund shall be held by the Trustee for the benefit of the Class R Certificateholders, but shall not be and shall not be deemed to be under any circumstances included in the REMIC. To the extent that any such instrument or fund constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be an outside reserve fund and not an asset of the REMIC, (ii) any such reserve fund 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 effect as of the Cut-off Date. In connection with the provision of any such instrument or fund, this Agreement and any provision hereof may be modified, added to, deleted or otherwise amended in any manner that is related or incidental to such instrument or fund or the establishment or administration thereof, such amendment to be made by written instrument executed or consented to by the 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) 133 any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. In the event that the 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 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 134 Certificates of any Class evidencing in the aggregate not less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 11.04. Governing Law. This agreement and the Certificates shall be governed by and construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 11.05. Notices. All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which shall be deemed to have been duly given only when received), to (a) in the case of the Depositor, 8400 Normandale Lake Boulevard, Suite 250, Minneapolis, Minnesota 55437, Attention: President (RASC), 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, the Corporate Trust Office or such other address as may hereafter be furnished to the Depositor and the Master Servicer in writing by the Trustee; (d) in the case of Standard & Poor's, 55 Water Street, New York, New York 10041; Attention: Mortgage Surveillance or such other address as may be hereafter furnished to the Depositor, Trustee and Master Servicer by Standard & Poor's; (e) in the case of Fitch, One State Street Plaza, New York, New York 10004, Attention: Residential Mortgage Group or such other address as may be hereafter furnished to the Depositor, Trustee and Master Servicer by Fitch, (f) 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, (g) in the case of the Hedge Agreement Provider, Bear Stearns Financial Products Inc., 383 Madison Avenue-Suite 2700, New York, New York 10179, or such other address as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by the Hedge Agreement Provider, (h) in the case of the MI Policy Provider, Mortgage Guaranty Insurance Corporation, 270 East Kilbourne Avenue Milwaukee, Wisconsin 53202, Attention: Consumer Asset-Backed Securities Group or such other address as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by the MI Policy Provider and (i) in the case of the Mortgage Insurance Co-Trustee, J.P. Morgan Trust Company, National Association, 101 California Street, Suite 3800, San Francisco, CA 94111 or such other address as may be hereafter furnished to the Depositor, the Trustee, the Master Servicer and the MI Policy Provider in 135 writing by the Mortgage Insurance Co-Trustee. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 11.06. Notices to Rating Agencies. The Depositor, the Master Servicer or the Trustee, as applicable, shall notify each Rating Agency and each Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide a copy to each Rating Agency and each Subservicer at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (e) and (f) below: (a) a material change or amendment to this Agreement, (b) the occurrence of an Event of Default, (c) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority ownership of the Trustee, (d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such instrument, (e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to Section 4.03, (f) the statements required to be delivered pursuant to Sections 3.18 and 3.19, (g) a change in the location of the Custodial Account or the Certificate Account, (h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04, (i) the occurrence of the Final Distribution Date, and (j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and each 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. 136 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 153 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 federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of any REMIC created hereunder 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. 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. 137 IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. RESIDENTIAL ASSET SECURITIES CORPORATION By: Name: Benita Bjorgo Title: Vice President RESIDENTIAL FUNDING CORPORATION By: Name: Julie Steinhagen Title: Director JPMORGAN CHASE BANK as Trustee By: Name: Title: Solely with respect to Section 3.21, as Mortgage Insurance Co-Trustee: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION By: ........................................ Name: Title: STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the ____ day of _________, 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 Securities Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public ________________________________ [Notarial Seal] STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the ____ day of _________, 2004 before me, a notary public in and for said State, personally appeared Julie Steinhagen, 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] STATE OF ) ) ss.: COUNTY OF ) On the ____ day of _________, 2004 before me, a notary public in and for said State, personally appeared ___________________________, known to me to be a _____________________________ 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] 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 [COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT]. THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP: _____________________ Certificate No. A-[__]-__ Date of Pooling and Servicing Agreement [Adjustable Pass-Through Rate] and Cut-off Date: May 1, 2004 [Fixed Pass-Through Rate] First Distribution Date: June 25, 2004 Aggregate Initial Certificate Principal Balance of the Class A-[_] Certificates: $___________________________ Master Servicer: Initial Certificate Principal Balance of this Residential Funding Corporation Class A-[_] Certificate: $___________________________ Final Scheduled Distribution Date: __________ __, 20__

A-1 HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2004-KS5 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 [fixed] [adjustable] interest rate, first [and junior] lien mortgage loans on one- to four-family residential properties sold by RESIDENTIAL ASSET SECURITIES CORPORATION This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Securities Corporation, 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 Securities Corporation, 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 [Cede & Co.] 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 [fixed] [adjustable] interest rate, first lien mortgage loans on one- to four- family residential properties (the "Group [_] Loans"), sold by Residential Asset Securities Corporation (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 Certificate is registered at the close of business on the Business Day immediately preceding that Distribution Date (the "Record Date"), from the related Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class 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. A-2 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] [from time to time pursuant to the Agreement]. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Home Equity 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 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. A-3 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 Group [_] Loans and all property acquired in respect of such Group [_] Loans, thereby effecting early retirement of the related Class A-[_] and Class M-[_] 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 Group I Loans and all property acquired in respect of any Group [_] Loan or (ii) to purchase in whole, but not in part, all of the Class A-[_] and Class M-[_] Certificates from the Holders thereof, provided, that any such option may only be exercised if the Stated Principal Balance before giving effect to the distributions to be made on such Distribution Date of the Group [_] 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 Group-[_] 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-4 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. JPMORGAN CHASE BANK, as Trustee By:...................... Authorized Signatory Dated:_____________________ 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-5 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 fund 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-6 EXHIBIT B FORM OF CLASS M-[_] CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-[_] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN). 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. 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"). ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ERISA OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF, OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF, ANY SUCH PLAN (EACH OF THE FOREGOING, A "PLAN INVESTOR"), (B) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE 97-34, 62 FED. REG. 39021 (JULY 21, 1997), PTE 2000-58, 65 FED. REG. 67765 (NOVEMBER 13, 2000) AND PTE 2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR MOODY'S OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY"). B-1 IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION, OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE. ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE 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. CUSIP: _____________________ Certificate No. M-[__]-__ Date of Pooling and Servicing Agreement [Adjustable Pass-Through Rate] and Cut-off Date: May 1, 2004 [Fixed Pass-Through Rate] First Distribution Date: June 25, 2004 Aggregate Initial Certificate Principal Balance of the Class M-[_] Certificates: $___________________________ Master Servicer: Initial Certificate Principal Balance of this Residential Funding Corporation Class M-[_] Certificate: $___________________________ Final Scheduled Distribution Date: __________ __, 20__

B-2 HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2004-KS5 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 [fixed] [adjustable] interest rate, first [and junior] lien mortgage loans on one- to four-family residential properties sold by RESIDENTIAL ASSET SECURITIES CORPORATION This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Securities Corporation, 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 Securities Corporation, 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 [Cede & Co.] 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 [fixed] [adjustable] interest rate, first lien mortgage loans on one- to four- family residential properties (the "Mortgage Loans"), sold by Residential Asset Securities Corporation (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 Certificate is registered at the close of business on the Business Day immediately preceding that Distribution Date (the "Record Date"), from the related Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-[_] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. B-3 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. As described above, any Transferee of this Class M Certificate 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, any underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Home Equity 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 B-4 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 Group [_] Loans and all property acquired in respect of such Group [_] Loans, thereby effecting early retirement of the related Class A-[_] and Class M-[_] 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 Group I Loans and all property acquired in respect of any Group [_] Loan or (ii) to purchase in whole, but not in part, all of the Class A-[_] and Class M-[_] Certificates from the Holders thereof, provided, that any such option may only be exercised if the Stated Principal B-5 Balance before giving effect to the distributions to be made on such Distribution Date of the Group [_] 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 Group-[_] 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:_____________________ 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 fund 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-[_] AND 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 (THE "CODE") [COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT]. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE 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 THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("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 EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR 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 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 OR THE TRUSTEE. C-1 CUSIP: _____________________ Certificate No. SB-[__]-1 Date of Pooling and Servicing Agreement Percentage Interest: 100.00% and Cut-off Date: May 1, 2004 First Distribution Date: Aggregate Initial Notional Balance June 25, 2004 of the Class SB-[_] Certificates: $___________________________ Master Servicer: Initial Notional Balance Residential Funding Corporation of this Class SB-[_] Certificate: $___________________________ Maturity Date: __________ __, 20__ HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2004-KS5 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 adjustable interest rate, first [and junior] lien mortgage loans on one- to four-family residential properties sold by RESIDENTIAL ASSET SECURITIES CORPORATION This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Asset Securities Corporation, 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 Securities Corporation, 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 adjustable interest rate, first lien mortgage loans on one- to four-family residential properties (the "Group [_] Loans"), sold by Residential Asset Securities Corporation (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 C-2 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 Business 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. 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 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 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 C-3 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 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 Home Equity 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. C-4 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 Group [_] Loans and all property acquired in respect of such Group [_] Loans, thereby effecting early retirement of the related Class A-[_] and Class M-[_] 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 Group I Loans and all property acquired in respect of any Group [_] Loan or (ii) to purchase in whole, but not in part, all of the Class A-[_] and Class M-[_] Certificates from the Holders thereof, provided, that any such option may only be exercised if the Stated Principal Balance before giving effect to the distributions to be made on such Distribution Date of the Group [_] 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 Group-[_] 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:_____________________ 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 fund 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 CLASS R-[_] CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M AND CLASS SB CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN 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 MAY BE MADE, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION D-1 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. Certificate No. R-[__]-1 Percentage Interest: 100.00% Date of Pooling and Servicing Agreement Master Servicer: and Cut-off Date: May 1, 2004 Residential Funding Corporation D-2 HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2004-KS5 evidencing a percentage interest in the distributions allocable to the Class R-[_] Certificates with respect to a Trust Fund consisting primarily of mortgage loans on one- to four-family residential properties sold by RESIDENTIAL ASSET SECURITIES CORPORATION This Certificate is payable solely from the assets of the Trust Fund and does not represent an obligation of or interest in Residential Asset Securities Corporation, 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 Securities Corporation, 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 [Residential Funding Corporation] 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 adjustable rate, first lien mortgage loans on one- to four-family residential properties (the "Mortgage Loans"), sold by Residential Asset Securities Corporation (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 Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), from the related Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and, the amount of interest and principal, if any, required to be distributed to the 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 D-3 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 may be made, unless the transferee provides either a certification pursuant to section 5.02(e) of the Agreement or an Opinion of Counsel satisfactory to the Master Servicer, the Depositor and the Trustee that the purchase of this Certificate will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or section 4975 of the Code and will not subject the Master Servicer, the Depositor or the Trustee to any obligation or liability in addition to those undertaken in the Agreement. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Home Equity 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. D-4 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 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. D-5 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. 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:_____________________ 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 fund 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 EXHIBIT E FORM OF CUSTODIAL AGREEMENT THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"), dated as of May 1, 2004, by and among JPMORGAN CHASE BANK, as trustee (including its successors under the Pooling Agreement defined below, the "Trustee"), RESIDENTIAL ASSET SECURITIES CORPORATION, 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, NATIONAL ASSOCIATION, 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 May 1, 2004, relating to the issuance of Residential Asset Securities Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2004-KS5 (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. E-1 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 Annex I 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 on Schedule A to Annex I. (b) Within 90 days after the closing date, 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 Annex II 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. In the event that any Mortgage Note or Assignment of Mortgage has been delivered to the Custodian by the Company in blank, the Custodian, upon the direction of the Company, shall cause each such Mortgage Note to be endorsed to the Trustee and each such Assignment of Mortgage to be completed in the name of the Trustee prior to the date on which such Interim Certification is delivered to the Trustee. Within 45 days of receipt of the documents required to be delivered pursuant to Section 2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of the Certificateholders, to review each document, and upon the written request of the Trustee to deliver to the Trustee an updated Schedule A to the Interim Certification. 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. E-2 (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 Annex III 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. 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 Annex IV 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 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. 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. 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 E-3 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. 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 applicable provisions of Article II 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, E-4 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. 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. 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. [Signatures begin on following page.] 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 Attention: Residential Asset Securities By:........................... Corporation, Series 2004-KS5 Name: Title: Address: RESIDENTIAL ASSET SECURITIES CORPORATION 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota By:........................... Name: Title: Address: RESIDENTIAL FUNDING CORPORATION, as Master Servicer 8400 Normandale Lake Boulevard Suite 250 Minneapolis, Minnesota By:........................... Name: Title: Address: WELLS FARGO BANK, NATIONAL Mortgage Document Custody ASSOCIATION One Meridian Crossings - 3rd Floor Richfield, Minnesota 55423 By:.......................... Name: Title: E-8 STATE OF ) )ss.: COUNTY OF ) On the ____ day of May, 2004, before me, a notary public in and for said State, personally appeared ___________________, known to me to be a ______________ of JPMorgan Chase Bank, a national banking association 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-9 STATE OF MINNESOTA ) )ss.: COUNTY OF HENNEPIN ) On the ____ day of May, 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 Securities 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 ____ day of May, 2004, before me, a notary public in and for said State, personally appeared Julie Steinhagen, 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-11 STATE OF ) )ss.: COUNTY OF ) On the ____ day of May, 2004, before me, a notary public in and for said State, personally appeared ______________________, known to me to be a ______________________________ Wells Fargo Bank, National Association, 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 [Notarial Seal] E-12 ANNEX I TO EXHIBIT E FORM OF CUSTODIAN INITIAL CERTIFICATION May ___, 2004 JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, New York 10004 Attention: Residential Asset Securities Corporation Series 2004-KS5 Re: Custodial Agreement, dated as of May 1, 2004, by and among JPMorgan Chase Bank, Residential Asset Securities Corporation, Residential Funding Corporation and Wells Fargo Bank, National Association, relating to Home Equity Mortgage Asset-Backed Pass-Through Certificates Series 2004-KS5 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, NATIONAL ASSOCIATION By:__________________________ Name:________________________ Title:_______________________ E-I-1 ANNEX II TO EXHIBIT E FORM OF CUSTODIAN INTERIM CERTIFICATION ______________, 20__ JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, New York 10004 Attention: Residential Asset Securities Corporation., Series 2004-KS5 Re: Custodial Agreement, dated as of May 1, 2004, by and among JPMorgan Chase Bank, Residential Asset Securities Corporation, Residential Funding Corporation and Wells Fargo Bank, National Association, relating to Home Equity Mortgage Asset-Backed Pass-Through Certificates Series 2004-KS5 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, NATIONAL ASSOCIATION By:__________________________ Name:________________________ Title:_______________________ E-11-1 ANNEX III TO EXHIBIT E FORM OF CUSTODIAN FINAL CERTIFICATION ______________, 20__ JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, New York 10004 Attention: Residential Asset Securities Corporation, Series 2004-KS5 Re: Custodial Agreement, dated as of May 1, 2004, by and among JPMorgan Chase Bank, Residential Asset Securities Corporation, Residential Funding Corporation and Wells Fargo Bank, National Association, relating to Mortgage Asset-Backed Pass-Through Certificates, Series 2004-KS5 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, NATIONAL ASSOCIATION By:_________________________ Name:_______________________ Title:______________________ E-III-1 ANNEX IV TO EXHIBIT E 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. 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-IV-1 EXHIBIT F-1 GROUP I LOAN SCHEDULE (a copy may be obtained from the Trustee) RUN ON : 05/26/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 07.15.17 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RASC 2004-KS5 FIXED CUTOFF : 05/01/04 POOL : 0004846 : : 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 -------------------------------------------------------------------------- 7004464 .2500 34,166.29 .0800 10.9900 .0000 10.7400 .0000 9.5400 .0000 9.5400 .0000 7674753 .2500 62,759.33 .0800 7.9990 .0000 7.7490 .0000 7.6690 .0000 7.6690 .0000 8191477 .5000 26,869.33 .0800 9.2500 .0000 8.7500 .0000 7.5500 .0000 7.5500 .0000 8641148 .2500 68,917.60 .0800 7.6250 .0000 7.3750 .0000 7.2950 .0000 7.2950 .0000 8641532 .5000 27,908.00 .0800 10.4900 .0000 9.9900 .0000 8.7900 .0000 8.7900 .0000 8684753 .2500 53,934.16 .0800 7.8750 .0000 7.6250 .0000 7.5450 .0000 7.5450 .0000 1 8697265 .5000 9,994.71 .0800 13.9900 .0000 13.4900 .0000 13.4100 .0000 13.4100 .0000 8836528 .5000 116,609.24 .0800 5.6500 .0000 5.1500 .0000 5.0700 .0000 5.0700 .0000 8836654 .5000 290,837.82 .0800 7.2500 .0000 6.7500 .0000 6.6700 .0000 6.6700 .0000 8842896 .5000 417,947.78 .0800 6.1500 .0000 5.6500 .0000 5.5700 .0000 5.5700 .0000 8871664 .2500 165,904.77 .0800 7.7500 .0000 7.5000 .0000 6.3000 .0000 6.3000 .0000 8895326 .2500 240,220.99 .0800 8.2500 .0000 8.0000 .0000 6.8000 .0000 6.8000 .0000 8915581 .2500 73,984.14 .0800 7.1300 .0000 6.8800 .0000 6.8000 .0000 6.8000 .0000 8917189 .5000 301,147.72 .0800 6.0000 .0000 5.5000 .0000 4.3000 .0000 4.3000 .0000 1 8918599 .5000 86,040.75 .0800 7.8750 .0000 7.3750 .0000 6.1750 .0000 6.1750 .0000 8920837 .5000 67,940.01 .0800 6.6250 .0000 6.1250 .0000 4.9250 .0000 4.9250 .0000 8920885 .5000 79,940.63 .0800 7.5000 .0000 7.0000 .0000 5.8000 .0000 5.8000 .0000 8927650 .5000 12,543.15 .0800 11.2500 .0000 10.7500 .0000 10.6700 .0000 10.6700 .0000 8929171 .5000 64,236.61 .0800 9.4500 .0000 8.9500 .0000 8.8700 .0000 8.8700 .0000 8929175 .2500 78,139.90 .0800 7.3250 .0000 7.0750 .0000 6.9950 .0000 6.9950 .0000 8929187 .5000 87,260.88 .0800 9.9400 .0000 9.4400 .0000 8.2400 .0000 8.2400 .0000 8929235 .2500 107,917.90 .0800 7.3800 .0000 7.1300 .0000 5.9300 .0000 5.9300 .0000 1 8929253 .5000 79,767.38 .0800 7.9300 .0000 7.4300 .0000 6.2300 .0000 6.2300 .0000 8929259 .5000 134,019.59 .0800 8.5500 .0000 8.0500 .0000 6.8500 .0000 6.8500 .0000 8929323 .2500 121,134.02 .0800 7.5300 .0000 7.2800 .0000 6.0800 .0000 6.0800 .0000 8929327 .5000 54,533.06 .0800 7.3800 .0000 6.8800 .0000 6.8000 .0000 6.8000 .0000 8929329 .5000 70,906.39 .0800 8.4300 .0000 7.9300 .0000 6.7300 .0000 6.7300 .0000 8929379 .2500 89,942.96 .0800 8.2800 .0000 8.0300 .0000 7.9500 .0000 7.9500 .0000 8929401 .2500 161,500.00 .0800 7.1300 .0000 6.8800 .0000 5.6800 .0000 5.6800 .0000 8930521 .2500 116,906.44 .0800 7.1250 .0000 6.8750 .0000 5.6750 .0000 5.6750 .0000 1 8931041 .5000 50,000.00 .0800 7.7500 .0000 7.2500 .0000 6.0500 .0000 6.0500 .0000 8931047 .2500 89,000.00 .0800 8.7500 .0000 8.5000 .0000 7.3000 .0000 7.3000 .0000 8931161 .2500 95,928.75 .0800 7.5000 .0000 7.2500 .0000 6.0500 .0000 6.0500 .0000 8931213 .2500 92,300.00 .0800 6.5000 .0000 6.2500 .0000 6.1700 .0000 6.1700 .0000 8931225 .2500 111,000.00 .0800 7.2500 .0000 7.0000 .0000 6.9200 .0000 6.9200 .0000 8931235 .5000 106,250.00 .0800 8.6250 .0000 8.1250 .0000 6.9250 .0000 6.9250 .0000 8931263 .2500 51,850.00 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 7.0450 .0000 8931267 .5000 80,000.00 .0800 7.8750 .0000 7.3750 .0000 7.2950 .0000 7.2950 .0000 1 8931279 .2500 81,985.00 .0800 7.7500 .0000 7.5000 .0000 6.3000 .0000 6.3000 .0000 8931335 .2500 80,700.00 .0800 7.7500 .0000 7.5000 .0000 6.3000 .0000 6.3000 .0000 8931339 .5000 52,400.00 .0800 7.7500 .0000 7.2500 .0000 6.0500 .0000 6.0500 .0000 8931357 .5000 55,000.00 .0800 8.5000 .0000 8.0000 .0000 6.8000 .0000 6.8000 .0000 8931411 .2500 88,000.00 .0800 8.1250 .0000 7.8750 .0000 6.6750 .0000 6.6750 .0000 8931509 .2500 61,200.00 .0800 7.2500 .0000 7.0000 .0000 5.8000 .0000 5.8000 .0000 8931553 .5000 51,850.00 .0800 6.6250 .0000 6.1250 .0000 4.9250 .0000 4.9250 .0000 8931565 .5000 103,000.00 .0800 8.6250 .0000 8.1250 .0000 6.9250 .0000 6.9250 .0000 1 8931599 .5000 120,000.00 .0800 7.7500 .0000 7.2500 .0000 6.0500 .0000 6.0500 .0000 8931601 .5000 73,600.00 .0800 8.5000 .0000 8.0000 .0000 6.8000 .0000 6.8000 .0000 8931603 .2500 79,862.46 .0800 6.7500 .0000 6.5000 .0000 5.3000 .0000 5.3000 .0000 8931617 .5000 72,000.00 .0800 6.8750 .0000 6.3750 .0000 5.1750 .0000 5.1750 .0000 8931635 .2500 157,700.00 .0800 8.2500 .0000 8.0000 .0000 7.9200 .0000 7.9200 .0000 8931641 .5000 94,453.42 .0800 9.4900 .0000 8.9900 .0000 8.9100 .0000 8.9100 .0000 8931645 .2500 60,800.00 .0800 6.7500 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 8931671 .2500 90,100.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5450 .0000 1 8931677 .2500 62,955.00 .0800 6.6250 .0000 6.3750 .0000 5.1750 .0000 5.1750 .0000 8931687 .2500 142,500.00 .0800 7.7500 .0000 7.5000 .0000 6.3000 .0000 6.3000 .0000 8931695 .2500 149,990.00 .0800 7.1250 .0000 6.8750 .0000 5.6750 .0000 5.6750 .0000 8931705 .2500 121,550.00 .0800 6.6250 .0000 6.3750 .0000 5.1750 .0000 5.1750 .0000 8931731 .2500 193,500.00 .0800 7.0000 .0000 6.7500 .0000 5.5500 .0000 5.5500 .0000 8931769 .2500 53,958.91 .0800 7.3750 .0000 7.1250 .0000 5.9250 .0000 5.9250 .0000 8931809 .2500 78,850.00 .0800 7.3750 .0000 7.1250 .0000 5.9250 .0000 5.9250 .0000 8931847 .5000 74,250.00 .0800 7.6250 .0000 7.1250 .0000 5.9250 .0000 5.9250 .0000 1 8931861 .5000 75,500.00 .0800 7.8750 .0000 7.3750 .0000 6.1750 .0000 6.1750 .0000 8931921 .5000 60,000.00 .0800 7.6250 .0000 7.1250 .0000 5.9250 .0000 5.9250 .0000 8931925 .2500 99,750.00 .0800 7.8750 .0000 7.6250 .0000 6.4250 .0000 6.4250 .0000 8931929 .2500 138,000.00 .0800 6.8750 .0000 6.6250 .0000 6.5450 .0000 6.5450 .0000 8931965 .5000 66,500.00 .0800 8.6250 .0000 8.1250 .0000 8.0450 .0000 8.0450 .0000 8931971 .2500 124,260.00 .0800 6.8750 .0000 6.6250 .0000 5.4250 .0000 5.4250 .0000 8932039 .2500 31,973.11 .0800 6.8750 .0000 6.6250 .0000 5.4250 .0000 5.4250 .0000 8932043 .5000 92,871.58 .0800 7.8750 .0000 7.3750 .0000 7.2950 .0000 7.2950 .0000 1 8932085 .2500 127,809.43 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 7.1700 .0000 8932161 .5000 51,837.72 .0800 7.1250 .0000 6.6250 .0000 5.4250 .0000 5.4250 .0000 8932239 .2500 185,000.00 .0800 6.5000 .0000 6.2500 .0000 5.0500 .0000 5.0500 .0000 8932279 .5000 131,911.25 .0800 7.9900 .0000 7.4900 .0000 7.4100 .0000 7.4100 .0000 8932285 .5000 55,162.96 .0800 8.0000 .0000 7.5000 .0000 6.3000 .0000 6.3000 .0000 8932329 .2500 29,979.83 .0800 7.9900 .0000 7.7400 .0000 7.6600 .0000 7.6600 .0000 8932777 .5000 72,000.00 .0800 7.5000 .0000 7.0000 .0000 5.8000 .0000 5.8000 .0000 8933003 .5000 63,965.04 .0800 9.0000 .0000 8.5000 .0000 8.4200 .0000 8.4200 .0000 1 8933007 .5000 68,000.00 .0800 7.8750 .0000 7.3750 .0000 6.1750 .0000 6.1750 .0000 8933045 .2500 109,250.00 .0800 7.8750 .0000 7.6250 .0000 7.5450 .0000 7.5450 .0000 8933047 .5000 65,961.63 .0800 8.7000 .0000 8.2000 .0000 8.1200 .0000 8.1200 .0000 8933081 .5000 34,403.57 .0800 8.3750 .0000 7.8750 .0000 7.7950 .0000 7.7950 .0000 8933085 .2500 55,161.04 .0800 7.7500 .0000 7.5000 .0000 6.3000 .0000 6.3000 .0000 8933131 .5000 50,062.82 .0800 7.5000 .0000 7.0000 .0000 6.9200 .0000 6.9200 .0000 8933239 .5000 101,197.51 .0800 9.2500 .0000 8.7500 .0000 8.6700 .0000 8.6700 .0000 8933243 .5000 59,168.49 .0800 9.1250 .0000 8.6250 .0000 7.4250 .0000 7.4250 .0000 1 8933727 .5000 81,690.31 .0800 9.3500 .0000 8.8500 .0000 8.7700 .0000 8.7700 .0000 8933733 .5000 77,743.03 .0800 6.5000 .0000 6.0000 .0000 4.8000 .0000 4.8000 .0000 8933801 .5000 49,975.40 .0800 9.5000 .0000 9.0000 .0000 8.9200 .0000 8.9200 .0000 8933803 .2500 98,121.13 .0800 6.3000 .0000 6.0500 .0000 4.8500 .0000 4.8500 .0000 8933813 .5000 185,859.17 .0800 7.4000 .0000 6.9000 .0000 5.7000 .0000 5.7000 .0000 8933901 .5000 269,795.57 .0800 7.4000 .0000 6.9000 .0000 5.7000 .0000 5.7000 .0000 8933937 .5000 120,000.00 .0800 8.6250 .0000 8.1250 .0000 6.9250 .0000 6.9250 .0000 8933969 .2500 151,369.56 .0800 6.7500 .0000 6.5000 .0000 5.3000 .0000 5.3000 .0000 1 8933989 .2500 55,895.20 .0800 9.9900 .0000 9.7400 .0000 8.5400 .0000 8.5400 .0000 8934013 .5000 73,750.97 .0800 8.0500 .0000 7.5500 .0000 6.3500 .0000 6.3500 .0000 8934045 .2500 127,871.35 .0800 5.9500 .0000 5.7000 .0000 4.5000 .0000 4.5000 .0000 8934047 .2500 111,350.00 .0800 6.6250 .0000 6.3750 .0000 5.1750 .0000 5.1750 .0000 8934063 .5000 70,731.52 .0800 7.1500 .0000 6.6500 .0000 5.4500 .0000 5.4500 .0000 8934087 .2500 86,647.47 .0800 8.5000 .0000 8.2500 .0000 7.0500 .0000 7.0500 .0000 8934097 .5000 50,032.11 .0800 10.9900 .0000 10.4900 .0000 10.4100 .0000 10.4100 .0000 8934215 .2500 61,562.67 .0800 8.5000 .0000 8.2500 .0000 7.0500 .0000 7.0500 .0000 1 8934237 .2500 50,150.00 .0800 7.3750 .0000 7.1250 .0000 5.9250 .0000 5.9250 .0000 8934363 .2500 59,963.65 .0800 8.5000 .0000 8.2500 .0000 7.0500 .0000 7.0500 .0000 8934415 .2500 63,700.00 .0800 7.5000 .0000 7.2500 .0000 6.0500 .0000 6.0500 .0000 8934429 .2500 121,400.00 .0800 6.0000 .0000 5.7500 .0000 5.6700 .0000 5.6700 .0000 8934491 .5000 88,000.00 .0800 7.8750 .0000 7.3750 .0000 6.1750 .0000 6.1750 .0000 8934519 .5000 70,400.00 .0800 7.8750 .0000 7.3750 .0000 6.1750 .0000 6.1750 .0000 8934579 .5000 115,500.00 .0800 7.1250 .0000 6.6250 .0000 5.4250 .0000 5.4250 .0000 8934615 .5000 63,000.00 .0800 8.7500 .0000 8.2500 .0000 7.0500 .0000 7.0500 .0000 1 8934621 .2500 38,000.00 .0800 9.2500 .0000 9.0000 .0000 8.9200 .0000 8.9200 .0000 8934819 .2500 245,409.00 .0800 6.8750 .0000 6.6250 .0000 5.4250 .0000 5.4250 .0000 8934885 .2500 50,150.00 .0800 7.3750 .0000 7.1250 .0000 5.9250 .0000 5.9250 .0000 8934889 .2500 52,700.00 .0800 7.3750 .0000 7.1250 .0000 5.9250 .0000 5.9250 .0000 8935083 .5000 141,838.34 .0800 8.7500 .0000 8.2500 .0000 7.0500 .0000 7.0500 .0000 8935317 .2500 102,623.79 .0800 7.5000 .0000 7.2500 .0000 6.0500 .0000 6.0500 .0000 8935363 .2500 74,800.00 .0800 7.8000 .0000 7.5500 .0000 6.3500 .0000 6.3500 .0000 8936079 .5000 110,739.08 .0800 5.8800 .0000 5.3800 .0000 5.3000 .0000 5.3000 .0000 1 8936081 .5000 175,388.31 .0800 8.2600 .0000 7.7600 .0000 7.6800 .0000 7.6800 .0000 8936083 .5000 77,400.00 .0800 6.5000 .0000 6.0000 .0000 5.9200 .0000 5.9200 .0000 8936085 .5000 102,600.00 .0800 6.5000 .0000 6.0000 .0000 5.9200 .0000 5.9200 .0000 8936087 .5000 157,121.86 .0800 7.0300 .0000 6.5300 .0000 6.4500 .0000 6.4500 .0000 8936089 .5000 79,200.00 .0800 7.8000 .0000 7.3000 .0000 7.2200 .0000 7.2200 .0000 8936091 .5000 90,093.89 .0800 7.5600 .0000 7.0600 .0000 6.9800 .0000 6.9800 .0000 8936093 .5000 59,949.59 .0800 6.8750 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8936095 .5000 88,928.19 .0800 7.0800 .0000 6.5800 .0000 6.5000 .0000 6.5000 .0000 1 8936097 .5000 75,000.00 .0800 9.0000 .0000 8.5000 .0000 8.4200 .0000 8.4200 .0000 8936099 .5000 103,421.33 .0800 7.3800 .0000 6.8800 .0000 6.8000 .0000 6.8000 .0000 8936101 .5000 88,542.56 .0800 8.1800 .0000 7.6800 .0000 7.6000 .0000 7.6000 .0000 8936105 .5000 85,500.00 .0800 8.5100 .0000 8.0100 .0000 7.9300 .0000 7.9300 .0000 8936107 .5000 281,196.32 .0800 9.0000 .0000 8.5000 .0000 8.4200 .0000 8.4200 .0000 8936109 .5000 81,000.00 .0800 8.8200 .0000 8.3200 .0000 8.2400 .0000 8.2400 .0000 8936111 .5000 88,500.00 .0800 8.0000 .0000 7.5000 .0000 7.4200 .0000 7.4200 .0000 8936113 .5000 98,010.00 .0800 7.0700 .0000 6.5700 .0000 6.4900 .0000 6.4900 .0000 1 8936115 .5000 151,889.98 .0800 7.6250 .0000 7.1250 .0000 7.0450 .0000 7.0450 .0000 8936117 .5000 130,050.00 .0800 6.8800 .0000 6.3800 .0000 6.3000 .0000 6.3000 .0000 8936119 .5000 113,850.00 .0800 7.3800 .0000 6.8800 .0000 6.8000 .0000 6.8000 .0000 8936121 .5000 135,426.07 .0800 8.0000 .0000 7.5000 .0000 7.4200 .0000 7.4200 .0000 8936123 .5000 102,118.15 .0800 7.7000 .0000 7.2000 .0000 7.1200 .0000 7.1200 .0000 8936125 .5000 106,156.65 .0800 10.3750 .0000 9.8750 .0000 9.7950 .0000 9.7950 .0000 8936127 .5000 80,550.00 .0800 7.3750 .0000 6.8750 .0000 6.7950 .0000 6.7950 .0000 8936129 .5000 78,597.55 .0800 8.0300 .0000 7.5300 .0000 7.4500 .0000 7.4500 .0000 1 8936131 .5000 75,070.11 .0800 8.0500 .0000 7.5500 .0000 7.4700 .0000 7.4700 .0000 8936133 .5000 59,461.07 .0800 8.1250 .0000 7.6250 .0000 7.5450 .0000 7.5450 .0000 8936135 .5000 10,198.14 .0800 13.9900 .0000 13.4900 .0000 13.4100 .0000 13.4100 .0000 8936139 .5000 11,997.54 .0800 13.4900 .0000 12.9900 .0000 12.9100 .0000 12.9100 .0000 8936141 .5000 11,896.36 .0800 11.6900 .0000 11.1900 .0000 11.1100 .0000 11.1100 .0000 8936145 .5000 11,797.70 .0800 13.6900 .0000 13.1900 .0000 13.1100 .0000 13.1100 .0000 8936147 .5000 22,527.76 .0800 9.0300 .0000 8.5300 .0000 8.4500 .0000 8.4500 .0000 8936149 .5000 34,478.71 .0800 13.9900 .0000 13.4900 .0000 13.4100 .0000 13.4100 .0000 1 8936151 .5000 37,580.00 .0800 13.6900 .0000 13.1900 .0000 13.1100 .0000 13.1100 .0000 8936163 .5000 11,497.18 .0800 12.6900 .0000 12.1900 .0000 12.1100 .0000 12.1100 .0000 8936165 .5000 10,947.32 .0800 12.6900 .0000 12.1900 .0000 12.1100 .0000 12.1100 .0000 8936167 .5000 49,640.94 .0800 13.9900 .0000 13.4900 .0000 13.4100 .0000 13.4100 .0000 8936169 .5000 9,997.25 .0800 12.1900 .0000 11.6900 .0000 11.6100 .0000 11.6100 .0000 8936171 .5000 12,092.63 .0800 13.6900 .0000 13.1900 .0000 13.1100 .0000 13.1100 .0000 8936173 .5000 48,987.99 .0800 12.6900 .0000 12.1900 .0000 12.1100 .0000 12.1100 .0000 8936177 .5000 25,994.92 .0800 13.6900 .0000 13.1900 .0000 13.1100 .0000 13.1100 .0000 1 8936181 .5000 14,981.86 .0800 9.0300 .0000 8.5300 .0000 8.4500 .0000 8.4500 .0000 8936183 .5000 15,053.31 .0800 12.6900 .0000 12.1900 .0000 12.1100 .0000 12.1100 .0000 8936185 .5000 11,348.80 .0800 9.0000 .0000 8.5000 .0000 8.4200 .0000 8.4200 .0000 8936199 .5000 11,797.85 .0800 13.9900 .0000 13.4900 .0000 13.4100 .0000 13.4100 .0000 8936201 .5000 13,494.62 .0800 10.4900 .0000 9.9900 .0000 9.9100 .0000 9.9100 .0000 8936203 .5000 9,997.55 .0800 12.6900 .0000 12.1900 .0000 12.1100 .0000 12.1100 .0000 8936207 .5000 25,694.97 .0800 13.6900 .0000 13.1900 .0000 13.1100 .0000 13.1100 .0000 8936209 .5000 14,985.89 .0800 12.1900 .0000 11.6900 .0000 11.6100 .0000 11.6100 .0000 1 8936215 .5000 13,547.35 .0800 13.6900 .0000 13.1900 .0000 13.1100 .0000 13.1100 .0000 8936217 .5000 34,457.28 .0800 9.0300 .0000 8.5300 .0000 8.4500 .0000 8.4500 .0000 8936223 .5000 36,480.18 .0800 9.0300 .0000 8.5300 .0000 8.4500 .0000 8.4500 .0000 8936323 .2500 165,976.73 .0800 7.5000 .0000 7.2500 .0000 6.0500 .0000 6.0500 .0000 8937015 .2500 131,877.74 .0800 6.3750 .0000 6.1250 .0000 4.9250 .0000 4.9250 .0000 8937017 .2500 78,697.05 .0800 7.9900 .0000 7.7400 .0000 7.6600 .0000 7.6600 .0000 8937031 .2500 84,693.02 .0800 7.9900 .0000 7.7400 .0000 7.6600 .0000 7.6600 .0000 8937033 .2500 130,412.26 .0800 7.9900 .0000 7.7400 .0000 7.6600 .0000 7.6600 .0000 1 8937035 .2500 100,432.43 .0800 7.9900 .0000 7.7400 .0000 7.6600 .0000 7.6600 .0000 8937927 .5000 72,250.00 .0800 9.3750 .0000 8.8750 .0000 7.6750 .0000 7.6750 .0000 8938409 .5000 64,200.00 .0800 7.6250 .0000 7.1250 .0000 5.9250 .0000 5.9250 .0000 8938645 .2500 70,750.00 .0800 8.0000 .0000 7.7500 .0000 6.5500 .0000 6.5500 .0000 8939415 .5000 55,000.00 .0800 7.7500 .0000 7.2500 .0000 7.1700 .0000 7.1700 .0000 8939431 .2500 70,975.00 .0800 7.3750 .0000 7.1250 .0000 7.0450 .0000 7.0450 .0000 8939501 .5000 70,000.00 .0800 6.8750 .0000 6.3750 .0000 6.2950 .0000 6.2950 .0000 8939583 .5000 30,000.00 .0800 11.1250 .0000 10.6250 .0000 10.5450 .0000 10.5450 .0000 1 8939625 .2500 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190,260.18 .0800 5.9000 .0000 5.6500 .0000 4.4500 .0000 4.4500 .0000 9166096 .2500 286,209.82 .0800 6.4500 .0000 6.2000 .0000 5.0000 .0000 5.0000 .0000 9166114 .2500 141,045.82 .0800 5.7500 .0000 5.5000 .0000 4.3000 .0000 4.3000 .0000 9166128 .5000 52,735.13 .0800 8.4500 .0000 7.9500 .0000 6.7500 .0000 6.7500 .0000 9166170 .2500 118,513.37 .0800 6.5000 .0000 6.2500 .0000 5.0500 .0000 5.0500 .0000 9166186 .2500 206,578.87 .0800 5.9000 .0000 5.6500 .0000 4.4500 .0000 4.4500 .0000 1 9166204 .5000 84,500.52 .0800 8.6630 .0000 8.1630 .0000 6.9630 .0000 6.9630 .0000 9166208 .2500 231,484.27 .0800 6.1250 .0000 5.8750 .0000 4.6750 .0000 4.6750 .0000 9166210 .5000 111,194.54 .0800 5.5000 .0000 5.0000 .0000 3.8000 .0000 3.8000 .0000 9166214 .2500 264,710.86 .0800 6.3000 .0000 6.0500 .0000 4.8500 .0000 4.8500 .0000 9166218 .2500 226,410.37 .0800 6.7500 .0000 6.5000 .0000 5.3000 .0000 5.3000 .0000 9166220 .2500 194,896.24 .0800 5.8500 .0000 5.6000 .0000 4.4000 .0000 4.4000 .0000 9167118 .2500 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267,465.07 .0800 6.0000 .0000 5.7500 .0000 4.5500 .0000 4.5500 .0000 9175750 .2500 214,197.75 .0800 7.7750 .0000 7.5250 .0000 6.3250 .0000 6.3250 .0000 1 9175774 .2500 45,286.88 .0800 7.0500 .0000 6.8000 .0000 5.6000 .0000 5.6000 .0000 9175818 .2500 171,475.68 .0800 5.7000 .0000 5.4500 .0000 4.2500 .0000 4.2500 .0000 9175828 .2500 159,715.50 .0800 6.6000 .0000 6.3500 .0000 5.1500 .0000 5.1500 .0000 9175838 .2500 189,638.48 .0800 6.2500 .0000 6.0000 .0000 4.8000 .0000 4.8000 .0000 9175850 .5000 273,997.50 .0800 6.4500 .0000 5.9500 .0000 4.7500 .0000 4.7500 .0000 9175852 .2500 224,429.23 .0800 5.7500 .0000 5.5000 .0000 4.3000 .0000 4.3000 .0000 9175866 .2500 99,796.56 .0800 5.9000 .0000 5.6500 .0000 4.4500 .0000 4.4500 .0000 9175888 .2500 474,042.81 .0800 5.9500 .0000 5.7000 .0000 4.5000 .0000 4.5000 .0000 1 9175918 .2500 66,194.70 .0800 7.4500 .0000 7.2000 .0000 6.0000 .0000 6.0000 .0000 9175964 .5000 249,451.46 .0800 5.5000 .0000 5.0000 .0000 3.8000 .0000 3.8000 .0000 9175970 .2500 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9284508 .5000 108,079.73 .0800 7.5000 .0000 7.0000 .0000 5.8000 .0000 5.8000 .0000 9284528 .5000 59,956.57 .0800 7.6250 .0000 7.1250 .0000 5.9250 .0000 5.9250 .0000 9284538 .5000 300,000.00 .0800 7.0000 .0000 6.5000 .0000 6.4200 .0000 6.4200 .0000 9284544 .5000 54,720.51 .0800 7.5000 .0000 7.0000 .0000 5.8000 .0000 5.8000 .0000 9284556 .2500 84,876.57 .0800 7.6250 .0000 7.3750 .0000 7.2950 .0000 7.2950 .0000 9284558 .2500 129,893.44 .0800 7.0000 .0000 6.7500 .0000 5.5500 .0000 5.5500 .0000 9284658 .2500 53,200.00 .0800 8.5500 .0000 8.3000 .0000 7.1000 .0000 7.1000 .0000 1 9284666 .5000 79,763.65 .0800 7.7500 .0000 7.2500 .0000 7.1700 .0000 7.1700 .0000 9284738 .5000 64,962.60 .0800 8.7500 .0000 8.2500 .0000 7.0500 .0000 7.0500 .0000 9284806 .2500 97,527.57 .0800 7.5000 .0000 7.2500 .0000 7.1700 .0000 7.1700 .0000 9284818 .2500 169,495.12 .0800 8.4000 .0000 8.1500 .0000 8.0700 .0000 8.0700 .0000 9284824 .5000 60,466.95 .0800 9.0000 .0000 8.5000 .0000 8.4200 .0000 8.4200 .0000 9284868 .5000 73,052.91 .0800 8.2000 .0000 7.7000 .0000 6.5000 .0000 6.5000 .0000 9284878 .2500 116,732.80 .0800 8.7500 .0000 8.5000 .0000 8.4200 .0000 8.4200 .0000 9284944 .5000 39,543.54 .0800 9.7500 .0000 9.2500 .0000 9.1700 .0000 9.1700 .0000 1 9284946 .5000 39,161.72 .0800 9.7500 .0000 9.2500 .0000 9.1700 .0000 9.1700 .0000 9284948 .5000 20,190.58 .0800 9.7500 .0000 9.2500 .0000 9.1700 .0000 9.1700 .0000 9284954 .5000 18,600.00 .0800 11.2500 .0000 10.7500 .0000 10.6700 .0000 10.6700 .0000 9284964 .5000 28,580.00 .0800 11.5000 .0000 11.0000 .0000 10.9200 .0000 10.9200 .0000 9284978 .5000 31,462.00 .0800 9.7500 .0000 9.2500 .0000 9.1700 .0000 9.1700 .0000 9284980 .5000 28,400.00 .0800 9.7500 .0000 9.2500 .0000 9.1700 .0000 9.1700 .0000 9284982 .5000 16,593.03 .0800 10.2500 .0000 9.7500 .0000 9.6700 .0000 9.6700 .0000 9285048 .5000 15,082.54 .0800 8.7500 .0000 8.2500 .0000 8.1700 .0000 8.1700 .0000 1 9285052 .5000 29,372.44 .0800 9.7500 .0000 9.2500 .0000 9.1700 .0000 9.1700 .0000 9285054 .5000 42,385.68 .0800 11.2500 .0000 10.7500 .0000 10.6700 .0000 10.6700 .0000 9285056 .5000 23,387.86 .0800 9.2500 .0000 8.7500 .0000 8.6700 .0000 8.6700 .0000 9285058 .5000 36,383.01 .0800 9.7500 .0000 9.2500 .0000 9.1700 .0000 9.1700 .0000 9285068 .5000 28,200.00 .0800 11.5000 .0000 11.0000 .0000 10.9200 .0000 10.9200 .0000 9285100 .5000 26,000.00 .0800 11.5000 .0000 11.0000 .0000 10.9200 .0000 10.9200 .0000 9285184 .2500 179,845.02 .0800 6.7500 .0000 6.5000 .0000 5.3000 .0000 5.3000 .0000 9285188 .2500 94,421.00 .0800 6.9000 .0000 6.6500 .0000 5.4500 .0000 5.4500 .0000 1 9285206 .2500 83,660.95 .0800 9.7500 .0000 9.5000 .0000 8.3000 .0000 8.3000 .0000 9436496 .2500 122,400.00 .0800 7.8750 .0000 7.6250 .0000 6.4250 .0000 6.4250 .0000 9436960 .2500 27,135.00 .0800 8.5000 .0000 8.2500 .0000 8.1700 .0000 8.1700 .0000 9437150 .5000 20,000.00 .0800 9.8750 .0000 9.3750 .0000 9.2950 .0000 9.2950 .0000 TOTAL NUMBER OF LOANS: 2538 TOTAL BALANCE........: 300,000,159.03 RUN ON : 05/26/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 07.15.17 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RASC 2004-KS5 FIXED FIXED SUMMARY REPORT CUTOFF : 05/01/04 POOL : 0004846 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO ---------------------------------------------------------------------------- CURR NOTE RATE 7.1344 4.8750 13.9900 RFC NET RATE 6.7350 4.4900 13.4900 NET MTG RATE(INVSTR RATE) 6.0893 3.4250 13.4100 POST STRIP RATE 6.0893 3.4250 13.4100 SUB SERV FEE .3995 .2500 .5000 MSTR SERV FEE .0800 .0800 .0800 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .0000 .0000 .0000 TOTAL NUMBER OF LOANS: 2538 TOTAL BALANCE........: 300,000,159.03 *************************** * END OF REPORT * *************************** RUN ON : 05/26/04 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 07.15.17 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RASC 2004-KS5 FIXED CUTOFF : 05/01/04 POOL : 0004846 : : 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 # ______________________________________________________________________________ 7004464 A38/G02 F 36,000.00 ZZ 360 34,166.29 1 10.990 342.57 90 10.740 342.57 TULSA OK 74106 5 11/30/01 34 0433474913 05 01/01/02 0 66011546 N 12/01/31 0 7674753 E63/G02 F 64,000.00 ZZ 180 62,759.33 1 7.999 469.56 80 7.749 469.56 ALBUQUERQUE NM 87105 5 02/21/02 00 0434032678 05 04/01/02 0 1000064082 O 03/01/17 0 8191477 Q64/R44 F 27,140.00 ZZ 180 26,869.33 1 9.250 223.28 85 8.750 223.28 APOLLO PA 15613 1 10/28/02 34 0434929360 05 12/01/02 0 0104773809 O 11/01/17 0 8641148 E82/G02 F 69,300.00 ZZ 360 68,917.60 1 7.625 490.50 94 7.375 490.50 CAMDEN NJ 08105 5 09/03/03 04 0400886925 05 11/01/03 30 1 0400886925 O 10/01/33 0 8641532 W09/R44 F 28,000.00 ZZ 360 27,908.00 1 10.490 255.92 80 9.990 255.92 MUSKEGON HEIGHT MI 49444 5 08/26/03 34 0436572259 05 10/02/03 0 200311203 O 09/02/33 0 8684753 X84/G02 F 54,400.00 ZZ 360 53,934.16 1 7.875 394.44 80 7.625 394.44 BALTIMORE MD 21229 2 05/05/03 00 0435833629 02 06/01/03 0 1 N 05/01/33 0 8697265 Y55/U58 F 10,000.00 ZZ 180 9,994.71 1 13.990 118.41 20 13.490 118.41 TOPEKA KS 66609 1 05/05/03 00 0435794375 05 06/01/03 0 2358945 O 05/01/18 0 8836528 T87/T87 F 117,500.00 ZZ 360 116,609.24 1 5.650 678.26 84 5.150 678.26 NASHVILLE TN 37215 5 08/26/03 23 3030029254 01 11/01/03 0 3030029254 O 10/01/33 0 8836654 T87/T87 F 292,000.00 ZZ 360 290,837.82 1 7.250 1,991.96 80 6.750 1,991.96 BEAR DE 19701 5 10/27/03 00 6850000764 05 12/01/03 0 6850000764 O 11/01/33 0 1 8842896 T87/T87 F 420,000.00 ZZ 360 417,947.78 1 6.150 2,558.76 82 5.650 2,558.76 GROVELAND MA 01834 5 10/27/03 23 1010029541 05 12/01/03 0 1010029541 O 11/01/33 0 8871664 P27/G02 F 166,500.00 ZZ 360 165,904.77 1 7.750 1,192.83 86 7.500 1,192.83 SACRAMENTO CA 95833 5 10/29/03 34 0437020167 05 12/01/03 0 7703891318 O 11/01/33 0 8895326 E98/G02 F 241,000.00 ZZ 360 240,220.99 1 8.250 1,810.55 78 8.000 1,810.55 ALEXANDRIA MN 56308 2 11/06/03 34 0437264906 05 01/01/04 0 8181001626174 O 12/01/33 0 8915581 T06/G02 F 74,450.00 ZZ 180 73,984.14 1 7.130 674.60 41 6.880 674.60 NEW ORLEANS LA 70130 5 02/23/04 00 0437576457 07 04/01/04 0 75982 O 03/01/19 0 8917189 U50/R44 F 301,750.00 ZZ 360 301,147.72 1 6.000 1,809.14 85 5.500 1,809.14 LONG BEACH CA 90815 5 02/18/04 34 0437613250 05 04/01/04 0 5274400094 O 03/01/34 0 8918599 U50/R44 F 86,100.00 ZZ 360 86,040.75 1 7.875 624.28 70 7.375 624.28 1 HIALEAH FL 33012 5 03/09/04 34 0437628407 07 05/01/04 0 3027400887 O 04/01/34 0 8920837 W05/R44 F 68,000.00 ZZ 360 67,940.01 1 6.625 435.41 80 6.125 435.41 BAKERSFIELD CA 93308 5 03/24/04 34 0437700222 05 05/01/04 0 0000108933 O 04/01/34 0 8920885 W05/R44 F 80,000.00 ZZ 360 79,940.63 1 7.500 559.37 60 7.000 559.37 TACOMA WA 98404 5 03/22/04 34 0437697543 05 05/01/04 0 0000108813 O 04/01/34 0 8927650 Q67/U58 F 12,600.00 ZZ 180 12,543.15 1 11.250 122.38 20 10.750 122.38 WICHITA KS 67218 1 11/18/03 00 0437159635 05 01/01/04 0 20S85336 O 12/01/18 0 8929171 T06/R44 F 64,400.00 ZZ 180 64,236.61 1 9.450 670.54 80 8.950 670.54 BRENHAM TX 77833 5 03/15/04 00 0437724602 27 05/01/04 0 68454 O 04/01/19 0 8929175 T06/G02 F 78,200.00 ZZ 360 78,139.90 1 7.325 537.45 85 7.075 537.45 CROSBY TX 77532 2 03/03/04 23 0437723968 27 05/01/04 0 69854 O 04/01/34 0 1 8929187 T06/R44 F 87,300.00 ZZ 360 87,260.88 1 9.940 762.25 90 9.440 762.25 MOUNT SOLON VA 22843 5 03/05/04 34 0437721905 05 05/01/04 0 71399 O 04/01/34 0 8929235 T06/G02 F 108,000.00 TX 360 107,917.90 1 7.380 746.30 80 7.130 746.30 BOYD TX 76023 5 03/22/04 34 0437719420 05 05/01/04 0 75019 O 04/01/34 0 8929253 T06/R44 F 80,000.00 ZZ 180 79,767.38 1 7.930 761.29 80 7.430 761.29 HEREFORD TX 79045 5 03/02/04 34 0437718000 05 05/01/04 0 75773 O 04/01/19 0 8929259 T06/R44 F 134,100.00 ZZ 360 134,019.59 1 8.550 1,035.87 90 8.050 1,035.87 LENNON MI 48449 5 03/26/04 34 0437724503 05 05/01/04 0 75900 O 04/01/34 0 8929323 T06/G02 F 121,500.00 ZZ 180 121,134.02 1 7.530 1,128.39 90 7.280 1,128.39 CHICAGO IL 60617 5 03/08/04 34 0437719354 05 05/01/04 0 77969 O 04/01/19 0 8929327 T06/R44 F 54,700.00 ZZ 180 54,533.06 1 1 7.380 503.35 50 6.880 503.35 CINCINNATI OH 45240 5 03/22/04 00 0437717655 05 05/01/04 0 78034 O 04/01/19 0 8929329 T06/R44 F 70,950.00 ZZ 360 70,906.39 1 8.430 542.03 85 7.930 542.03 FORT MYERS FL 33901 5 03/10/04 34 0437719750 05 05/01/04 0 78234 O 04/01/34 0 8929379 T06/G02 F 90,000.00 ZZ 360 89,942.96 1 8.280 678.04 75 8.030 678.04 EAST POINT GA 30344 5 03/31/04 00 0437722002 05 05/01/04 0 80539 N 04/01/34 0 8929401 T06/G02 F 161,500.00 ZZ 360 161,500.00 1 7.130 1,088.60 85 6.880 1,088.60 SPARTA MI 49345 5 03/31/04 34 0437722366 05 06/01/04 0 82510 O 05/01/34 0 8930521 U50/G02 F 117,000.00 ZZ 360 116,906.44 1 7.125 788.25 87 6.875 788.25 OTTAWA IL 61350 5 03/18/04 34 0437729239 05 05/01/04 0 3076400445 O 04/01/34 0 8931041 962/R44 F 50,000.00 ZZ 360 50,000.00 1 7.750 358.21 67 7.250 358.21 CASSELTON ND 58012 5 04/05/04 34 0437715949 05 06/01/04 0 1 N0403050 O 05/01/34 0 8931047 E82/G02 F 89,000.00 ZZ 360 89,000.00 1 8.750 700.16 87 8.500 700.16 GARLAND TX 75040 2 04/07/04 34 0400961900 05 06/01/04 0 0400961900 O 05/01/34 0 8931161 W35/G02 F 96,000.00 ZZ 360 95,928.75 1 7.500 671.25 74 7.250 671.25 MICHIGAN CITY IN 46360 5 03/18/04 34 0437716806 05 05/01/04 0 30709 O 04/01/34 0 8931213 E22/G02 F 92,300.00 ZZ 360 92,300.00 1 6.500 583.40 42 6.250 583.40 LOXAHATCHEE FL 33470 5 04/07/04 00 0420268815 05 06/01/04 0 0420268815 O 05/01/34 0 8931225 E22/G02 F 111,000.00 ZZ 180 111,000.00 1 7.250 1,013.28 51 7.000 1,013.28 HOUSTON TX 77008 5 04/12/04 00 0420275588 05 06/01/04 0 0420275588 N 05/01/19 0 8931235 E22/R44 F 106,250.00 ZZ 360 106,250.00 1 8.625 826.40 85 8.125 826.40 NORTH KINGSVILL OH 44068 5 04/06/04 34 0420285264 05 06/01/04 0 0420285264 O 05/01/34 0 1 8931263 E22/G02 F 51,850.00 ZZ 360 51,850.00 1 7.375 358.12 85 7.125 358.12 LEBANON IL 62254 1 04/08/04 23 0420307860 27 06/01/04 0 0420307860 O 05/01/34 0 8931267 E22/R44 F 80,000.00 ZZ 360 80,000.00 1 7.875 580.06 80 7.375 580.06 CONNELLSVILLE PA 15425 5 04/06/04 00 0420310807 27 06/01/04 0 0420310807 O 05/01/34 0 8931279 E22/G02 F 81,985.00 ZZ 360 81,985.00 1 7.750 587.35 94 7.500 587.35 BAY CITY MI 48706 5 04/06/04 34 0420315780 05 06/01/04 0 0420315780 O 05/01/34 0 8931335 E22/G02 F 80,700.00 ZZ 360 80,700.00 4 7.750 578.14 60 7.500 578.14 ALVIN TX 77511 2 04/06/04 34 0419905138 05 06/01/04 0 0419905138 O 05/01/34 0 8931339 E22/R44 F 52,400.00 ZZ 360 52,400.00 1 7.750 375.40 80 7.250 375.40 CALDWELL ID 83605 1 04/06/04 34 0419908421 05 06/01/04 0 0419908421 O 05/01/34 0 8931357 E22/R44 F 55,000.00 ZZ 360 55,000.00 1 8.500 422.90 81 8.000 422.90 1 LANETT AL 36863 5 04/07/04 34 0419977665 05 06/01/04 0 0419977665 O 05/01/34 0 8931411 E22/G02 F 88,000.00 TX 360 88,000.00 1 8.125 653.40 80 7.875 653.40 HOUSTON TX 77035 5 04/07/04 34 0420053506 05 06/01/04 0 0420053506 O 05/01/34 0 8931509 E22/G02 F 61,200.00 ZZ 360 61,200.00 1 7.250 417.49 79 7.000 417.49 VERNAL UT 84078 5 04/06/04 34 0420059487 05 06/01/04 0 0420059487 O 05/01/34 0 8931553 E22/R44 F 51,850.00 ZZ 180 51,850.00 1 6.625 455.24 59 6.125 455.24 HOUSTON TX 77087 2 04/06/04 34 0420117319 05 06/01/04 0 0420117319 O 05/01/19 0 8931565 E22/R44 F 103,000.00 ZZ 360 103,000.00 1 8.625 801.12 90 8.125 801.12 OHATCHEE AL 36271 2 04/06/04 34 0420134991 05 06/01/04 0 0420134991 O 05/01/34 0 8931599 E22/R44 F 120,000.00 TX 180 120,000.00 1 7.750 1,129.53 80 7.250 1,129.53 HOUSTON TX 77096 5 04/06/04 34 0420141970 03 06/01/04 0 0420141970 O 05/01/19 0 1 8931601 E22/R44 F 73,600.00 TX 360 73,600.00 1 8.500 565.92 80 8.000 565.92 MARBLE FALLS TX 78654 5 04/07/04 34 0420142911 05 06/01/04 0 0420142911 O 05/01/34 0 8931603 W35/G02 F 80,000.00 ZZ 360 79,862.46 1 6.750 518.88 73 6.500 518.88 ANDERSON IN 46016 5 03/09/04 34 0437715360 05 04/15/04 0 30537 O 03/15/34 0 8931617 E22/R44 F 72,000.00 ZZ 360 72,000.00 1 6.875 472.99 80 6.375 472.99 DALLAS TX 75241 5 04/07/04 34 0420163768 05 06/01/04 0 0420163768 O 05/01/34 0 8931635 E22/G02 F 157,700.00 ZZ 360 157,700.00 1 8.250 1,184.75 95 8.000 1,184.75 NEW PORT RICHEY FL 34655 5 04/07/04 23 0420181943 03 06/01/04 0 0420181943 O 05/01/34 0 8931641 W35/R44 F 94,500.00 ZZ 360 94,453.42 1 9.490 793.92 90 8.990 793.92 NEW CARLISLE OH 45344 5 03/25/04 23 0437715253 05 05/01/04 0 31286 O 04/01/34 0 8931645 E22/G02 F 60,800.00 ZZ 240 60,800.00 1 1 6.750 462.30 80 6.500 462.30 NOBLE OK 73068 5 04/07/04 00 0420188518 27 06/01/04 0 0420188518 O 05/01/24 0 8931671 E22/G02 F 90,100.00 ZZ 240 90,100.00 1 6.875 691.80 85 6.625 691.80 FLAT ROCK NC 28731 5 04/07/04 23 0420218869 27 06/01/04 0 0420218869 O 05/01/24 0 8931677 E22/G02 F 62,955.00 ZZ 180 62,955.00 1 6.625 552.74 56 6.375 552.74 HOUSTON TX 77084 2 04/07/04 34 0420222598 03 06/01/04 0 0420222598 O 05/01/19 0 8931687 E22/G02 F 142,500.00 ZZ 360 142,500.00 1 7.750 1,020.89 95 7.500 1,020.89 LAKEWOOD OH 44107 5 04/07/04 34 0420228660 05 06/01/04 0 0420228660 O 05/01/34 0 8931695 E22/G02 F 149,990.00 TX 360 149,990.00 1 7.125 1,010.51 75 6.875 1,010.51 HOUSTON TX 77008 5 04/06/04 34 0420233181 05 06/01/04 0 0420233181 O 05/01/34 0 8931705 E22/G02 F 121,550.00 ZZ 360 121,550.00 1 6.625 778.30 85 6.375 778.30 WINLOCK WA 98596 2 04/07/04 34 0420237000 05 06/01/04 0 1 0420237000 N 05/01/34 0 8931731 E22/G02 F 193,500.00 ZZ 360 193,500.00 1 7.000 1,287.36 72 6.750 1,287.36 AUSTIN TX 78746 5 04/07/04 34 0420258329 05 06/01/04 0 0420258329 O 05/01/34 0 8931769 W35/G02 F 54,000.00 ZZ 360 53,958.91 1 7.375 372.96 95 7.125 372.96 SOUTH BEND IN 46619 5 03/10/04 34 0437715428 05 05/01/04 0 30573 O 04/01/34 0 8931809 E22/G02 F 78,850.00 ZZ 120 78,850.00 1 7.375 930.83 95 7.125 930.83 HOUSTON TX 77015 1 04/12/04 34 0420360380 05 06/01/04 0 0420360380 O 05/01/14 0 8931847 E22/R44 F 74,250.00 TX 360 74,250.00 1 7.625 525.54 75 7.125 525.54 EDINBURG TX 78539 5 04/07/04 34 0420395428 05 06/01/04 0 0420395428 O 05/01/34 0 8931861 E22/R44 F 75,500.00 ZZ 360 75,500.00 1 7.875 547.43 83 7.375 547.43 PENSACOLA FL 32506 2 04/07/04 34 0420405300 05 06/01/04 0 0420405300 O 05/01/34 0 1 8931921 E22/R44 F 60,000.00 ZZ 180 60,000.00 1 7.625 560.48 72 7.125 560.48 TULSA OK 74105 5 04/06/04 34 0420427221 05 06/01/04 0 0420427221 O 05/01/19 0 8931925 E22/G02 F 99,750.00 ZZ 360 99,750.00 1 7.875 723.26 95 7.625 723.26 CHARLOTTE NC 28227 2 04/07/04 34 0420429599 05 06/01/04 0 0420429599 O 05/01/34 0 8931929 E22/G02 F 138,000.00 ZZ 360 138,000.00 1 6.875 906.56 79 6.625 906.56 ANTHEM AZ 85086 5 04/05/04 00 0420429946 27 06/01/04 0 0420429946 O 05/01/34 0 8931965 E22/R44 F 66,500.00 ZZ 360 66,500.00 1 8.625 517.23 58 8.125 517.23 MARION MI 49665 5 04/07/04 00 0420458705 05 06/01/04 0 0420458705 O 05/01/34 0 8931971 E22/G02 F 124,260.00 ZZ 360 124,260.00 1 6.875 816.30 95 6.625 816.30 NAMPA ID 83651 5 04/07/04 34 0420472144 03 06/01/04 0 0420472144 O 05/01/34 0 8932039 W35/G02 F 32,000.00 ZZ 360 31,973.11 1 6.875 210.22 59 6.625 210.22 1 HENDERSON KY 42420 5 04/02/04 34 0437771165 05 05/07/04 0 90152099 O 04/07/34 0 8932043 W35/R44 F 93,000.00 ZZ 360 92,871.58 1 7.875 674.31 66 7.375 674.31 CORAL GABLES FL 33134 5 03/16/04 00 0437713860 05 04/22/04 0 30914 O 03/22/34 0 8932085 W35/G02 F 128,000.00 ZZ 360 127,809.43 2 7.500 894.99 48 7.250 894.99 WORCESTER MA 01606 5 03/26/04 00 0437713670 05 04/26/04 0 31427 N 03/26/34 0 8932161 W35/R44 F 52,000.00 ZZ 180 51,837.72 1 7.125 471.03 80 6.625 471.03 CANBY MN 56220 5 03/10/04 34 0437716459 05 05/01/04 0 28104 O 04/01/19 0 8932239 642/G02 F 185,000.00 ZZ 360 185,000.00 2 6.500 1,169.33 73 6.250 1,169.33 LOS ANGELES CA 90001 5 04/01/04 34 0437738800 05 06/01/04 0 02196904 O 05/01/34 0 8932279 W35/R44 F 132,000.00 ZZ 360 131,911.25 1 7.990 967.65 80 7.490 967.65 FILLMORE IN 46128 5 03/09/04 00 0437771074 05 05/01/04 0 90136782 O 04/01/34 0 1 8932285 W35/R44 F 55,200.00 ZZ 360 55,162.96 1 8.000 405.04 85 7.500 405.04 INDIANAPOLIS IN 46208 5 03/26/04 34 0437716830 05 05/01/04 0 31299 O 04/01/34 0 8932329 W35/G02 F 30,000.00 ZZ 360 29,979.83 1 7.990 219.92 19 7.740 219.92 CUTLER IN 46921 5 03/26/04 00 0437738768 05 05/01/04 0 90150870 O 04/01/34 0 8932777 U18/R44 F 72,000.00 ZZ 360 72,000.00 1 7.500 503.43 76 7.000 503.43 MORRISTOWN TN 37814 2 04/01/04 34 0437735152 05 06/01/04 0 TN0523380324 O 05/01/34 0 8933003 A50/R44 F 64,000.00 ZZ 360 63,965.04 1 9.000 514.96 51 8.500 514.96 DOTHAN AL 36301 5 03/09/04 00 0437715295 05 05/01/04 0 02068815 O 04/01/34 0 8933007 U18/R44 F 68,000.00 ZZ 360 68,000.00 1 7.875 493.05 80 7.375 493.05 MOSHEIM TN 37818 5 04/07/04 34 0437734007 05 06/01/04 0 TM0412191119 O 05/01/34 0 8933045 U18/G02 F 109,250.00 ZZ 360 109,250.00 1 1 7.875 792.14 95 7.625 792.14 PLANT CITY FL 33563 5 04/07/04 23 0437735400 05 06/01/04 0 FL0265089618 O 05/01/34 0 8933047 T23/R44 F 66,000.00 ZZ 360 65,961.63 1 8.700 516.87 59 8.200 516.87 CINCINNATI OH 45246 5 03/27/04 00 0437729395 05 05/01/04 0 7376 N 04/01/34 0 8933081 A50/R44 F 34,500.00 ZZ 180 34,403.57 1 8.375 337.22 38 7.875 337.22 ATHENS GA 30606 5 03/26/04 00 0437716731 05 05/01/04 0 02071090 O 04/01/19 0 8933085 T23/G02 F 55,200.00 ZZ 360 55,161.04 1 7.750 395.46 82 7.500 395.46 NEWARK OH 43055 5 03/16/04 34 0437729478 05 05/01/04 0 7327 O 04/01/34 0 8933131 L21/R44 F 50,100.00 ZZ 360 50,062.82 1 7.500 350.31 32 7.000 350.31 WARRENTON VA 20186 5 03/12/04 00 0437721996 05 05/01/04 0 2910000410 O 04/01/34 0 8933239 A50/R44 F 101,250.00 ZZ 360 101,197.51 1 9.250 832.96 75 8.750 832.96 CULLMAN AL 35055 5 03/25/04 00 0437715337 05 05/01/04 0 1 02065902 O 04/01/34 0 8933243 A50/R44 F 59,200.00 ZZ 360 59,168.49 1 9.125 481.68 80 8.625 481.68 CULLMAN AL 35057 1 03/29/04 34 0437715220 05 05/01/04 0 02075513 O 04/01/34 0 8933727 Q82/R44 F 81,900.00 ZZ 180 81,690.31 1 9.350 847.83 70 8.850 847.83 GREENVILLE SC 29609 5 03/26/04 00 0437723950 05 05/01/04 0 2010040302370 O 04/01/19 0 8933733 Q82/R44 F 78,000.00 ZZ 180 77,743.03 1 6.500 679.47 63 6.000 679.47 CLEVELAND HTS OH 44121 5 03/26/04 34 0437723430 05 05/01/04 0 2020040319390 O 04/01/19 0 8933801 Q82/R44 F 50,000.00 ZZ 360 49,975.40 1 9.500 420.43 30 9.000 420.43 CUMMING GA 30041 5 03/12/04 00 0437725047 05 05/01/04 0 2330040244560 O 04/01/34 0 8933803 Q82/G02 F 98,400.00 ZZ 360 98,121.13 1 6.300 609.07 80 6.050 609.07 TOLEDO OH 43613 2 02/21/04 34 0437723943 05 03/26/04 0 2020040212870 O 02/26/34 0 1 8933813 Q82/R44 F 186,000.00 ZZ 360 185,859.17 3 7.400 1,287.83 51 6.900 1,287.83 BROCKTON MA 02301 2 03/25/04 34 0437723539 05 05/01/04 0 2090040260910 O 04/01/34 0 8933901 Q82/R44 F 270,000.00 ZZ 360 269,795.57 1 7.400 1,869.43 66 6.900 1,869.43 DIAMOND BAR CA 91765 5 03/17/04 34 0437723752 05 05/01/04 0 2200040376210 O 04/01/34 0 8933937 E22/R44 F 120,000.00 ZZ 360 120,000.00 1 8.625 933.35 79 8.125 933.35 BIRMINGHAM AL 35215 5 04/08/04 34 0420374910 05 06/01/04 0 0420374910 O 05/01/34 0 8933969 T23/G02 F 151,500.00 ZZ 360 151,369.56 1 6.750 982.63 94 6.500 982.63 PATASKALA OH 43062 2 03/18/04 34 0437729411 05 05/01/04 0 7354 O 04/01/34 0 8933989 L21/G02 F 55,920.00 ZZ 360 55,895.20 1 9.990 490.33 80 9.740 490.33 MACON GA 31204 1 03/18/04 34 0437727555 05 05/01/04 0 70303659 O 04/01/34 0 8934013 Q82/R44 F 73,800.00 ZZ 360 73,750.97 1 8.050 544.10 90 7.550 544.10 1 AKRON OH 44301 5 03/29/04 34 0437724107 05 05/02/04 0 2020040318380 O 04/02/34 0 8934045 Q82/G02 F 128,000.00 ZZ 360 127,871.35 1 5.950 763.32 80 5.700 763.32 GOSHEN OH 45122 2 03/29/04 34 0437724735 05 05/02/04 0 2050040316800 O 04/02/34 0 8934047 E22/G02 F 111,350.00 TX 360 111,350.00 1 6.625 712.99 59 6.375 712.99 HURST TX 76054 5 04/09/04 34 0420342537 05 06/01/04 0 0420342537 O 05/01/34 0 8934063 Q82/R44 F 71,000.00 ZZ 240 70,731.52 1 7.150 556.88 68 6.650 556.88 CINCINNATI OH 45224 5 03/25/04 34 0437723885 05 04/29/04 0 2050040317300 O 03/29/24 0 8934087 L21/G02 F 86,700.00 ZZ 360 86,647.47 1 8.500 666.65 85 8.250 666.65 WEST ELLICOTT NY 14701 1 03/25/04 34 0437719875 05 05/01/04 0 70303696 N 04/01/34 0 8934097 L21/R44 F 50,050.00 ZZ 360 50,032.11 2 10.990 476.26 65 10.490 476.26 JAMESTOWN NY 14701 5 03/10/04 00 0437721640 05 05/01/04 0 70303849 N 04/01/34 0 1 8934215 L21/G02 F 61,600.00 ZZ 360 61,562.67 2 8.500 473.66 80 8.250 473.66 JAMESTOWN NY 14701 1 03/25/04 34 0437729692 05 05/01/04 0 70303691 N 04/01/34 0 8934237 E22/G02 F 50,150.00 ZZ 360 50,150.00 1 7.375 346.37 85 7.125 346.37 BATON ROUGE LA 70805 1 04/13/04 34 0420236648 05 06/01/04 0 0420236648 N 05/01/34 0 8934363 L21/G02 F 60,000.00 ZZ 360 59,963.65 2 8.500 461.35 80 8.250 461.35 JAMESTOWN NY 14701 1 03/25/04 34 0437721079 05 05/01/04 0 703-03693 N 04/01/34 0 8934415 E22/G02 F 63,700.00 TX 360 63,700.00 1 7.500 445.40 70 7.250 445.40 BEAUMONT TX 77706 5 04/08/04 34 0420175580 01 06/01/04 0 0420175580 O 05/01/34 0 8934429 E22/G02 F 121,400.00 ZZ 180 121,400.00 1 6.000 1,024.44 31 5.750 1,024.44 HAYWARD CA 94544 5 04/06/04 00 0420201642 05 06/01/04 0 0420201642 O 05/01/19 0 8934491 E22/R44 F 88,000.00 ZZ 360 88,000.00 1 1 7.875 638.06 88 7.375 638.06 ASHLAND NE 68003 5 04/08/04 34 0420077778 05 06/01/04 0 0420077778 O 05/01/34 0 8934519 E22/R44 F 70,400.00 ZZ 360 70,400.00 1 7.875 510.45 80 7.375 510.45 NEW ORLEANS LA 70126 5 04/07/04 34 0420127920 05 06/01/04 0 0420127920 O 05/01/34 0 8934579 E22/R44 F 115,500.00 ZZ 360 115,500.00 1 7.125 778.14 70 6.625 778.14 DESTIN FL 32550 5 04/08/04 34 0420038176 09 06/01/04 0 0420038176 O 05/01/34 0 8934615 E22/R44 F 63,000.00 ZZ 360 63,000.00 1 8.750 495.62 90 8.250 495.62 SAINT MATTHEWS SC 29135 5 04/08/04 34 0419650700 05 06/01/04 0 0419650700 O 05/01/34 0 8934621 E22/G02 F 38,000.00 ZZ 180 38,000.00 1 9.250 391.09 59 9.000 391.09 PHARR TX 78577 2 04/08/04 00 0419798624 27 06/01/04 0 0419798624 O 05/01/19 0 8934819 E22/G02 F 245,409.00 ZZ 360 245,409.00 1 6.875 1,612.16 78 6.625 1,612.16 LEMON GROVE CA 91945 5 04/05/04 34 0420395345 05 06/01/04 0 1 0420395345 O 05/01/34 0 8934885 E22/G02 F 50,150.00 ZZ 360 50,150.00 1 7.375 346.37 85 7.125 346.37 BATON ROUGE LA 70805 1 04/13/04 34 0420418287 05 06/01/04 0 0420418287 N 05/01/34 0 8934889 E22/G02 F 52,700.00 ZZ 360 52,700.00 1 7.375 363.99 85 7.125 363.99 BATON ROUGE LA 70802 1 04/13/04 34 0420418303 05 06/01/04 0 0420418303 N 05/01/34 0 8935083 W50/R44 F 141,920.00 ZZ 360 141,838.34 1 8.750 1,116.49 80 8.250 1,116.49 MINNEAPOLIS MN 55411 5 03/15/04 34 0437718653 05 05/01/04 0 MARI00296 O 04/01/34 0 8935317 W50/G02 F 102,700.00 ZZ 360 102,623.79 1 7.500 718.09 79 7.250 718.09 SAINT PAUL MN 55106 1 03/19/04 34 0437722945 05 05/01/04 0 MARI00271 O 04/01/34 0 8935363 U35/G02 F 74,800.00 ZZ 360 74,800.00 1 7.800 538.46 85 7.550 538.46 INDIANAPOLIS IN 46228 5 04/09/04 34 0437715592 05 06/01/04 0 15824507 O 05/01/34 0 1 8936079 Y55/R44 F 110,852.00 ZZ 360 110,739.08 1 5.880 656.09 72 5.380 656.09 JENKS OK 74037 2 03/26/04 00 0437715600 05 05/01/04 0 51797 O 04/01/34 0 8936081 Y55/R44 F 175,500.00 ZZ 360 175,388.31 1 8.260 1,319.71 90 7.760 1,319.71 CONROE TX 77385 2 03/26/04 23 0437710189 03 05/01/04 0 51755 O 04/01/34 0 8936083 Y55/R44 F 77,400.00 ZZ 360 77,400.00 1 6.500 489.22 90 6.000 489.22 NASHVILLE TN 37209 2 04/05/04 23 0437716574 05 06/01/04 0 51806 O 05/01/34 0 8936085 Y55/R44 F 102,600.00 ZZ 360 102,600.00 1 6.500 648.50 90 6.000 648.50 HERMITAGE TN 37076 2 04/05/04 23 0437715535 05 06/01/04 0 54330 O 05/01/34 0 8936087 Y55/R44 F 157,250.00 ZZ 360 157,121.86 1 7.030 1,049.36 85 6.530 1,049.36 LINDEN VA 22642 5 03/19/04 23 0437716210 05 05/01/04 0 379939 O 04/01/34 0 8936089 Y55/R44 F 79,200.00 ZZ 360 79,200.00 1 7.800 570.14 80 7.300 570.14 1 PORTLAND TN 37148 1 04/12/04 00 0437715998 05 06/01/04 0 384968 O 05/01/34 0 8936091 Y55/R44 F 90,160.00 ZZ 360 90,093.89 1 7.560 634.12 80 7.060 634.12 MEMPHIS TN 38134 1 03/31/04 00 0437716111 05 05/01/04 0 405720 O 04/01/34 0 8936093 Y55/R44 F 60,000.00 ZZ 360 59,949.59 1 6.875 394.16 75 6.375 394.16 RICHMOND VA 23222 5 03/05/04 00 0437710924 05 05/01/04 0 406076 N 04/01/34 0 8936095 Y55/R44 F 89,000.00 ZZ 360 88,928.19 1 7.080 596.91 90 6.580 596.91 SOUTHAVEN MS 38671 1 04/05/04 23 0437711146 05 05/01/04 0 406344 O 04/01/34 0 8936097 Y55/R44 F 75,000.00 ZZ 360 75,000.00 1 9.000 603.47 89 8.500 603.47 TEXAS CITY TX 77590 1 04/02/04 23 0437716160 05 06/01/04 0 411178 O 05/01/34 0 8936099 Y55/R44 F 103,500.00 ZZ 360 103,421.33 1 7.380 715.20 90 6.880 715.20 FRESNO TX 77545 1 03/31/04 23 0437711039 05 05/01/04 0 411286 O 04/01/34 0 1 8936101 Y55/R44 F 88,800.00 ZZ 360 88,542.56 1 8.180 662.76 80 7.680 662.76 ENID OK 73703 2 03/31/04 00 0437716921 05 05/01/04 0 415601 O 04/01/34 0 8936105 Y55/R44 F 85,500.00 ZZ 360 85,500.00 1 8.510 658.03 90 8.010 658.03 AKRON OH 44314 2 03/31/04 23 0437715618 05 06/01/04 0 416262 O 05/01/34 0 8936107 Y55/R44 F 281,350.00 ZZ 360 281,196.32 1 9.000 2,263.81 85 8.500 2,263.81 PLANO TX 75024 1 03/31/04 23 0437709306 05 05/01/04 0 416339 O 04/01/34 0 8936109 Y55/R44 F 81,000.00 ZZ 360 81,000.00 1 8.820 641.28 90 8.320 641.28 AKRON OH 44314 2 04/05/04 23 0437715824 05 06/01/04 0 416345 O 05/01/34 0 8936111 Y55/R44 F 88,500.00 ZZ 360 88,500.00 1 8.000 649.38 90 7.500 649.38 WHITE SETTLEMEN TX 76108 1 04/09/04 23 0437715766 05 06/01/04 0 416457 O 05/01/34 0 8936113 Y55/R44 F 98,010.00 ZZ 360 98,010.00 1 1 7.070 656.68 90 6.570 656.68 HURST TX 76054 1 04/08/04 23 0437708951 05 06/01/04 0 416488 O 05/01/34 0 8936115 Y55/R44 F 152,000.00 ZZ 360 151,889.98 1 7.625 1,075.85 80 7.125 1,075.85 OXFORD AL 36203 2 03/22/04 00 0437709892 05 05/01/04 0 421302 O 04/01/34 0 8936117 Y55/R44 F 130,050.00 ZZ 360 130,050.00 1 6.880 854.77 90 6.380 854.77 ALABASTER AL 35007 1 04/08/04 23 0437716293 05 06/01/04 0 421441 O 05/01/34 0 8936119 Y55/R44 F 113,850.00 ZZ 360 113,850.00 1 7.380 786.72 90 6.880 786.72 MOBILE AL 36605 1 04/06/04 23 0437716434 05 06/01/04 0 421555 O 05/01/34 0 8936121 Y55/R44 F 135,517.00 ZZ 360 135,426.07 1 8.000 994.38 90 7.500 994.38 PEARLAND TX 77581 1 04/02/04 23 0437716137 05 05/01/04 0 430393 O 04/01/34 0 8936123 Y55/R44 F 102,191.00 ZZ 360 102,118.15 1 7.700 728.58 90 7.200 728.58 HOUSTON TX 77073 1 03/30/04 23 0437709694 05 05/01/04 0 1 430420 O 04/01/34 0 8936125 Y55/R44 F 106,200.00 ZZ 360 106,156.65 1 10.375 961.54 90 9.875 961.54 MORGANS POINT R TX 76513 1 03/30/04 23 0437716384 05 05/01/04 0 430434 O 04/01/34 0 8936127 Y55/R44 F 80,550.00 ZZ 360 80,550.00 1 7.375 556.34 90 6.875 556.34 STOCKTON UT 84071 5 03/30/04 23 0437716277 05 06/01/04 0 435235 O 05/01/34 0 8936129 Y55/R44 F 78,650.00 ZZ 360 78,597.55 1 8.030 578.75 85 7.530 578.75 CEDAR HILL TX 75104 1 03/30/04 23 0437709876 05 05/01/04 0 437802 O 04/01/34 0 8936131 Y55/R44 F 75,120.00 ZZ 360 75,070.11 1 8.050 553.82 80 7.550 553.82 GALLATIN TN 37066 1 03/31/04 00 0437711450 05 05/01/04 0 443102 O 04/01/34 0 8936133 Y55/R44 F 59,500.00 ZZ 360 59,461.07 1 8.125 441.79 70 7.625 441.79 NASHVILLE TN 37207 5 03/26/04 00 0437715709 05 05/01/04 0 443308 O 04/01/34 0 1 8936135 Y55/R44 F 10,200.00 ZZ 360 10,198.14 1 13.990 120.78 10 13.490 120.78 BELLEVILLE IL 62221 1 03/31/04 00 0437711815 05 05/01/04 0 2401699 O 04/01/34 0 8936139 Y55/R44 F 12,000.00 ZZ 360 11,997.54 1 13.490 137.36 10 12.990 137.36 GRANITE CITY IL 62040 1 03/31/04 00 0437710379 05 05/01/04 0 2402273 O 04/01/34 0 8936141 Y55/R44 F 11,900.00 ZZ 360 11,896.36 1 11.690 119.57 10 11.190 119.57 DALLAS TX 75227 1 03/31/04 00 0437716046 05 05/01/04 0 2402293 O 04/01/34 0 8936145 Y55/R44 F 11,800.00 ZZ 360 11,797.70 1 13.690 136.92 10 13.190 136.92 ARLINGTON TX 76015 1 04/02/04 00 0437711559 05 05/01/04 0 2402348 O 04/01/34 0 8936147 Y55/R44 F 22,540.00 ZZ 360 22,527.76 1 9.030 181.85 20 8.530 181.85 MEMPHIS TN 38134 1 03/31/04 00 0437710957 05 05/01/04 0 2405720 O 04/01/34 0 8936149 Y55/R44 F 34,485.00 ZZ 360 34,478.71 1 13.990 408.33 15 13.490 408.33 1 VIRGINIA BEACH VA 23456 1 04/01/04 00 0437710163 05 05/01/04 0 2405943 O 04/01/34 0 8936151 Y55/R44 F 37,580.00 ZZ 360 37,580.00 1 13.690 436.07 20 13.190 436.07 FREDERICKSBURG VA 22407 1 04/02/04 00 0437709074 05 06/01/04 0 2406143 O 05/01/34 0 8936163 Y55/R44 F 11,500.00 ZZ 360 11,497.18 1 12.690 124.43 10 12.190 124.43 FRESNO TX 77545 1 03/31/04 00 0437710692 05 05/01/04 0 2411286 O 04/01/34 0 8936165 Y55/R44 F 10,950.00 ZZ 360 10,947.32 1 12.690 118.48 10 12.190 118.48 DES MOINES IA 50310 1 04/01/04 00 0437709710 05 05/01/04 0 2411361 O 04/01/34 0 8936167 Y55/R44 F 49,650.00 ZZ 360 49,640.94 1 13.990 587.90 15 13.490 587.90 PLANO TX 75024 1 03/31/04 00 0437711435 05 05/01/04 0 2416339 O 04/01/34 0 8936169 Y55/R44 F 10,000.00 ZZ 360 9,997.25 1 12.190 104.33 12 11.690 104.33 PURCELL OK 73080 1 04/02/04 00 0437710270 05 05/01/04 0 2416364 O 04/01/34 0 1 8936171 Y55/R44 F 12,095.00 ZZ 360 12,092.63 1 13.690 140.35 10 13.190 140.35 FARMERSVILLE TX 75442 1 03/31/04 00 0437710296 05 05/01/04 0 2416407 O 04/01/34 0 8936173 Y55/R44 F 49,000.00 ZZ 360 48,987.99 1 12.690 530.19 20 12.190 530.19 WYANDOTTE MI 48192 1 03/30/04 00 0437711757 01 05/01/04 0 2421359 O 04/01/34 0 8936177 Y55/R44 F 26,000.00 ZZ 360 25,994.92 1 13.690 301.70 20 13.190 301.70 METAIRIE LA 70005 1 03/31/04 00 0437711120 05 05/01/04 0 2421468 O 04/01/34 0 8936181 Y55/R44 F 14,990.00 ZZ 360 14,981.86 1 9.030 120.94 10 8.530 120.94 ANTIOCH TN 37013 1 03/31/04 00 0437708795 05 05/01/04 0 2421548 O 04/01/34 0 8936183 Y55/R44 F 15,057.00 ZZ 360 15,053.31 1 12.690 162.92 10 12.190 162.92 PEARLAND TX 77581 1 04/02/04 00 0437711096 05 05/01/04 0 2430393 O 04/01/34 0 8936185 Y55/R44 F 11,355.00 ZZ 360 11,348.80 1 1 9.000 91.36 10 8.500 91.36 HOUSTON TX 77073 1 03/30/04 00 0437709751 05 05/01/04 0 2430420 O 04/01/34 0 8936199 Y55/R44 F 11,800.00 ZZ 360 11,797.85 1 13.990 139.72 10 13.490 139.72 MORGANS POINT R TX 76513 1 03/30/04 00 0437709819 03 05/01/04 0 2430434 O 04/01/34 0 8936201 Y55/R44 F 13,500.00 ZZ 360 13,494.62 1 10.490 123.39 10 9.990 123.39 AUSTIN TX 78729 1 04/01/04 00 0437711377 05 05/01/04 0 2430488 O 04/01/34 0 8936203 Y55/R44 F 10,000.00 ZZ 360 9,997.55 1 12.690 108.20 10 12.190 108.20 HOUSTON TX 77080 1 03/31/04 00 0437709660 05 05/01/04 0 2430505 O 04/01/34 0 8936207 Y55/R44 F 25,700.00 ZZ 360 25,694.97 1 13.690 298.22 20 13.190 298.22 PHOENIX AZ 85033 1 03/30/04 00 0437708803 05 05/01/04 0 2435403 O 04/01/34 0 8936209 Y55/R44 F 14,990.00 ZZ 360 14,985.89 1 12.190 156.38 10 11.690 156.38 HIRAM GA 30141 1 04/02/04 00 0437710817 05 05/01/04 0 1 2435498 O 04/01/34 0 8936215 Y55/R44 F 13,550.00 ZZ 360 13,547.35 1 13.690 157.23 10 13.190 157.23 THE COLONY TX 75056 1 04/05/04 00 0437716566 05 05/01/04 0 2437985 O 04/01/34 0 8936217 Y55/R44 F 34,476.00 ZZ 360 34,457.28 1 9.030 278.15 20 8.530 278.15 HENDERSONVILLE TN 37075 1 03/31/04 00 0437708258 05 05/01/04 0 2443039 O 04/01/34 0 8936223 Y55/R44 F 36,500.00 ZZ 360 36,480.18 1 9.030 294.48 20 8.530 294.48 MADISON TN 37115 1 03/31/04 00 0437711948 05 05/01/04 0 2443319 O 04/01/34 0 8936323 W50/G02 F 166,100.00 ZZ 360 165,976.73 2 7.500 1,161.40 80 7.250 1,161.40 CHICAGO IL 60651 5 02/27/04 34 0437731821 05 05/01/04 0 MBIL00040 O 04/01/34 0 8937015 W50/G02 F 132,000.00 ZZ 360 131,877.74 1 6.375 823.51 80 6.125 823.51 EAGAN MN 55122 1 03/25/04 34 0437735145 01 05/01/04 0 MARI00387 N 04/01/34 0 1 8937017 W50/G02 F 78,750.00 ZZ 360 78,697.05 1 7.990 577.29 75 7.740 577.29 MINNEAPOLIS MN 55412 5 03/22/04 00 0437733017 05 05/01/04 0 MARI00322 N 04/01/34 0 8937031 W50/G02 F 84,750.00 ZZ 360 84,693.02 1 7.990 621.27 75 7.740 621.27 MINNEAPOLIS MN 55411 5 03/22/04 00 0437733520 05 05/01/04 0 MARI00319 N 04/01/34 0 8937033 W50/G02 F 130,500.00 ZZ 360 130,412.26 1 7.990 956.65 75 7.740 956.65 MINNEAPOLIS MN 55411 5 03/22/04 00 0437732696 05 05/01/04 0 MARI00321 N 04/01/34 0 8937035 W50/G02 F 100,500.00 ZZ 360 100,432.43 1 7.990 736.73 74 7.740 736.73 MINNEAPOLIS MN 55411 5 03/22/04 00 0437733843 05 05/01/04 0 MARI00288 N 04/01/34 0 8937927 U18/R44 F 72,250.00 ZZ 360 72,250.00 1 9.375 600.94 85 8.875 600.94 MERIDIAN MS 39307 1 04/12/04 34 0437737356 05 06/01/04 0 MS0587061124 O 05/01/34 0 8938409 R84/R44 F 64,200.00 ZZ 360 64,200.00 1 7.625 454.40 90 7.125 454.40 1 ANDALUSIA AL 36420 2 04/05/04 34 0437719255 05 06/01/04 0 0304032202 O 05/01/34 0 8938645 E82/G02 F 70,750.00 ZZ 360 70,750.00 1 8.000 519.14 83 7.750 519.14 ATLANTA GA 30310 2 04/09/04 34 0400973947 05 06/01/04 0 0400973947 O 05/01/34 0 8939415 E22/R44 F 55,000.00 ZZ 360 55,000.00 1 7.750 394.03 51 7.250 394.03 FLORENCE OR 97439 5 04/08/04 00 0420503674 05 06/01/04 0 0420503674 O 05/01/34 0 8939431 E22/G02 F 70,975.00 ZZ 360 70,975.00 1 7.375 490.21 85 7.125 490.21 SPOKANE WA 99217 1 04/09/04 23 0420543274 27 06/01/04 0 0420543274 O 05/01/34 0 8939501 E22/R44 F 70,000.00 ZZ 360 70,000.00 1 6.875 459.85 47 6.375 459.85 GROVEPORT OH 43125 5 04/09/04 00 0420397606 05 06/01/04 0 0420397606 O 05/01/34 0 8939583 E22/R44 F 30,000.00 ZZ 180 30,000.00 1 11.125 343.34 50 10.625 343.34 CROWLEY LA 70526 5 04/09/04 00 0420368664 05 06/01/04 0 0420368664 O 05/01/19 0 1 8939625 E22/G02 F 123,000.00 ZZ 180 123,000.00 1 5.875 1,029.66 54 5.625 1,029.66 NORTH LAS VEGAS NV 89032 5 04/05/04 00 0420320962 05 06/01/04 0 0420320962 O 05/01/19 0 8939667 E22/G02 F 71,000.00 ZZ 360 71,000.00 1 6.250 437.16 63 6.000 437.16 MONMOUTH OR 97361 5 04/02/04 00 0420354565 27 06/01/04 0 0420354565 O 05/01/34 0 8939677 E22/G02 F 75,000.00 TX 180 75,000.00 1 7.250 684.65 67 7.000 684.65 HOUSTON TX 77088 5 04/08/04 34 0420296543 03 06/01/04 0 0420296543 O 05/01/19 0 8939713 E22/R44 F 75,000.00 TX 360 75,000.00 1 7.750 537.31 79 7.250 537.31 TERRELL TX 75160 5 04/09/04 34 0420318875 05 06/01/04 0 0420318875 O 05/01/34 0 8939771 E22/G02 F 63,750.00 ZZ 180 63,750.00 1 6.750 564.13 83 6.500 564.13 HARLEYVILLE SC 29448 5 04/09/04 34 0420274706 05 06/01/04 0 0420274706 O 05/01/19 0 8939791 E22/G02 F 207,000.00 ZZ 360 207,000.00 1 1 7.500 1,447.37 90 7.250 1,447.37 COTTONDALE AL 35453 5 04/09/04 34 0420287260 05 06/01/04 0 0420287260 O 05/01/34 0 8939825 E22/G02 F 56,000.00 ZZ 360 56,000.00 1 7.750 401.19 80 7.500 401.19 PALOUSE WA 99161 5 04/06/04 34 0420222630 05 06/01/04 0 0420222630 N 05/01/34 0 8939853 E22/G02 F 93,500.00 ZZ 180 93,500.00 1 7.250 853.53 85 7.000 853.53 AUGUSTA ME 04330 5 04/09/04 34 0420102758 05 06/01/04 0 0420102758 O 05/01/19 0 8939859 E22/G02 F 112,500.00 ZZ 360 112,500.00 1 6.250 692.68 75 6.000 692.68 WHITE BIRD ID 83554 1 04/01/04 00 0420126484 27 06/01/04 0 0420126484 O 05/01/34 0 8939883 E22/R44 F 70,000.00 ZZ 360 70,000.00 1 8.125 519.75 83 7.625 519.75 MEMPHIS TN 38127 5 04/09/04 34 0420127391 05 06/01/04 0 0420127391 O 05/01/34 0 8939989 E22/R44 F 83,000.00 ZZ 360 83,000.00 1 9.875 720.73 60 9.375 720.73 GRAND JUNCTION CO 81504 5 04/09/04 00 0420178105 03 06/01/04 0 1 0420178105 O 05/01/34 0 8940093 E22/R44 F 64,000.00 ZZ 360 64,000.00 1 8.000 469.61 80 7.500 469.61 ATHOL ID 83801 2 04/08/04 00 0419894837 27 06/01/04 0 0419894837 O 05/01/34 0 8940199 W99/G02 F 83,600.00 ZZ 360 83,555.51 1 9.125 680.20 95 8.875 680.20 ROANOKE RAPIDS NC 27870 1 03/29/04 34 0437751688 05 05/01/04 0 94017605 O 04/01/34 0 8940321 Q67/R44 F 19,570.00 ZZ 180 19,559.85 1 9.250 161.00 20 8.750 161.00 AVONDALE AZ 85323 1 03/19/04 00 0437757891 05 05/01/04 0 960297706 O 04/01/19 0 8940323 Q67/R44 F 23,000.00 ZZ 180 22,986.71 1 8.750 180.95 10 8.250 180.95 RACINE MN 55967 5 03/24/04 00 0437760424 05 05/01/04 0 950291214 O 04/01/19 0 8940327 Q67/R44 F 20,000.00 ZZ 180 19,990.67 1 9.750 171.83 20 9.250 171.83 PORT HURON MI 48060 1 03/26/04 00 0437758568 05 05/01/04 0 910295802 O 04/01/19 0 1 8940329 Q67/R44 F 40,000.00 ZZ 180 39,976.99 1 8.750 314.68 20 8.250 314.68 SUN PRAIRIE WI 53590 1 03/26/04 00 0437753163 05 05/01/04 0 910295903 O 04/01/19 0 8940333 Q67/R44 F 18,000.00 ZZ 180 17,991.60 1 9.750 154.65 20 9.250 154.65 SEDALIA MO 65301 1 03/29/04 00 0437757677 05 05/01/04 0 920297571 O 04/01/19 0 8940335 Q67/R44 F 36,800.00 ZZ 180 36,782.83 1 9.750 316.17 20 9.250 316.17 MESA AZ 85203 5 03/29/04 00 0437746894 05 05/01/04 0 960299218 O 04/01/19 0 8940337 Q67/R44 F 49,100.00 ZZ 180 49,077.09 1 9.750 421.85 20 9.250 421.85 GREENSBORO NC 27406 1 03/26/04 00 0437746811 03 05/01/04 0 980298445 O 04/01/19 0 8940379 Q67/R44 F 65,000.00 ZZ 360 64,962.60 1 8.750 511.36 74 8.250 511.36 FLINT MI 48504 5 03/30/04 00 0437748262 05 05/01/04 0 910192354 O 04/01/34 0 8940465 Q67/G02 F 96,000.00 ZZ 360 95,625.46 1 7.000 638.69 80 6.750 638.69 1 EL MIRGAGE AZ 85335 1 02/06/04 34 0437747082 05 04/01/04 0 60F89566 O 03/01/34 0 8940567 Q01/R44 F 50,100.00 ZZ 360 50,100.00 1 8.000 367.62 44 7.500 367.62 OGDEN UT 84403 5 04/09/04 00 0437762057 05 06/01/04 0 217532 O 05/01/34 0 8940765 X90/G02 F 90,250.00 ZZ 360 90,250.00 1 7.990 661.59 95 7.740 661.59 SAUK CENTRE MN 56378 5 04/06/04 23 0437736515 05 06/01/04 0 04003657 O 05/01/34 0 8940839 W99/G02 F 169,200.00 ZZ 360 169,200.00 1 8.250 1,271.14 90 8.000 1,271.14 LAURENS SC 29360 5 04/07/04 34 0437733504 05 06/01/04 0 94019406 O 05/01/34 0 8941045 X92/G02 F 161,600.00 ZZ 180 161,600.00 1 6.875 1,441.24 80 6.625 1,441.24 WESLEY CHAPEL FL 33543 5 04/02/04 34 0437734478 05 06/01/04 0 20403176 O 05/01/19 0 8941359 R84/G02 F 50,150.00 T 180 50,150.00 1 7.250 457.80 85 7.000 457.80 LITCHFIELD IL 62056 5 04/13/04 34 0437748536 05 06/01/04 0 0104031900 O 05/01/19 0 1 8941407 X92/G02 F 58,500.00 ZZ 360 58,466.34 1 8.750 460.22 90 8.500 460.22 KOKOMO IN 46902 5 03/18/04 34 0437732670 05 05/01/04 0 20403090 O 04/01/34 0 8941479 X92/R44 F 85,600.00 TX 360 85,541.09 1 7.875 620.66 80 7.375 620.66 DENISON TX 75020 5 03/29/04 34 0437726649 05 05/01/04 0 20403067 O 04/01/34 0 8941559 X47/G02 F 72,000.00 ZZ 360 71,965.83 1 9.670 614.37 75 9.420 614.37 DEL RIO TX 78840 5 03/25/04 34 0437760499 05 05/01/04 0 90142729 N 04/01/34 0 8941685 F62/R44 F 180,000.00 ZZ 360 179,899.09 1 8.875 1,432.16 80 8.375 1,432.16 MIAMI FL 33189 5 03/30/04 00 0437738792 05 05/01/04 0 40131 O 04/01/34 0 8941759 U81/G02 F 56,000.00 ZZ 240 56,000.00 1 8.625 490.42 80 8.375 490.42 ATHENS AL 35613 5 04/07/04 00 0437766157 27 06/01/04 0 1800007891 O 05/01/24 0 8941961 X47/G02 F 76,500.00 ZZ 180 76,268.97 1 1 7.500 709.16 79 7.250 709.16 SAN ANTONIO TX 78264 2 03/26/04 00 0437760408 27 05/01/04 0 K13006 O 04/01/19 0 8941991 W78/G02 F 196,000.00 ZZ 360 195,847.10 1 7.250 1,337.07 49 7.000 1,337.07 SUMMERVILLE SC 29485 5 03/25/04 00 0437739139 05 05/01/04 0 0041756087 O 04/01/34 0 8942085 E22/G02 F 165,000.00 ZZ 360 165,000.00 1 6.375 1,029.39 85 6.125 1,029.39 MOUNTLAKE TERRA WA 98043 1 04/09/04 34 0420345795 05 06/01/04 0 0420345795 O 05/01/34 0 8942161 W78/G02 F 68,400.00 ZZ 360 68,295.59 1 7.375 472.42 80 7.125 472.42 PENDERGRASS GA 30567 1 03/04/04 00 0437738263 27 04/01/04 0 0041741458 O 03/01/34 0 8942221 E22/R44 F 59,250.00 ZZ 180 59,250.00 1 7.875 561.96 75 7.375 561.96 WHITEWRIGHT TX 75491 5 04/15/04 00 0420332678 05 06/01/04 0 0420332678 N 05/01/19 0 8942347 X47/R44 F 55,100.00 TX 360 55,066.62 1 8.500 423.67 38 8.000 423.67 KATY TX 77450 5 04/01/04 00 0437757230 03 05/01/04 0 1 K13028 O 04/01/34 0 8942417 T24/G02 F 58,400.00 ZZ 180 57,890.29 1 8.000 558.11 80 7.750 558.11 MELBOURNE FL 32935 5 01/29/04 34 0437736085 05 03/01/04 0 2933166 N 02/01/19 0 8942425 E22/G02 F 150,400.00 T 240 150,400.00 1 7.500 1,211.61 80 7.250 1,211.61 LAHAINA HI 96761 1 04/02/04 34 0419949631 01 06/01/04 0 0419949631 O 05/01/24 0 8942525 E22/R44 F 76,800.00 ZZ 360 76,800.00 1 7.875 556.85 80 7.375 556.85 SAGINAW TX 76179 1 04/16/04 34 0420099996 05 06/01/04 0 0420099996 O 05/01/34 0 8942527 E22/G02 F 189,000.00 ZZ 360 189,000.00 1 7.625 1,337.73 91 7.375 1,337.73 LOVELAND CO 80537 1 04/15/04 34 0420107518 03 06/01/04 0 0420107518 O 05/01/34 0 8942565 E22/G02 F 93,000.00 ZZ 360 93,000.00 3 7.000 618.73 72 6.750 618.73 NEW ALBANY IN 47150 5 04/15/04 34 0419919022 05 06/01/04 0 0419919022 N 05/01/34 0 1 8942665 Q67/R44 F 20,400.00 ZZ 180 20,343.99 1 9.250 167.83 20 8.750 167.83 AKRON OH 44303 1 03/01/04 00 0437758048 05 04/01/04 0 980294959 O 03/01/19 0 8942671 Q67/R44 F 27,900.00 ZZ 180 27,885.53 1 9.250 229.53 20 8.750 229.53 ST. CLAIR SHORE MI 48081 1 03/15/04 00 0437746035 05 05/01/04 0 910296981 O 04/01/19 0 8942675 Q67/R44 F 27,600.00 ZZ 180 27,585.69 1 9.250 227.06 20 8.750 227.06 WATERFORD MI 48328 1 03/15/04 00 0437746332 05 05/01/04 0 910294282 O 04/01/19 0 8942681 Q67/R44 F 29,980.00 ZZ 180 29,962.64 1 8.750 235.86 20 8.250 235.86 PORT HURON MI 48060 1 03/18/04 00 0437747025 05 05/01/04 0 910295104 O 04/01/19 0 8942683 Q67/R44 F 35,000.00 ZZ 180 34,983.67 1 9.750 300.71 20 9.250 300.71 WESTLAND MI 48185 5 03/19/04 00 0437746571 05 05/01/04 0 910293456 O 04/01/19 0 8942687 Q67/R44 F 24,800.00 ZZ 180 24,788.43 1 9.750 213.07 20 9.250 213.07 1 SHREVEPORT LA 71107 1 03/17/04 00 0437757289 05 05/01/04 0 920296948 O 04/01/19 0 8942693 Q67/U58 F 26,680.00 ZZ 180 26,680.00 1 8.750 209.90 20 8.250 209.90 KANSAS CITY KS 66106 1 04/08/04 00 0437750888 05 06/01/04 0 960299219 O 05/01/19 0 8942733 T24/R44 F 178,500.00 T 360 178,367.53 1 7.500 1,248.10 80 7.000 1,248.10 KISSIMMEE FL 34746 1 03/03/04 34 0437742745 03 05/01/04 0 3114929 O 04/01/34 0 8942741 T24/G02 F 117,000.00 ZZ 360 116,842.22 1 8.000 858.51 90 7.750 858.51 WILMINGTON DE 19808 5 02/18/04 34 0437738461 05 04/01/04 0 0003061350 O 03/01/34 0 8942895 W78/R44 F 73,100.00 ZZ 180 72,703.47 1 8.750 730.60 72 8.250 730.60 DAWSONVILLE GA 30534 5 02/25/04 00 0437764632 27 04/01/04 0 0041667778 O 03/01/19 0 8942999 W78/G02 F 69,000.00 ZZ 360 68,956.01 1 8.250 518.37 80 8.000 518.37 PALM BAY FL 32909 1 03/19/04 34 0437744923 05 05/01/04 0 0041784758 O 04/01/34 0 1 8943319 Y55/R44 F 85,600.00 ZZ 360 85,523.52 1 6.560 544.43 79 6.060 544.43 MADISON AL 35758 1 03/31/04 00 0437733306 05 05/01/04 0 421509 O 04/01/34 0 8943479 T24/R44 F 120,800.00 ZZ 360 120,633.17 1 7.875 875.89 80 7.375 875.89 HAMILTON OH 45011 5 02/13/04 00 0437744451 05 04/01/04 0 0003006442 N 03/01/34 0 8943487 T24/R44 F 108,000.00 T 360 107,843.16 1 7.625 764.42 80 7.125 764.42 PHILADELPHIA PA 19119 5 02/05/04 34 0437738594 05 04/01/04 0 3038662 O 03/01/34 0 8944241 E22/R44 F 52,500.00 ZZ 180 52,500.00 2 7.750 494.17 75 7.250 494.17 YUMA AZ 85364 5 04/09/04 00 0420529398 05 06/01/04 0 0420529398 O 05/01/19 0 8944361 Q67/U58 F 27,000.00 ZZ 180 26,990.37 1 11.000 257.13 20 10.500 257.13 KECHI KS 67067 1 03/29/04 00 0437746464 05 05/01/04 0 960290688 O 04/01/19 0 8944401 Q67/R44 F 15,000.00 ZZ 180 14,994.65 1 1 11.000 142.85 20 10.500 142.85 FORT WALTON BEA FL 32548 1 03/31/04 00 0437745698 05 05/01/04 0 910292008 O 04/01/19 0 8944409 Q67/R44 F 35,120.00 ZZ 180 35,108.14 1 11.250 341.11 20 10.750 341.11 CLAYTON NC 27520 1 03/31/04 00 0437746506 05 05/01/04 0 980298446 O 04/01/19 0 8944413 Q67/R44 F 37,600.00 ZZ 180 37,582.45 1 9.750 323.05 20 9.250 323.05 BROWNSTOWN TWP. MI 48183 5 03/31/04 00 0437745888 05 05/01/04 0 910296226 O 04/01/19 0 8944417 Q67/R44 F 21,600.00 ZZ 180 21,600.00 1 8.750 215.88 20 8.250 215.88 MULGA AL 35118 5 04/07/04 00 0437745656 05 06/01/04 0 9202100051 O 05/01/19 0 8944429 Q67/G02 F 86,400.00 ZZ 240 86,400.00 1 6.400 639.10 80 6.150 639.10 MULGA AL 35118 5 04/07/04 34 0437745722 05 06/01/04 0 9201100051 O 05/01/24 0 8944493 Q67/R44 F 17,000.00 ZZ 180 16,980.37 1 8.750 133.74 20 8.250 133.74 INDIANAPOLIS IN 46228 1 03/08/04 00 0437745359 03 04/01/04 0 1 910290922 O 03/01/19 0 8944497 Q67/R44 F 20,600.00 ZZ 180 20,580.70 1 9.750 176.99 20 9.250 176.99 PHOENIX AZ 85017 1 03/05/04 00 0437746720 05 04/01/04 0 960288945 O 03/01/19 0 8944505 Q67/R44 F 29,100.00 ZZ 180 29,086.42 1 9.750 250.02 20 9.250 250.02 RAYMORE MO 64083 5 03/12/04 00 0437746779 05 05/01/04 0 960294045 O 04/01/19 0 8944517 Q67/R44 F 15,100.00 ZZ 180 15,094.62 1 11.000 143.80 22 10.500 143.80 LOUISVILLE KY 40229 1 03/26/04 00 0437745466 05 05/01/04 0 920296354 O 04/01/19 0 8944531 E22/G02 F 93,500.00 ZZ 360 93,500.00 1 6.875 614.23 85 6.625 614.23 PEARCY AR 71964 5 04/12/04 23 0420442279 27 06/01/04 0 0420442279 O 05/01/34 0 8944553 Q67/R44 F 100,000.00 ZZ 360 99,840.37 1 7.150 675.41 80 6.650 675.41 GREENWOOD IN 46143 5 02/27/04 34 0437746944 05 04/01/04 0 980194204 O 03/01/34 0 1 8944721 Q67/G02 F 150,400.00 ZZ 360 150,294.91 1 7.800 1,082.69 80 7.550 1,082.69 BROWNSTOWN TWP. MI 48183 2 03/31/04 34 0437745912 05 05/01/04 0 910196226 O 04/01/34 0 8944735 E22/R44 F 50,000.00 ZZ 360 50,000.00 1 9.875 434.17 70 9.375 434.17 MEMPHIS TN 38109 5 04/12/04 00 0420408908 05 06/01/04 0 0420408908 O 05/01/34 0 8944759 E82/R44 F 175,000.00 ZZ 180 175,000.00 1 8.250 1,697.75 70 7.750 1,697.75 WINDERMERE FL 34786 5 04/12/04 34 0400958799 03 06/01/04 0 0400958799 O 05/01/19 0 8944801 U35/G02 F 67,484.00 ZZ 360 67,484.00 1 7.625 477.65 85 7.375 477.65 CHICAGO IL 60644 1 04/16/04 34 0437767874 01 06/01/04 0 15752863 N 05/01/34 0 8944841 E22/G02 F 95,000.00 ZZ 360 95,000.00 1 7.375 656.14 71 7.125 656.14 WARNER SPRINGS CA 92086 5 04/06/04 00 0420383705 27 06/01/04 0 0420383705 O 05/01/34 0 8944845 E22/R44 F 284,275.00 ZZ 360 284,275.00 1 8.500 2,185.83 90 8.000 2,185.83 1 SACRAMENTO CA 95834 1 04/06/04 34 0420389355 05 06/01/04 0 0420389355 O 05/01/34 0 8944963 E22/G02 F 85,000.00 TX 180 85,000.00 1 7.500 787.96 74 7.250 787.96 BEAUMONT TX 77706 5 04/16/04 00 0420359622 05 06/01/04 0 0420359622 N 05/01/19 0 8945105 E22/R44 F 120,000.00 ZZ 360 120,000.00 1 8.250 901.52 77 7.750 901.52 FRANKLIN NC 28734 5 04/12/04 00 0420293995 05 06/01/04 0 0420293995 O 05/01/34 0 8945109 E22/R44 F 300,000.00 ZZ 360 300,000.00 1 8.250 2,253.80 75 7.750 2,253.80 FALLS CHURCH VA 22046 5 04/12/04 00 0420300618 05 06/01/04 0 0420300618 O 05/01/34 0 8945253 E22/G02 F 184,000.00 ZZ 360 184,000.00 1 8.500 1,414.80 92 8.250 1,414.80 HELENA MT 59602 2 04/12/04 34 0420175358 05 06/01/04 0 0420175358 O 05/01/34 0 8945359 E22/G02 F 70,000.00 ZZ 180 70,000.00 1 7.125 634.08 70 6.875 634.08 ZANESVILLE OH 43701 5 04/12/04 34 0420118556 05 06/01/04 0 0420118556 O 05/01/19 0 1 8945393 E22/G02 F 80,000.00 ZZ 360 80,000.00 1 7.125 538.97 80 6.875 538.97 FAIRVIEW NC 28730 5 04/12/04 00 0420136350 27 06/01/04 0 0420136350 O 05/01/34 0 8945477 E22/R44 F 72,000.00 TX 180 72,000.00 1 8.125 693.28 80 7.625 693.28 HOUSTON TX 77013 5 04/06/04 00 0420088072 05 06/01/04 0 0420088072 O 05/01/19 0 8945539 E22/R44 F 55,000.00 ZZ 180 55,000.00 1 7.625 513.77 58 7.125 513.77 FRUITHURST AL 36262 5 04/12/04 00 0419491592 05 06/01/04 0 0419491592 O 05/01/19 0 8947403 T44/G02 F 261,000.00 ZZ 360 260,824.87 1 8.000 1,915.13 95 7.750 1,915.13 ELK GROVE CA 95758 5 03/23/04 34 0437750367 05 05/01/04 0 1106469 O 04/01/34 0 8947465 E22/R44 F 85,000.00 ZZ 360 85,000.00 1 7.000 565.51 52 6.500 565.51 GRANBURY TX 76048 1 04/16/04 34 0420504318 05 06/01/04 0 0420504318 O 05/01/34 0 8947483 E82/G02 F 81,200.00 ZZ 360 81,200.00 1 1 7.375 560.83 72 7.125 560.83 NORFOLK VA 23502 2 04/16/04 34 0400956173 05 06/01/04 0 0400956173 O 05/01/34 0 8947493 E82/G02 F 105,750.00 ZZ 360 105,750.00 1 7.375 730.39 71 7.125 730.39 LOWELL MA 01852 2 04/13/04 34 0400969713 05 06/01/04 0 0400969713 O 05/01/34 0 8947499 E22/G02 F 50,000.00 ZZ 360 50,000.00 1 6.750 324.30 72 6.500 324.30 SPRING HILL FL 34609 5 04/14/04 34 0420516254 05 06/01/04 0 0420516254 O 05/01/34 0 8947641 E22/R44 F 182,000.00 ZZ 360 182,000.00 1 7.750 1,303.87 72 7.250 1,303.87 HUDSON NH 03051 5 04/14/04 34 0420454985 05 06/01/04 0 0420454985 O 05/01/34 0 8947923 E22/G02 F 82,800.00 ZZ 360 82,800.00 1 7.500 578.95 90 7.250 578.95 CORDOVA TN 38016 2 04/12/04 34 0420389777 09 06/01/04 0 0420389777 O 05/01/34 0 8947941 E22/R44 F 72,000.00 ZZ 360 72,000.00 1 8.125 534.60 80 7.625 534.60 HANCEVILLE AL 35070 5 04/13/04 34 0420398398 05 06/01/04 0 1 0420398398 O 05/01/34 0 8948103 E22/G02 F 95,000.00 ZZ 180 95,000.00 1 7.250 867.22 83 7.000 867.22 MEMPHIS TN 38128 5 04/14/04 34 0420357709 05 06/01/04 0 0420357709 O 05/01/19 0 8948299 T24/R44 F 94,450.00 ZZ 360 94,329.11 1 8.250 709.58 75 7.750 709.58 SAN BERNARDINO CA 92410 5 02/04/04 00 0437739246 05 04/01/04 0 0003013458 O 03/01/34 0 8948311 E22/R44 F 114,000.00 ZZ 360 114,000.00 1 7.875 826.58 76 7.375 826.58 EUFAULA AL 36027 2 04/14/04 34 0420318917 05 06/01/04 0 0420318917 O 05/01/34 0 8948329 E22/G02 F 50,000.00 ZZ 180 50,000.00 1 5.875 418.56 34 5.625 418.56 MALABAR FL 32950 5 04/14/04 00 0420250169 05 06/01/04 0 0420250169 O 05/01/19 0 8948587 E22/G02 F 220,000.00 ZZ 360 220,000.00 1 6.500 1,390.55 80 6.250 1,390.55 OLDSMAR FL 34677 5 04/14/04 34 0420167637 05 06/01/04 0 0420167637 O 05/01/34 0 1 8948589 E22/R44 F 74,965.00 ZZ 360 74,965.00 1 9.000 603.19 90 8.500 603.19 HITCHCOCK TX 77563 1 04/19/04 34 0420171969 05 06/01/04 0 0420171969 O 05/01/34 0 8948613 E22/R44 F 50,575.00 ZZ 360 50,575.00 1 9.000 406.94 85 8.500 406.94 BEAR CREEK AL 35543 1 04/19/04 34 0420012999 05 06/01/04 0 0420012999 O 05/01/34 0 8948709 E22/R44 F 40,000.00 ZZ 360 40,000.00 1 9.750 343.66 50 9.250 343.66 EMPIRE LA 70050 5 04/14/04 00 0420089435 05 06/01/04 0 0420089435 O 05/01/34 0 8949087 X78/G02 F 98,750.00 ZZ 360 98,750.00 1 7.125 665.30 79 6.875 665.30 LAWRENCEVILLE GA 30043 2 04/16/04 34 0437749757 05 06/01/04 0 990931 N 05/01/34 0 8949391 883/G02 F 151,835.00 ZZ 360 151,835.00 1 7.000 1,010.16 80 6.750 1,010.16 PALM BAY FL 32908 1 04/13/04 34 0437761810 05 06/01/04 0 48001508 O 05/01/34 0 8950297 T24/R44 F 145,800.00 ZZ 360 145,622.71 1 8.500 1,121.08 90 8.000 1,121.08 1 DAYTON OH 45414 5 02/26/04 34 0437738891 05 04/01/04 0 0003087073 O 03/01/34 0 8950369 X95/G02 F 62,400.00 ZZ 360 62,315.82 1 7.990 457.43 80 7.740 457.43 CHICAGO IL 60616 5 02/13/04 34 0437749948 08 04/01/04 0 4030620000 N 03/01/34 0 8950503 A42/G02 F 116,000.00 ZZ 360 115,909.51 1 7.250 791.32 87 7.000 791.32 LAKEWOOD OH 44107 5 03/23/04 34 0437748486 05 05/01/04 0 8921513 O 04/01/34 0 8950809 W78/R44 F 57,740.00 ZZ 360 57,740.00 1 8.625 449.10 59 8.125 449.10 DAWSONVILLE GA 30534 5 03/31/04 00 0437763600 05 06/01/04 0 0041793448 O 05/01/34 0 8951393 E22/R44 F 139,590.00 ZZ 360 139,590.00 1 7.125 940.44 70 6.625 940.44 MORENO VALLEY CA 92553 5 04/09/04 34 0420014417 05 06/01/04 0 0420014417 O 05/01/34 0 8951575 E82/G02 F 80,500.00 ZZ 180 80,500.00 1 7.875 763.50 90 7.625 763.50 THOMASVILLE GA 31792 2 04/15/04 34 0400974879 05 06/01/04 0 0400974879 O 05/01/19 0 1 8951789 E22/R44 F 53,250.00 ZZ 180 53,250.00 1 8.375 520.48 69 7.875 520.48 MEMPHIS TN 38109 5 04/15/04 00 0420418568 05 06/01/04 0 0420418568 O 05/01/19 0 8951859 E22/G02 F 106,400.00 TX 180 106,400.00 1 6.750 941.54 80 6.500 941.54 HOUSTON TX 77065 5 04/15/04 34 0420374399 03 06/01/04 0 0420374399 O 05/01/19 0 8952069 E22/G02 F 84,000.00 ZZ 360 84,000.00 1 6.250 517.20 80 6.000 517.20 CLEARWATER FL 33756 5 04/15/04 34 0420297236 05 06/01/04 0 0420297236 O 05/01/34 0 8952113 E22/G02 F 76,700.00 ZZ 180 76,700.00 1 7.125 694.77 72 6.875 694.77 PORT ORCHARD WA 98367 5 04/14/04 00 0420331316 05 06/01/04 0 0420331316 N 05/01/19 0 8952133 E22/R44 F 240,000.00 ZZ 360 240,000.00 1 7.625 1,698.70 75 7.125 1,698.70 FALL CITY WA 98024 5 04/13/04 00 0420282949 05 06/01/04 0 0420282949 O 05/01/34 0 8952189 E22/R44 F 117,000.00 ZZ 360 117,000.00 1 1 8.750 920.44 90 8.250 920.44 TUSCALOOSA AL 35404 1 04/20/04 34 0420267171 05 06/01/04 0 0420267171 O 05/01/34 0 8952199 A52/G02 F 67,500.00 ZZ 180 67,500.00 1 7.500 625.73 74 7.250 625.73 HAZLEHURST MS 39083 5 04/14/04 00 0437765654 05 06/01/04 0 29389 N 05/01/19 0 8952463 A52/G02 F 123,200.00 T 360 123,200.00 1 8.000 904.00 80 7.750 904.00 CHERRY LOG GA 30522 1 04/12/04 34 0437765613 05 06/01/04 0 29430 O 05/01/34 0 8952479 P01/R44 F 67,500.00 ZZ 360 67,500.00 1 6.990 448.63 75 6.490 448.63 LAKELAND FL 33815 5 04/15/04 34 0437757933 05 06/01/04 0 04001589 O 05/01/34 0 8952483 P01/R44 F 144,500.00 ZZ 360 144,500.00 1 8.875 1,149.71 85 8.375 1,149.71 LATHAM NY 12110 5 04/16/04 34 0437761323 05 06/01/04 0 04001482 O 05/01/34 0 8953283 B43/R44 F 211,200.00 ZZ 360 211,200.00 1 9.125 1,718.39 80 8.625 1,718.39 MC CALLA AL 35111 5 04/09/04 34 0437766843 05 06/01/04 0 1 44311 O 05/01/34 0 8953453 W78/R44 F 56,500.00 ZZ 180 56,347.29 1 8.750 564.69 85 8.250 564.69 AUGUSTA GA 30906 5 03/10/04 34 0437763568 05 05/01/04 0 8880044 O 04/01/19 0 8953867 E82/G02 F 80,000.00 ZZ 360 80,000.00 1 8.250 601.01 92 8.000 601.01 TULSA OK 74129 2 04/16/04 34 0400968236 05 06/01/04 0 0400968236 O 05/01/34 0 8954079 W78/R44 F 50,000.00 ZZ 180 49,861.80 1 8.500 492.37 66 8.000 492.37 JEMISON AL 35085 5 03/11/04 34 0437765324 05 05/01/04 0 8898782 O 04/01/19 0 8954085 W78/R44 F 87,000.00 ZZ 180 86,754.11 1 8.250 844.02 70 7.750 844.02 NEWNAN GA 30263 5 03/23/04 34 0437761927 05 05/01/04 0 8895215 O 04/01/19 0 8954373 U85/G02 F 75,650.00 ZZ 360 75,596.60 1 7.750 541.97 85 7.500 541.97 MILWAUKEE WI 53218 5 03/22/04 34 0437761877 05 05/01/04 0 0318200400 O 04/01/34 0 1 8954439 Q30/R44 F 224,200.00 ZZ 360 224,049.26 1 7.990 1,643.54 59 7.490 1,643.54 CORTLANDT MANOR NY 10567 5 03/26/04 00 0437749997 05 05/01/04 0 21022354 O 04/01/34 0 8954519 W78/R44 F 73,500.00 ZZ 360 73,448.13 1 7.750 526.56 70 7.250 526.56 HOMER GA 30547 5 03/19/04 00 0437763501 27 05/01/04 0 0041790483 O 04/01/34 0 8954759 W40/G02 F 51,000.00 ZZ 180 51,000.00 1 7.125 461.97 56 6.875 461.97 TUCSON AZ 85706 5 04/15/04 34 0437761893 05 06/01/04 0 1033000916 O 05/01/19 0 8955079 T87/T87 F 15,000.00 ZZ 180 15,000.00 1 10.600 138.34 15 10.100 138.34 CINCINNATI OH 45227 5 04/09/04 00 2020034366 05 06/01/04 0 2020034366 O 05/01/19 0 8955083 T87/T87 F 49,000.00 ZZ 180 48,973.23 1 9.000 394.27 20 8.500 394.27 PLYMOUTH MN 55441 5 03/26/04 00 2020034264 05 05/01/04 0 2020034264 O 04/01/19 0 8955085 T87/T87 F 19,980.00 ZZ 180 19,980.00 1 9.950 174.61 20 9.450 174.61 1 SALT LAKE CITY UT 84116 1 04/07/04 00 4040015415 05 06/01/04 0 4040015415 O 05/01/19 0 8955087 T87/T87 F 56,000.00 ZZ 180 56,000.00 1 10.000 491.45 20 9.500 491.45 STOUGHTON MA 02072 5 04/10/04 00 1010032677 05 06/01/04 0 1010032677 O 05/01/19 0 8955095 T87/T87 F 18,700.00 ZZ 180 18,691.72 1 10.000 164.11 20 9.500 164.11 AKRON OH 44305 1 03/29/04 00 2020034199 05 05/01/04 0 2020034199 O 04/01/19 0 8955099 T87/T87 F 34,100.00 ZZ 180 34,083.40 1 9.550 287.98 20 9.050 287.98 AUBURN WA 98002 1 03/29/04 00 4040015360 05 05/01/04 0 4040015360 O 04/01/19 0 8955103 T87/T87 F 23,000.00 ZZ 180 23,000.00 1 8.000 168.77 20 7.500 168.77 MEMPHIS TN 38125 1 04/02/04 00 3030034940 05 06/01/04 0 3030034940 O 05/01/19 0 8955105 T87/T87 F 35,000.00 ZZ 180 34,988.18 1 11.250 339.95 20 10.750 339.95 MESA AZ 85202 5 03/25/04 00 4040015424 03 05/01/04 0 4040015424 O 04/01/19 0 1 8955107 T87/T87 F 26,000.00 ZZ 180 26,000.00 1 11.500 257.48 20 11.000 257.48 FORT PIERCE FL 34982 5 04/02/04 00 1010032551 05 06/01/04 0 1010032551 O 05/01/19 0 8955109 T87/T87 F 28,800.00 ZZ 180 28,800.00 1 10.000 252.75 20 9.500 252.75 DEWITT MI 48820 5 04/12/04 00 2020034379 05 06/01/04 0 2020034379 O 05/01/19 0 8955113 T87/T87 F 52,000.00 ZZ 180 52,000.00 1 9.850 450.59 20 9.350 450.59 WARRENVILLE IL 60555 5 04/02/04 00 2020034269 05 06/01/04 0 2020034269 O 05/01/19 0 8955119 T87/T87 F 52,000.00 ZZ 180 52,000.00 1 11.400 510.99 20 10.900 510.99 MIDDLETOWN DE 19709 5 04/02/04 00 1010032472 03 06/01/04 0 1010032472 O 05/01/19 0 8955121 T87/T87 F 39,000.00 ZZ 180 39,000.00 1 10.600 359.67 15 10.100 359.67 AURORA CO 80015 5 04/12/04 00 4040015494 03 06/01/04 0 4040015494 O 05/01/19 0 8955129 T87/T87 F 23,200.00 ZZ 180 23,200.00 1 1 9.250 190.87 20 8.750 190.87 CASSELBERRY FL 32707 5 04/09/04 00 3030035258 05 06/01/04 0 3030035258 O 05/01/19 0 8955131 T87/T87 F 20,400.00 ZZ 180 20,389.85 1 9.450 170.80 20 8.950 170.80 NOBLESVILLE IN 46060 1 03/29/04 00 2020034322 03 05/01/04 0 2020034322 O 04/01/19 0 8955133 T87/T87 F 26,980.00 ZZ 180 26,980.00 1 8.000 197.97 20 7.500 197.97 MEMPHIS TN 38125 1 04/07/04 00 3030035211 05 06/01/04 0 3030035211 O 05/01/19 0 8955139 T87/T87 F 31,000.00 ZZ 180 30,985.22 1 9.650 264.07 20 9.150 264.07 AURORA CO 80013 1 03/31/04 00 4040015358 05 05/01/04 0 4040015358 O 04/01/19 0 8955141 T87/T87 F 61,000.00 ZZ 180 60,969.68 1 9.450 510.70 20 8.950 510.70 THORNTON CO 80241 5 03/26/04 00 4040015452 09 05/01/04 0 4040015452 O 04/01/19 0 8955145 T87/T87 F 21,420.00 ZZ 180 21,420.00 1 9.200 175.45 20 8.700 175.45 STONE MOUNTAIN GA 30083 1 04/14/04 00 3030035337 05 06/01/04 0 1 3030035337 O 05/01/19 0 8955149 T87/T87 F 31,300.00 ZZ 180 31,284.44 1 9.450 262.05 20 8.950 262.05 GRIFFIN GA 30224 5 03/26/04 00 3030034454 05 05/01/04 0 3030034454 O 04/01/19 0 8955157 T87/T87 F 50,600.00 ZZ 180 50,579.67 1 10.450 460.97 20 9.950 460.97 WEST PALM BEACH FL 33409 1 04/01/04 00 3030034540 03 05/01/04 0 3030034540 O 04/01/19 0 8955159 T87/T87 F 18,000.00 ZZ 180 17,991.60 1 9.750 154.65 20 9.250 154.65 PENSACOLA FL 32504 1 03/30/04 00 3030034662 05 05/01/04 0 3030034662 O 04/01/19 0 8955161 T87/T87 F 35,000.00 ZZ 180 34,984.35 1 9.950 305.86 20 9.450 305.86 TACOMA WA 98406 1 03/31/04 00 4040015417 05 05/01/04 0 4040015417 O 04/01/19 0 8955163 T87/T87 F 51,600.00 ZZ 180 51,575.92 1 9.750 443.33 20 9.250 443.33 MCDONOUGH GA 30252 1 03/29/04 00 3030034818 09 05/01/04 0 3030034818 O 04/01/19 0 1 8955165 T87/T87 F 24,000.00 ZZ 180 24,000.00 1 9.800 207.08 20 9.300 207.08 JONESBORO GA 30238 5 03/31/04 00 3030035005 05 06/01/04 0 3030035005 O 05/01/19 0 8955171 T87/T87 F 37,000.00 ZZ 180 36,983.27 1 9.900 321.98 20 9.400 321.98 HUDSON FL 34667 5 03/31/04 00 3030034357 09 05/01/04 0 3030034357 O 04/01/19 0 8955173 T87/T87 F 42,425.00 ZZ 180 42,406.02 1 9.950 370.75 23 9.450 370.75 BALTIMORE MD 21209 5 03/23/04 00 1010032401 05 05/01/04 0 1010032401 O 04/01/19 0 8955179 T87/T87 F 36,000.00 ZZ 180 35,985.53 1 10.450 327.97 20 9.950 327.97 PORT ST. LUCIE FL 34983 5 03/26/04 00 3030034949 05 05/01/04 0 3030034949 O 04/01/19 0 8955181 T87/T87 F 32,000.00 ZZ 180 32,000.00 1 10.200 285.57 20 9.700 285.57 BRIDGEPORT CT 06610 1 04/15/04 00 1010032597 05 06/01/04 0 1010032597 O 05/01/19 0 8955183 T87/T87 F 19,000.00 ZZ 180 19,000.00 1 9.700 162.55 20 9.200 162.55 1 COLUMBUS OH 43207 5 04/12/04 00 4040015603 05 06/01/04 0 4040015603 O 05/01/19 0 8955199 T87/T87 F 51,800.00 ZZ 180 51,778.04 1 10.200 462.26 20 9.700 462.26 NEW BEDFORD MA 02744 1 03/30/04 00 1010032264 05 05/01/04 0 1010032264 O 04/01/19 0 8955205 T87/T87 F 47,000.00 ZZ 180 46,973.24 1 8.800 371.43 20 8.300 371.43 WEST HAVEN UT 84401 5 03/25/04 00 4040015393 05 05/01/04 0 4040015393 O 04/01/19 0 8955207 T87/T87 F 12,000.00 ZZ 180 11,991.94 1 8.000 88.06 20 7.500 88.06 MEMPHIS TN 38111 1 03/31/04 00 3030035088 05 05/01/04 0 3030035088 O 04/01/19 0 8955211 T87/T87 F 35,600.00 ZZ 180 35,582.67 1 9.550 300.65 20 9.050 300.65 PUYALLUP WA 98375 1 03/26/04 00 4040015053 09 05/01/04 0 4040015053 O 04/01/19 0 8955213 T87/T87 F 31,600.00 ZZ 180 31,600.00 1 10.450 287.88 20 9.950 287.88 PHOENIX AZ 85024 1 04/12/04 00 4040015488 03 06/01/04 0 4040015488 O 05/01/19 0 1 8955215 T87/T87 F 28,000.00 ZZ 180 27,985.33 1 9.200 229.34 20 8.700 229.34 PINELLAS PARK FL 33781 1 03/31/04 00 3030034946 05 05/01/04 0 3030034946 O 04/01/19 0 8955217 T87/T87 F 22,000.00 ZZ 180 21,985.24 1 8.000 161.43 20 7.500 161.43 MEMPHIS TN 38116 5 03/26/04 00 3030035053 05 05/01/04 0 3030035053 O 04/01/19 0 8955221 T87/T87 F 22,050.00 ZZ 180 22,050.00 1 10.250 197.60 15 9.750 197.60 FORT LAUDERDALE FL 33319 5 04/14/04 00 3030035191 05 06/01/04 0 3030035191 O 05/01/19 0 8955223 T87/T87 F 44,400.00 ZZ 180 44,400.00 1 10.600 409.47 20 10.100 409.47 DENVER CO 80249 5 04/13/04 00 4040015586 03 06/01/04 0 4040015586 O 05/01/19 0 8955231 T87/T87 F 40,000.00 ZZ 180 39,895.71 1 9.150 409.29 16 8.650 409.29 W ORANGE NJ 07052 5 03/30/04 00 7000009928 05 05/05/04 0 7000009928 O 04/05/19 0 8955233 T87/T87 F 50,000.00 ZZ 180 50,000.00 1 1 8.800 501.21 17 8.300 501.21 COLUMBIA MD 21046 5 03/31/04 00 1010032568 07 06/01/04 0 1010032568 O 05/01/19 0 8955235 T87/T87 F 60,000.00 ZZ 120 59,394.83 1 9.500 776.39 17 9.000 776.39 SOUTH WINDSOR CT 06074 5 03/23/04 00 7000009969 05 04/29/04 0 7000009969 O 03/29/14 0 8955237 T87/T87 F 21,100.00 ZZ 120 21,005.27 1 11.450 296.06 17 10.950 296.06 CROMWELL CT 06416 5 03/18/04 00 7000009728 01 05/01/04 0 7000009728 O 04/01/14 0 8955239 T87/T87 F 70,800.00 ZZ 180 70,800.00 1 8.800 559.52 20 8.300 559.52 ATLANTA GA 30349 1 03/29/04 00 3030034325 03 06/01/04 0 3030034325 O 05/01/19 0 8955241 T87/T87 F 20,000.00 ZZ 180 20,000.00 1 8.850 158.78 12 8.350 158.78 DULUTH MN 55804 5 04/06/04 00 2020034311 05 06/01/04 0 2020034311 O 05/01/19 0 8955243 T87/T87 F 12,600.00 ZZ 180 12,600.00 1 8.900 100.48 20 8.400 100.48 OTHELLO WA 99344 1 04/14/04 00 4040015683 05 06/01/04 0 1 4040015683 O 05/01/19 0 8955251 T87/T87 F 29,000.00 ZZ 180 28,984.80 1 9.200 237.53 20 8.700 237.53 HIGH POINT NC 27265 1 03/31/04 00 3030034934 05 05/01/04 0 3030034934 O 04/01/19 0 8955253 T87/T87 F 18,400.00 ZZ 180 18,390.36 1 9.200 150.71 20 8.700 150.71 GREENSBORO NC 27403 1 03/15/04 00 3030034491 05 05/01/04 0 3030034491 O 04/01/19 0 8955255 T87/T87 F 91,000.00 ZZ 180 90,952.82 1 9.250 748.64 20 8.750 748.64 MONROVIA MD 21770 5 03/26/04 00 1010032594 05 05/01/04 0 1010032594 O 04/01/19 0 8955257 T87/T87 F 25,400.00 ZZ 180 25,387.37 1 9.450 212.66 20 8.950 212.66 LOCKPORT IL 60441 5 03/26/04 00 3030034833 05 05/01/04 0 3030034833 O 04/01/19 0 8955261 T87/T87 F 22,910.00 ZZ 180 22,910.00 1 9.650 195.16 20 9.150 195.16 POYNETTE WI 53955 1 04/15/04 00 2020034220 05 06/01/04 0 2020034220 O 05/01/19 0 1 8955263 T87/T87 F 32,600.00 ZZ 180 32,600.00 1 10.500 298.21 20 10.000 298.21 EAST TROY WI 53120 5 04/13/04 00 2020034363 05 06/01/04 0 2020034363 O 05/01/19 0 8955275 T87/T87 F 39,260.00 ZZ 180 39,260.00 1 9.712 415.02 20 9.212 415.02 ZEPHYRHILLS FL 33543 5 04/09/04 00 3030035454 03 06/01/04 0 3030035454 O 05/01/19 0 8955277 T87/T87 F 29,200.00 ZZ 180 29,200.00 1 9.900 312.01 20 9.400 312.01 INDIANAPOLIS IN 46237 5 04/14/04 00 2020034396 05 06/01/04 0 2020034396 O 05/01/19 0 8955279 T87/T87 F 30,000.00 ZZ 180 30,000.00 1 9.900 261.06 20 9.400 261.06 HENDERSON NV 89015 1 04/14/04 00 4040015556 05 06/01/04 0 4040015556 O 05/01/19 0 8955289 T87/T87 F 64,920.00 ZZ 180 64,920.00 1 8.750 648.85 34 8.250 648.85 GLENSIDE PA 19038 5 04/02/04 00 6850002954 05 06/01/04 0 6850002954 O 05/01/19 0 8955293 T87/T87 F 50,000.00 ZZ 180 49,950.37 1 8.975 506.39 18 8.475 506.39 1 SILVER SPRING MD 20901 5 04/05/04 00 1010032648 05 06/01/04 0 1010032648 O 05/01/19 0 8955295 T87/T87 F 28,580.00 ZZ 180 28,505.82 1 9.200 293.29 20 8.700 293.29 COON RAPIDS MN 55433 1 03/31/04 00 2020034302 05 05/01/04 0 2020034302 O 04/01/19 0 8955303 T87/T87 F 29,000.00 ZZ 180 29,000.00 1 9.762 249.43 20 9.262 249.43 SANFORD NC 27330 5 04/14/04 00 3030035344 05 06/01/04 0 3030035344 O 05/01/19 0 8955307 T87/T87 F 34,600.00 ZZ 180 34,513.79 1 9.650 364.45 20 9.150 364.45 DEARBORN HEIGHT MI 48127 5 03/25/04 00 2020034251 05 05/01/04 0 2020034251 O 04/01/19 0 8955311 T87/T87 F 31,000.00 ZZ 180 31,000.00 1 9.750 328.41 17 9.250 328.41 WEBSTER MA 01570 5 04/07/04 00 6850002771 05 06/01/04 0 6850002771 O 05/01/19 0 8955313 T87/T87 F 44,000.00 ZZ 180 44,000.00 1 8.350 429.43 11 7.850 429.43 NAPLES FL 34120 5 04/06/04 00 3030035218 05 06/01/04 0 3030035218 O 05/01/19 0 1 8955315 T87/T87 F 49,800.00 ZZ 240 49,800.00 1 9.700 470.73 19 9.200 470.73 LAKE GROVE NY 11755 1 04/13/04 00 1010032707 05 06/01/04 0 1010032707 O 05/01/24 0 8955319 T87/T87 F 19,500.00 ZZ 240 19,473.13 1 9.650 183.68 20 9.150 183.68 KANE PA 16735 5 03/26/04 00 1010032490 05 05/01/04 0 1010032490 O 04/01/24 0 8955321 T87/T87 F 35,000.00 ZZ 240 34,950.52 1 9.450 325.11 20 8.950 325.11 RICHMOND VA 23234 5 03/23/04 00 3030034637 09 05/01/04 0 3030034637 O 04/01/24 0 8955323 T87/T87 F 120,200.00 ZZ 240 119,803.02 1 8.250 1,024.19 31 7.750 1,024.19 ELMONT NY 11003 5 03/18/04 00 7000009954 05 04/23/04 0 7000009954 O 03/23/24 0 8955359 T87/T87 F 60,000.00 ZZ 240 59,917.33 1 9.650 565.17 20 9.150 565.17 PERINTON NY 14450 5 03/26/04 00 8080016934 05 05/01/04 0 8080016934 O 04/01/24 0 8955363 T87/T87 F 31,000.00 ZZ 240 31,000.00 1 1 9.600 290.99 12 9.100 290.99 SOUTHAMPTON NY 11901 5 03/31/04 00 1010032378 05 06/01/04 0 1010032378 O 05/01/24 0 8955365 T87/T87 F 23,000.00 ZZ 240 22,967.49 1 9.450 213.64 9 8.950 213.64 AUBURN MA 01501 5 03/25/04 00 6850002607 05 05/01/04 0 6850002607 O 04/01/24 0 8955369 T87/T87 F 21,580.00 ZZ 240 21,548.50 1 9.200 196.95 20 8.700 196.95 CHARLOTTE NC 28208 1 03/30/04 00 3030034989 03 05/01/04 0 3030034989 O 04/01/24 0 8955371 T87/T87 F 32,000.00 ZZ 240 31,950.54 1 8.750 282.79 21 8.250 282.79 PLATTEKILL NY 12528 5 03/25/04 00 7000010092 05 05/01/04 0 7000010092 O 04/01/24 0 8955377 T87/T87 F 40,000.00 ZZ 240 39,951.60 1 10.650 403.40 20 10.150 403.40 WESTFIELD MA 01085 5 03/25/04 00 1010032108 05 05/01/04 0 1010032108 O 04/01/24 0 8955379 T87/T87 F 19,400.00 ZZ 240 19,400.00 1 10.600 195.00 20 10.100 195.00 CHARLOTTE NC 28212 5 04/02/04 00 3030034969 05 06/01/04 0 1 3030034969 O 05/01/24 0 8955381 T87/T87 F 13,600.00 ZZ 240 13,600.00 1 10.600 136.70 20 10.100 136.70 AMORY MS 38821 5 04/01/04 00 3030035195 05 06/01/04 0 3030035195 O 05/01/24 0 8955387 T87/T87 F 109,000.00 ZZ 240 108,637.75 1 8.200 925.34 23 7.700 925.34 FOREST HILLS NY 11375 1 03/25/04 00 7000010122 05 04/30/04 0 7000010122 O 03/30/24 0 8955391 T87/T87 F 32,500.00 ZZ 180 32,415.26 1 9.150 332.55 10 8.650 332.55 KENILWORTH NJ 07033 5 03/26/04 00 7000010079 05 05/01/04 0 7000010079 O 04/01/19 0 8955393 T87/T87 F 15,600.00 ZZ 300 15,600.00 1 9.200 133.06 20 8.700 133.06 KANNAPOLIS NC 28081 1 04/13/04 00 3030035212 05 06/01/04 0 3030035212 O 05/01/29 0 8955397 T87/T87 F 60,000.00 ZZ 300 59,945.40 1 8.880 498.60 23 8.380 498.60 GLENDALE HEIGHT IL 60139 5 03/26/04 00 6000028137 05 05/01/04 0 6000028137 O 04/01/29 0 1 8955403 T87/T87 F 27,000.00 ZZ 300 27,000.00 1 9.800 241.56 20 9.300 241.56 KERNERSVILLE NC 27284 5 03/30/04 00 3030035090 05 06/01/04 0 3030035090 O 05/01/29 0 8955457 T87/T87 F 16,800.00 ZZ 300 16,800.00 1 10.700 161.03 20 10.200 161.03 COGGON IA 52218 5 04/09/04 00 6100002581 05 06/01/04 0 6100002581 O 05/01/29 0 8955459 T87/T87 F 23,380.00 ZZ 300 23,361.61 1 9.750 208.35 20 9.250 208.35 DALLAS GA 30157 1 03/31/04 00 3030034862 05 05/01/04 0 3030034862 O 04/01/29 0 8955461 T87/T87 F 42,950.00 ZZ 300 42,950.00 1 9.750 382.75 20 9.250 382.75 TALLAHASSEE FL 32317 1 04/02/04 00 3030034937 09 06/01/04 0 3030034937 O 05/01/29 0 8955467 T87/T87 F 32,600.00 ZZ 300 32,600.00 1 10.000 296.24 20 9.500 296.24 RALEIGH NC 27615 5 04/02/04 00 3030035109 05 06/01/04 0 3030035109 O 05/01/29 0 8955471 T87/T87 F 32,400.00 ZZ 300 32,377.96 1 10.600 308.24 20 10.100 308.24 1 STONE MOUNTAIN GA 30088 5 03/30/04 00 3030034930 05 05/01/04 0 3030034930 O 04/01/29 0 8955473 T87/T87 F 57,400.00 ZZ 240 57,315.13 1 9.100 520.15 17 8.600 520.15 LINDENHURST NY 11757 5 04/01/04 00 7000010216 05 05/06/04 0 7000010216 O 04/06/24 0 8955477 T87/T87 F 36,000.00 ZZ 240 35,896.50 2 9.350 332.05 12 8.850 332.05 CLIFTON NJ 07011 5 03/24/04 00 7000010145 05 04/29/04 0 7000010145 O 03/29/24 0 8955483 T87/T87 F 42,800.00 ZZ 240 42,800.00 1 9.500 398.96 21 9.000 398.96 CHESAPEAKE VA 23320 2 04/09/04 00 3030035319 09 06/01/04 0 3030035319 O 05/01/24 0 8955487 T87/T87 F 53,000.00 ZZ 240 52,852.41 1 9.600 497.50 22 9.100 497.50 FISHKILL NY 12524 5 03/24/04 00 7000010131 09 04/29/04 0 7000010131 O 03/29/24 0 8955495 T87/T87 F 14,400.00 ZZ 240 14,382.46 1 10.600 144.74 20 10.100 144.74 COLUMBUS MS 39702 5 03/26/04 00 3030035026 05 05/01/04 0 3030035026 O 04/01/24 0 1 8955503 T87/T87 F 28,900.00 ZZ 300 28,900.00 1 9.200 246.50 20 8.700 246.50 INDIAN TRAIL NC 28079 1 04/08/04 00 3030035292 05 06/01/04 0 3030035292 O 05/01/29 0 8955507 T87/T87 F 167,200.00 ZZ 180 167,200.00 1 7.350 1,535.75 83 6.850 1,535.75 FUQUAY VARINA NC 27526 5 04/05/04 23 3030034980 05 06/01/04 0 3030034980 O 05/01/19 0 8955511 T87/T87 F 150,000.00 ZZ 180 149,544.99 1 7.450 1,386.26 49 6.950 1,386.26 EAST PATCHOGUE NY 11772 5 03/30/04 00 7000009919 05 05/05/04 0 7000009919 O 04/05/19 0 8955521 T87/T87 F 46,400.00 ZZ 180 46,400.00 1 8.500 456.92 80 8.000 456.92 SHREVEPORT LA 71101 5 03/30/04 00 3030035035 05 06/01/04 0 3030035035 O 05/01/19 0 8955523 T87/T87 F 41,000.00 ZZ 180 40,879.93 1 7.850 388.28 74 7.350 388.28 PHILADELPHIA PA 19145 5 03/27/04 00 1010032394 07 05/01/04 0 1010032394 O 04/01/19 0 8955527 T87/T87 F 200,000.00 ZZ 180 200,000.00 1 1 6.000 1,687.72 60 5.500 1,687.72 BROOKLYN NY 11234 5 04/13/04 00 1010032639 07 06/01/04 0 1010032639 O 05/01/19 0 8955531 T87/T87 F 48,400.00 ZZ 300 48,400.00 1 8.850 401.22 20 8.350 401.22 ROYAL PALM BEAC FL 33411 1 04/02/04 00 3030035136 05 06/01/04 0 3030035136 O 05/01/29 0 8955535 T87/T87 F 18,340.00 ZZ 300 18,323.36 1 8.900 152.66 20 8.400 152.66 SHEPHERDSVILLE KY 40165 1 03/31/04 00 3030035246 05 05/01/04 0 3030035246 O 04/01/29 0 8955541 T87/T87 F 25,400.00 ZZ 300 25,400.00 1 8.900 211.42 20 8.400 211.42 KNIGHTDALE NC 27545 5 04/05/04 00 3030034890 05 06/01/04 0 3030034890 O 05/01/29 0 8955545 T87/T87 F 21,000.00 ZZ 300 20,980.95 1 8.900 174.80 20 8.400 174.80 LOUISVILLE KY 40218 5 03/30/04 00 3030034820 05 05/01/04 0 3030034820 O 04/01/29 0 8955553 T87/T87 F 20,000.00 ZZ 300 19,982.45 1 9.100 169.22 20 8.600 169.22 RIVERDALE GA 30274 1 03/30/04 00 3030034787 05 05/01/04 0 1 3030034787 O 04/01/29 0 8955573 T87/T87 F 22,000.00 ZZ 300 21,984.64 1 10.450 206.94 20 9.950 206.94 PORT ST LUCIE FL 34953 1 03/29/04 00 3030034464 05 05/01/04 0 3030034464 O 04/01/29 0 8955577 T87/T87 F 39,200.00 ZZ 300 39,170.20 1 9.950 354.83 20 9.450 354.83 STOCKBRIDGE GA 30281 5 03/25/04 00 3030034821 05 05/15/04 0 3030034821 O 04/15/29 0 8955595 T87/T87 F 19,935.00 ZZ 300 19,919.18 1 9.700 176.96 15 9.200 176.96 TALLAHASSEE FL 32309 1 03/31/04 00 3030034903 03 05/01/04 0 3030034903 O 04/01/29 0 8955599 T87/T87 F 357,300.00 ZZ 360 356,965.85 1 6.325 2,217.42 75 5.825 2,217.42 BRISTOW VA 20136 5 04/02/04 00 1010032563 03 05/07/04 0 1010032563 O 04/07/34 0 8955603 T87/T87 F 132,000.00 ZZ 360 132,000.00 1 7.900 959.39 60 7.400 959.39 MARDELA SPRINGS MD 21837 5 03/30/04 00 1010032617 05 06/01/04 0 1010032617 O 05/01/34 0 1 8955607 T87/T87 F 181,800.00 ZZ 360 181,800.00 1 7.150 1,227.89 90 6.650 1,227.89 GREENBELT MD 20770 5 04/10/04 23 1010032847 01 06/01/04 0 1010032847 O 05/01/34 0 8955611 T87/T87 F 168,000.00 ZZ 360 167,864.98 1 7.100 1,129.02 65 6.600 1,129.02 BOCA RATON FL 33428 5 03/25/04 00 7000010105 03 05/01/04 0 7000010105 O 04/01/34 0 8955615 T87/T87 F 200,000.00 ZZ 360 200,000.00 1 6.000 1,199.11 69 5.500 1,199.11 ANNAPOLIS MD 21401 5 04/08/04 00 1010032713 09 06/01/04 0 1010032713 O 05/01/34 0 8955621 T87/T87 F 126,000.00 ZZ 360 125,914.59 1 7.950 920.16 90 7.450 920.16 ROCHESTER NY 14617 5 03/26/04 23 6000028446 05 05/01/04 0 6000028446 O 04/01/34 0 8955625 T87/T87 F 200,700.00 ZZ 360 200,700.00 1 6.750 1,301.74 90 6.250 1,301.74 BOWIE MD 20715 5 03/31/04 23 1010032599 07 06/01/04 0 1010032599 O 05/01/34 0 8955629 T87/T87 F 273,750.00 ZZ 360 273,750.00 1 5.425 1,541.47 75 4.925 1,541.47 1 EVERETT MA 02149 5 04/07/04 00 1010032714 05 06/01/04 0 1010032714 O 05/01/34 0 8955633 T87/T87 F 181,000.00 ZZ 360 180,861.59 1 7.350 1,247.04 68 6.850 1,247.04 WOODBRIDGE VA 22193 5 03/26/04 00 6000028406 05 05/01/04 0 6000028406 O 04/01/34 0 8955637 T87/T87 F 79,500.00 ZZ 360 79,500.00 1 7.800 572.30 72 7.300 572.30 GEORGETOWN KY 40324 5 04/08/04 00 3030035313 05 06/01/04 0 3030035313 O 05/01/34 0 8955641 T87/T87 F 55,100.00 ZZ 300 55,100.00 1 7.825 418.91 95 7.325 418.91 MCPHERSON KS 67460 5 04/07/04 23 6000028732 05 06/15/04 0 6000028732 O 05/15/29 0 8955645 T87/T87 F 148,000.00 ZZ 300 148,000.00 1 7.250 1,069.76 90 6.750 1,069.76 MILLERSVILLE MD 21108 5 04/01/04 23 1010032574 09 06/01/04 0 1010032574 O 05/01/29 0 8955647 T87/T87 F 45,900.00 ZZ 300 45,846.40 1 7.350 334.74 90 6.850 334.74 ALTOONA PA 16601 5 03/18/04 23 1010032258 05 05/01/04 0 1010032258 O 04/01/29 0 1 8955651 T87/T87 F 81,900.00 ZZ 264 81,777.37 1 7.490 633.82 90 6.990 633.82 PHILADELPHIA PA 19136 5 03/23/04 23 6000026812 07 05/01/04 0 6000026812 O 04/01/26 0 8955657 T87/T87 F 124,000.00 ZZ 240 124,000.00 1 6.500 924.52 74 6.000 924.52 KINGSTON PA 18704 5 03/29/04 00 1010032521 05 06/01/04 0 1010032521 O 05/01/24 0 8955661 T87/T87 F 135,000.00 ZZ 240 135,000.00 1 9.600 1,267.21 100 9.100 1,267.21 READING PA 19606 5 03/29/04 23 1010032494 05 06/01/04 0 1010032494 O 05/01/24 0 8955665 T87/T87 F 41,400.00 ZZ 240 41,400.00 1 7.450 332.26 90 6.950 332.26 SHREVEPORT LA 71107 5 04/02/04 23 3030034974 05 06/01/04 0 3030034974 O 05/01/24 0 8955669 T87/T87 F 108,000.00 ZZ 180 108,000.00 1 6.500 940.80 88 6.000 940.80 MERIDEN CT 06450 5 04/13/04 23 1010032793 05 06/01/04 0 1010032793 O 05/01/19 0 8955673 T87/T87 F 68,000.00 ZZ 180 67,538.18 1 1 7.100 615.02 26 6.600 615.02 COPIAGUE NY 11726 5 03/23/04 00 7000009829 05 04/29/04 0 7000009829 O 03/29/19 0 8955677 T87/T87 F 146,000.00 ZZ 180 145,541.37 1 7.050 1,316.38 75 6.550 1,316.38 ST. PAUL MN 55104 5 03/26/04 00 7000009855 05 05/01/04 0 7000009855 O 04/01/19 0 8955681 T87/T87 F 170,000.00 ZZ 360 170,000.00 1 6.530 1,077.88 85 6.030 1,077.88 CUMMING GA 30040 5 04/01/04 23 3030035112 05 06/01/04 0 3030035112 O 05/01/34 0 8955685 T87/T87 F 102,000.00 ZZ 180 102,000.00 1 6.600 894.15 75 6.100 894.15 ELLENWOOD GA 30294 5 04/09/04 00 3030035154 05 06/01/04 0 3030035154 O 05/01/19 0 8955689 T87/T87 F 217,500.00 ZZ 360 217,309.03 1 6.650 1,396.28 75 6.150 1,396.28 BROOKLYN NY 11234 2 03/31/04 00 1010032073 05 05/01/04 0 1010032073 N 04/01/34 0 8955693 T87/T87 F 66,000.00 ZZ 360 66,000.00 1 6.550 419.34 80 6.050 419.34 HEPHZIBAH GA 30815 5 04/02/04 00 3030035213 05 06/01/04 0 1 3030035213 O 05/01/34 0 8955697 T87/T87 F 124,000.00 ZZ 360 123,892.18 1 6.700 800.15 80 6.200 800.15 MCKEESPORT PA 15131 5 03/26/04 00 1010032452 05 05/01/04 0 1010032452 O 04/01/34 0 8955701 T87/T87 F 171,950.00 ZZ 360 171,855.87 1 8.990 1,382.32 95 8.490 1,382.32 PLAINFIELD CT 06374 5 03/26/04 23 1010032509 05 05/01/04 0 1010032509 O 04/01/34 0 8955707 T87/T87 F 212,800.00 ZZ 360 212,623.84 1 6.950 1,408.63 70 6.450 1,408.63 CENTRAL ISLIP NY 11722 5 03/26/04 00 1010032558 05 05/01/04 0 1010032558 O 04/01/34 0 8955711 T87/T87 F 125,000.00 ZZ 360 125,000.00 1 6.200 765.59 57 5.700 765.59 LIVINGSTON NY 12541 5 04/02/04 00 1010032546 05 06/01/04 0 1010032546 O 05/01/34 0 8955715 T87/T87 F 143,500.00 ZZ 360 143,362.52 1 6.200 878.90 70 5.700 878.90 RAMSEY MN 55303 5 03/25/04 00 2020034276 05 05/01/04 0 2020034276 O 04/01/34 0 1 8955721 T87/T87 F 48,000.00 T 360 47,967.79 1 8.000 352.21 69 7.500 352.21 LAKEVIEW MI 48850 5 03/30/04 00 6850002691 05 05/01/04 0 6850002691 O 04/01/34 0 8955725 T87/T87 F 139,090.33 ZZ 360 139,090.33 1 7.350 958.30 92 6.850 958.30 LOWER FREDERICK PA 19473 5 04/07/04 23 1010032074 07 06/01/04 0 1010032074 O 05/01/34 0 8955729 T87/T87 F 265,000.00 ZZ 360 264,743.67 1 6.150 1,614.46 76 5.650 1,614.46 HEMPSTEAD NY 11003 5 03/26/04 00 1010032373 05 05/01/04 0 1010032373 O 04/01/34 0 8955733 T87/T87 F 119,000.00 ZZ 360 119,000.00 1 6.250 732.71 61 5.750 732.71 MONTVILLE CT 06370 5 04/08/04 00 1010032800 05 06/01/04 0 1010032800 O 05/01/34 0 8955737 T87/T87 F 43,000.00 ZZ 360 42,969.03 1 7.650 305.10 29 7.150 305.10 HANCOCK NY 13783 5 03/17/04 00 7000009883 05 05/01/04 0 7000009883 O 04/01/34 0 8955741 T87/T87 F 105,000.00 ZZ 360 105,000.00 1 7.500 734.18 74 7.000 734.18 1 PASS CHRISTIAN MS 39571 5 04/06/04 00 3030035157 05 06/01/04 0 3030035157 O 05/01/34 0 8955747 T87/T87 F 152,000.00 ZZ 360 152,000.00 1 6.750 985.87 80 6.250 985.87 MCDONOUGH GA 30253 1 04/13/04 00 3030035403 05 06/01/04 0 3030035403 O 05/01/34 0 8955755 T87/T87 F 95,000.00 ZZ 360 94,919.00 1 6.800 619.33 65 6.300 619.33 TAMPA FL 33611 5 03/25/04 00 7000010074 05 05/01/04 0 7000010074 O 04/01/34 0 8955759 T87/T87 F 75,000.00 ZZ 360 75,000.00 1 6.750 486.45 17 6.250 486.45 LOCUST GROVE VA 22508 5 04/13/04 00 1010032678 03 06/01/04 0 1010032678 O 05/01/34 0 8955763 T87/T87 F 220,500.00 ZZ 360 220,310.15 1 6.750 1,430.16 70 6.250 1,430.16 SMITHFIELD RI 02828 5 03/25/04 00 7000009846 05 05/01/04 0 7000009846 O 04/01/34 0 8955767 T87/T87 F 183,000.00 ZZ 360 182,877.21 1 8.000 1,342.79 74 7.500 1,342.79 HILTON HEAD ISL SC 29926 5 03/22/04 00 7000009752 03 05/01/04 0 7000009752 O 04/01/34 0 1 8955771 T87/T87 F 55,000.00 ZZ 360 55,000.00 1 7.750 394.03 39 7.250 394.03 ABERDEEN MD 21001 5 04/02/04 00 1010032646 05 06/01/04 0 1010032646 O 05/01/34 0 8955799 T87/T87 F 200,000.00 ZZ 360 199,851.20 1 7.487 1,396.72 73 6.987 1,396.72 MIDDLETOWN RI 02842 5 03/26/04 00 1010032567 05 05/01/04 0 1010032567 O 04/01/34 0 8955803 T87/T87 F 233,000.00 ZZ 360 233,000.00 1 7.100 1,565.84 78 6.600 1,565.84 EVESHAM NJ 08053 5 04/05/04 00 1010032662 05 06/01/04 0 1010032662 O 05/01/34 0 8955809 T87/T87 F 107,950.00 ZZ 360 107,873.03 1 7.700 769.65 85 7.200 769.65 WELLINGTON FL 33414 5 03/26/04 23 3030034852 03 05/01/04 0 3030034852 O 04/01/34 0 8955815 T87/T87 F 117,650.00 ZZ 360 117,544.66 1 6.550 747.51 65 6.050 747.51 DANBURY CT 06810 5 03/22/04 00 7000009618 09 05/01/04 0 7000009618 O 04/01/34 0 8955821 T87/T87 F 195,000.00 ZZ 360 195,000.00 1 1 6.200 1,194.32 75 5.700 1,194.32 COVINGTON GA 30014 5 04/13/04 00 3030034983 05 06/01/04 0 3030034983 O 05/01/34 0 8955827 T87/T87 F 157,500.00 ZZ 360 157,500.00 1 6.450 990.34 90 5.950 990.34 SOUTHINGTON CT 06489 5 04/13/04 23 1010032724 05 06/01/04 0 1010032724 O 05/01/34 0 8955833 T87/T87 F 285,600.00 ZZ 360 285,349.24 1 6.650 1,833.46 80 6.150 1,833.46 MIDDLETON WI 53528 5 03/24/04 00 2020034182 05 05/01/04 0 2020034182 O 04/01/34 0 8955839 T87/T87 F 77,000.00 ZZ 360 76,926.22 1 6.200 471.61 58 5.700 471.61 JUPITER FL 33458 5 03/26/04 00 3030034451 01 05/01/04 0 3030034451 O 04/01/34 0 8955851 T87/T87 F 121,200.00 ZZ 360 121,200.00 1 6.150 738.39 73 5.650 738.39 NAPLES FL 34113 5 03/26/04 00 1010032420 05 06/01/04 0 1010032420 O 05/01/34 0 8955857 T87/T87 F 80,750.00 ZZ 360 80,689.46 1 7.450 561.86 85 6.950 561.86 FAYETTEVILLE NC 28304 5 03/19/04 23 3030034714 05 05/01/04 0 1 3030034714 O 04/01/34 0 8955865 T87/T87 F 93,520.00 ZZ 360 93,431.26 1 6.250 575.82 80 5.750 575.82 DALLAS GA 30157 1 03/31/04 00 3030034857 05 05/01/04 0 3030034857 O 04/01/34 0 8955871 T87/T87 F 122,000.00 ZZ 360 122,000.00 1 8.650 951.08 100 8.150 951.08 NEWFIELD NY 14867 5 04/01/04 23 7000010132 05 06/01/04 0 7000010132 O 05/01/34 0 8955877 T87/T87 F 254,000.00 ZZ 360 254,000.00 2 5.850 1,498.45 63 5.350 1,498.45 WOODHAVEN NY 11421 5 03/30/04 00 1010032528 05 06/01/04 0 1010032528 O 05/01/34 0 8955885 T87/T87 F 279,920.00 ZZ 360 279,920.00 1 6.700 1,806.27 80 6.200 1,806.27 TAMARAC FL 33321 1 04/15/04 00 3030034759 03 06/01/04 0 3030034759 O 05/01/34 0 8955891 T87/T87 F 122,500.00 ZZ 360 122,396.57 1 6.850 802.70 70 6.350 802.70 LEXINGTON PARK MD 20653 5 03/26/04 00 1010032545 05 05/01/04 0 1010032545 O 04/01/34 0 1 8955899 T87/T87 F 45,000.00 ZZ 360 44,960.87 1 6.700 290.38 53 6.200 290.38 CORAL SPRINGS FL 33065 5 03/26/04 00 3030034845 09 05/01/04 0 3030034845 O 04/01/34 0 8955901 T87/T87 F 151,200.00 ZZ 360 151,200.00 1 6.600 965.66 90 6.100 965.66 ALBANY GA 31721 5 04/09/04 23 3030035208 05 06/01/04 0 3030035208 O 05/01/34 0 8955907 T87/T87 F 218,400.00 ZZ 360 218,400.00 1 6.250 1,344.73 80 5.750 1,344.73 PARSIPPANY-TROY NJ 07034 5 04/08/04 00 1010032729 05 06/01/04 0 1010032729 O 05/01/34 0 8955913 T87/T87 F 144,000.00 ZZ 360 143,888.77 1 7.300 987.23 90 6.800 987.23 TAYLORSVILLE KY 40071 5 03/23/04 23 3030034669 05 05/01/04 0 3030034669 O 04/01/34 0 8955923 T87/T87 F 113,600.00 ZZ 360 113,505.03 1 6.900 748.17 80 6.400 748.17 MARIETTA GA 30064 5 03/25/04 00 3030034994 05 05/01/04 0 3030034994 O 04/01/34 0 8955925 T87/T87 F 157,150.00 ZZ 360 157,150.00 1 6.100 952.33 88 5.600 952.33 1 COLUMBUS OH 43229 5 04/08/04 23 2020034344 05 06/01/04 0 2020034344 O 05/01/34 0 8955935 T87/T87 F 117,000.00 ZZ 360 117,000.00 1 6.100 709.02 90 5.600 709.02 TAMPA FL 33615 5 04/09/04 23 3030035318 05 06/01/04 0 3030035318 O 05/01/34 0 8955937 T87/T87 F 88,200.00 ZZ 360 88,200.00 1 6.100 534.49 90 5.600 534.49 INDIANAPOLIS IN 46229 5 04/02/04 23 2020034354 05 06/01/04 0 2020034354 O 05/01/34 0 8955949 T87/T87 F 187,500.00 ZZ 360 187,296.69 1 5.550 1,070.50 75 5.050 1,070.50 SHELTON CT 06484 5 03/25/04 00 1010032451 05 05/01/04 0 1010032451 O 04/01/34 0 8955959 T87/T87 F 225,000.00 ZZ 360 225,000.00 1 6.550 1,429.56 90 6.050 1,429.56 EXETER NH 03833 5 04/01/04 23 1010032523 05 06/01/04 0 1010032523 O 05/01/34 0 8955965 T87/T87 F 70,000.00 ZZ 360 70,000.00 1 7.650 496.67 100 7.150 496.67 ABINGDON VA 24210 5 04/02/04 23 3030035085 05 06/01/04 0 3030035085 O 05/01/34 0 1 8955969 T87/T87 F 90,000.00 ZZ 360 90,000.00 1 6.950 595.76 90 6.450 595.76 PORTSMOUTH VA 23703 5 03/29/04 23 3030034712 05 06/01/04 0 3030034712 O 05/01/34 0 8955979 T87/T87 F 143,100.00 ZZ 360 142,956.31 1 5.990 857.04 90 5.490 857.04 BARNSTEAD NH 03225 5 03/26/04 23 1010032515 05 05/01/04 0 1010032515 O 04/01/34 0 8955983 T87/T87 F 274,500.00 ZZ 360 274,500.00 1 7.100 1,844.73 90 6.600 1,844.73 RAHWAY NJ 07065 5 04/12/04 23 1010032533 05 06/01/04 0 1010032533 O 05/01/34 0 8955989 T87/T87 F 90,250.00 ZZ 360 90,250.00 1 7.300 618.73 95 6.800 618.73 HAVELOCK NC 28532 5 04/12/04 23 7000010286 05 06/01/04 0 7000010286 O 05/01/34 0 8955997 T87/T87 F 137,000.00 ZZ 360 136,882.05 1 6.750 888.58 84 6.250 888.58 CHURCHVILLE MD 21028 5 03/26/04 23 1010032555 05 05/01/04 0 1010032555 O 04/01/34 0 8956007 T87/T87 F 220,400.00 ZZ 360 220,400.00 1 1 7.050 1,473.74 95 6.550 1,473.74 SEVERN MD 21144 5 04/05/04 23 1010032604 09 06/01/04 0 1010032604 O 05/01/34 0 8956013 T87/T87 F 90,000.00 ZZ 360 90,000.00 1 6.600 574.80 90 6.100 574.80 PENSACOLA FL 32503 5 04/12/04 23 3030035332 05 06/01/04 0 3030035332 O 05/01/34 0 8956021 T87/T87 F 168,000.00 ZZ 360 167,715.51 1 6.850 1,100.84 62 6.350 1,100.84 WALL TOWNSHIP NJ 07719 5 03/24/04 00 7000010139 05 04/29/04 0 7000010139 O 03/29/34 0 8956029 T87/T87 F 130,500.00 ZZ 360 130,397.18 3 7.200 885.82 90 6.700 885.82 SPRINGFIELD MA 01107 1 03/31/04 23 1010032366 05 05/01/04 0 1010032366 N 04/01/34 0 8956037 T87/T87 F 112,500.00 ZZ 360 112,419.79 1 7.700 802.09 90 7.200 802.09 BALTIMORE MD 21215 5 03/19/04 23 1010032385 05 05/01/04 0 1010032385 O 04/01/34 0 8956045 T87/T87 F 132,000.00 ZZ 360 132,000.00 1 7.850 954.81 100 7.350 954.81 INDIANAPOLIS IN 46227 5 04/13/04 23 2020034494 05 06/01/04 0 1 2020034494 O 05/01/34 0 8956051 T87/T87 F 200,000.00 ZZ 360 199,759.24 1 4.990 1,072.43 52 4.490 1,072.43 WEBSTER MA 01570 5 03/23/04 00 1010032415 05 05/01/04 0 1010032415 O 04/01/34 0 8956063 T87/T87 F 157,500.00 ZZ 360 157,500.00 1 7.300 1,079.78 90 6.800 1,079.78 WEST BEND WI 53090 5 04/13/04 23 2020034407 05 06/01/04 0 2020034407 O 05/01/34 0 8956071 T87/T87 F 135,000.00 ZZ 360 135,000.00 1 7.950 985.89 100 7.450 985.89 ORANGEBURG SC 29118 5 03/29/04 23 3030034887 09 06/01/04 0 3030034887 O 05/01/34 0 8956079 T87/T87 F 96,000.00 ZZ 360 96,000.00 1 6.650 616.29 80 6.150 616.29 JONESBORO GA 30238 5 03/31/04 00 3030034997 05 06/01/04 0 3030034997 O 05/01/34 0 8956085 T87/T87 F 100,400.00 ZZ 360 100,400.00 1 6.350 624.73 80 5.850 624.73 MACON GA 31210 1 04/16/04 00 3030035517 05 06/01/04 0 3030035517 O 05/01/34 0 1 8956103 T87/T87 F 65,000.00 ZZ 360 65,000.00 1 6.700 419.44 57 6.200 419.44 RANDALL WI 53181 5 04/13/04 00 2020034421 05 06/01/04 0 2020034421 O 05/01/34 0 8956105 T87/T87 F 117,000.00 ZZ 360 116,909.63 1 7.300 802.12 90 6.800 802.12 PALM COAST FL 32164 5 03/25/04 23 6000028051 03 05/01/04 0 6000028051 O 04/01/34 0 8956119 T87/T87 F 131,750.00 ZZ 360 131,630.90 1 6.500 832.75 85 6.000 832.75 ALEXANDRIA VA 22312 5 03/24/04 23 1010032398 01 05/01/04 0 1010032398 O 04/01/34 0 8956131 T87/T87 F 112,000.00 ZZ 360 112,000.00 1 7.800 806.26 95 7.300 806.26 CHARLOTTE NC 28269 5 04/02/04 23 3030034492 05 06/01/04 0 3030034492 O 05/01/34 0 8956141 T87/T87 F 205,200.00 ZZ 360 204,997.66 1 6.050 1,236.89 89 5.550 1,236.89 BALTIMORE MD 21230 5 03/24/04 23 1010032512 07 05/01/04 0 1010032512 O 04/01/34 0 8956147 T87/T87 F 250,000.00 ZZ 360 250,000.00 2 6.200 1,531.18 37 5.700 1,531.18 1 WEST HARRISON NY 10604 5 04/08/04 00 1010032676 05 06/01/04 0 1010032676 O 05/01/34 0 8956153 T87/T87 F 100,000.00 ZZ 360 99,908.71 1 6.450 628.79 80 5.950 628.79 SUMTER SC 29150 5 03/26/04 00 3030034659 05 05/01/04 0 3030034659 O 04/01/34 0 8956171 T87/T87 F 115,600.00 ZZ 360 115,600.00 1 5.700 670.95 80 5.200 670.95 INDIAN TRAIL NC 28079 1 04/08/04 00 3030035288 05 06/01/04 0 3030035288 O 05/01/34 0 8956179 T87/T87 F 77,400.00 ZZ 360 77,400.00 1 7.600 546.51 90 7.100 546.51 NASHVILLE TN 37211 5 04/12/04 23 3030035443 05 06/01/04 0 3030035443 N 05/01/34 0 8956187 T87/T87 F 110,500.00 ZZ 360 110,500.00 1 5.800 648.37 65 5.300 648.37 HARTLY DE 19953 5 04/07/04 00 1010032353 05 06/01/04 0 1010032353 O 05/01/34 0 8956195 T87/T87 F 133,000.00 ZZ 360 132,908.00 1 7.850 962.04 95 7.350 962.04 WARSAW IN 46580 5 03/25/04 23 6850002733 05 05/01/04 0 6850002733 O 04/01/34 0 1 8956203 T87/T87 F 123,600.00 ZZ 360 123,600.00 1 6.350 769.09 88 5.850 769.09 RICHMOND VA 23234 5 04/01/04 23 3030035224 05 06/01/04 0 3030035224 O 05/01/34 0 8956213 T87/T87 F 113,000.00 ZZ 360 113,000.00 1 6.550 717.96 50 6.050 717.96 ROCKY POINT NY 11778 5 04/09/04 00 1010032524 05 06/01/04 0 1010032524 O 05/01/34 0 8956221 T87/T87 F 440,000.00 ZZ 360 440,000.00 1 6.200 2,694.87 74 5.700 2,694.87 BREWSTER NY 10509 5 04/06/04 00 1010032627 05 06/01/04 0 1010032627 O 05/01/34 0 8956231 T87/T87 F 113,000.00 ZZ 360 113,000.00 1 6.350 703.13 87 5.850 703.13 COLUMBUS GA 31907 5 04/12/04 23 3030035273 05 06/01/04 0 3030035273 O 05/01/34 0 8956239 T87/T87 F 120,000.00 ZZ 360 119,924.25 1 8.300 905.75 100 7.800 905.75 ANGIER NC 27501 5 03/18/04 23 3030034598 05 05/01/04 0 3030034598 O 04/01/34 0 8956249 T87/T87 F 116,000.00 ZZ 360 116,000.00 1 1 6.200 710.47 80 5.700 710.47 SANFORD NC 27330 5 04/14/04 00 3030035340 05 06/01/04 0 3030035340 O 05/01/34 0 8956257 T87/T87 F 88,200.00 ZZ 360 88,200.00 1 7.162 596.46 90 6.662 596.46 KINGSPORT TN 37660 5 03/29/04 23 3030035069 05 06/01/04 0 3030035069 O 05/01/34 0 8956265 T87/T87 F 162,000.00 ZZ 360 162,000.00 1 7.250 1,105.13 84 6.750 1,105.13 BEACHWOOD BORO NJ 08722 5 03/29/04 23 1010032487 05 06/01/04 0 1010032487 O 05/01/34 0 8956273 T87/T87 F 62,400.00 ZZ 360 62,400.00 1 7.200 423.57 80 6.700 423.57 KANNAPOLIS NC 28081 1 04/13/04 00 3030035209 05 06/01/04 0 3030035209 O 05/01/34 0 8956281 T87/T87 F 94,500.00 ZZ 360 94,405.01 1 5.950 563.55 90 5.450 563.55 COLUMBUS GA 31906 5 03/26/04 23 3030034947 05 05/01/04 0 3030034947 O 04/01/34 0 8956289 T87/T87 F 95,000.00 ZZ 360 94,928.78 1 7.450 661.01 100 6.950 661.01 DOBSON NC 27017 5 03/26/04 23 3030035000 05 05/01/04 0 1 3030035000 O 04/01/34 0 8956297 T87/T87 F 313,000.00 ZZ 360 312,785.67 1 7.900 2,274.91 100 7.400 2,274.91 STUART FL 34997 1 03/31/04 23 3030033578 05 05/01/04 0 3030033578 O 04/01/34 0 8956313 T87/T87 F 243,000.00 ZZ 360 242,784.55 1 6.600 1,551.95 90 6.100 1,551.95 MANTECA CA 95336 5 03/23/04 23 4040015187 05 05/01/04 0 4040015187 O 04/01/34 0 8956321 T87/T87 F 80,000.00 ZZ 360 80,000.00 1 7.600 564.86 100 7.100 564.86 COLUMBUS GA 31907 5 04/12/04 23 3030035256 05 06/01/04 0 3030035256 O 05/01/34 0 8956329 T87/T87 F 90,000.00 ZZ 360 90,000.00 1 6.850 589.74 90 6.350 589.74 MANDAN ND 58554 5 04/09/04 23 6850003254 05 06/01/04 0 6850003254 O 05/01/34 0 8956335 T87/T87 F 157,700.00 ZZ 360 157,700.00 1 7.900 1,146.18 95 7.400 1,146.18 DEPTFORD NJ 08096 5 03/31/04 23 1010032651 05 06/01/04 0 1010032651 O 05/01/34 0 1 8956345 T87/T87 F 222,400.00 ZZ 360 222,400.00 1 6.500 1,405.72 80 6.000 1,405.72 ORLANDO FL 32804 1 04/13/04 00 3030035028 05 06/01/04 0 3030035028 O 05/01/34 0 8956359 T87/T87 F 134,100.00 ZZ 360 134,100.00 1 6.700 865.32 90 6.200 865.32 PROVIDENCE RI 02903 5 03/31/04 23 1010032633 05 06/01/04 0 1010032633 O 05/01/34 0 8956367 T87/T87 F 75,000.00 ZZ 360 75,000.00 1 7.350 516.73 87 6.850 516.73 YUMA AZ 85364 5 04/12/04 23 4040015596 05 06/01/04 0 4040015596 O 05/01/34 0 8956383 T87/T87 F 131,000.00 ZZ 360 131,000.00 1 6.350 815.13 88 5.850 815.13 PITTSFIELD NH 03263 5 03/30/04 23 1010032426 05 06/01/04 0 1010032426 O 05/01/34 0 8956391 T87/T87 F 62,400.00 ZZ 360 62,400.00 1 5.950 372.12 78 5.450 372.12 COLUMBUS GA 31907 5 04/09/04 00 3030035351 05 06/01/04 0 3030035351 O 05/01/34 0 8956401 T87/T87 F 97,600.00 ZZ 360 97,600.00 1 5.950 582.03 80 5.450 582.03 1 GOOSE CREEK SC 29445 5 04/01/04 00 3030035139 05 06/01/04 0 3030035139 O 05/01/34 0 8956409 T87/T87 F 111,400.00 ZZ 360 111,400.00 1 7.750 798.09 100 7.250 798.09 PLEASANT GROVE AL 35127 1 04/06/04 23 3030035133 05 06/01/04 0 3030035133 O 05/01/34 0 8956419 T87/T87 F 174,230.00 ZZ 360 174,230.00 1 7.050 1,165.02 95 6.550 1,165.02 CLEVELAND GA 30528 1 04/08/04 23 3030035317 05 06/01/04 0 3030035317 O 05/01/34 0 8956427 T87/T87 F 92,800.00 ZZ 360 92,800.00 1 6.200 568.38 67 5.700 568.38 SNELLVILLE GA 30039 5 04/05/04 00 3030035205 09 06/01/04 0 3030035205 O 05/01/34 0 8956435 T87/T87 F 153,000.00 ZZ 360 153,000.00 1 6.850 1,002.55 90 6.350 1,002.55 FRONT ROYAL VA 22630 5 04/09/04 23 3030035394 05 06/01/04 0 3030035394 O 05/01/34 0 8956441 T87/T87 F 138,225.00 ZZ 360 138,133.19 1 8.050 1,019.07 95 7.550 1,019.07 GRAIN VALLEY MO 64029 1 03/30/04 23 2020034281 09 05/01/04 0 2020034281 O 04/01/34 0 1 8956449 T87/T87 F 136,000.00 ZZ 360 135,919.29 1 8.600 1,055.38 100 8.100 1,055.38 NEWPORT NEWS VA 23601 5 03/26/04 23 7000010012 05 05/01/04 0 7000010012 O 04/01/34 0 8956457 T87/T87 F 213,000.00 ZZ 360 213,000.00 1 6.800 1,388.61 79 6.300 1,388.61 WOODBRIDGE VA 22193 5 03/30/04 00 3030034744 05 06/01/04 0 3030034744 O 05/01/34 0 8956465 T87/T87 F 70,000.00 ZZ 360 69,959.72 1 8.750 550.70 100 8.250 550.70 ALEXANDRIA LA 71302 5 03/26/04 23 6850002910 05 05/01/04 0 6850002910 O 04/01/34 0 8956473 T87/T87 F 544,500.00 ZZ 360 544,002.96 1 6.450 3,423.73 90 5.950 3,423.73 MOUNT VERNON NY 10552 5 03/26/04 23 1010032341 05 05/01/04 0 1010032341 O 04/01/34 0 8956483 T87/T87 F 57,700.00 ZZ 240 57,606.81 1 8.400 497.09 32 7.900 497.09 VIRGINIA BEACH VA 23454 5 03/29/04 00 3030034844 03 05/01/04 0 3030034844 O 04/01/24 0 8956493 T87/T87 F 53,000.00 ZZ 240 53,000.00 1 1 8.700 466.68 14 8.200 466.68 UPPER MARLBORO MD 20772 2 04/08/04 00 8080016937 09 06/01/04 0 8080016937 O 05/01/24 0 8956501 E22/R44 F 82,000.00 ZZ 360 82,000.00 1 7.500 573.36 65 7.000 573.36 HAMILTON TOWNSH NJ 08330 5 04/13/04 34 0420311391 05 06/01/04 0 0420311391 O 05/01/34 0 8956503 T87/T87 F 42,000.00 ZZ 180 42,000.00 1 8.350 409.91 20 7.850 409.91 ANOKA MN 55303 5 04/01/04 00 2020034282 05 06/01/04 0 2020034282 O 05/01/19 0 8956511 T87/T87 F 25,200.00 ZZ 180 25,131.58 1 8.700 251.12 20 8.200 251.12 MOUNT WOLF PA 17347 5 03/26/04 00 1010032211 05 05/01/04 0 1010032211 O 04/01/19 0 8956515 T87/T87 F 78,800.00 ZZ 180 78,800.00 1 7.990 577.66 20 7.490 577.66 GRAHAM WA 98338 1 04/01/04 00 4040015281 05 06/01/04 0 4040015281 O 05/01/19 0 8956529 T87/T87 F 19,700.00 ZZ 180 19,686.77 1 8.000 144.56 20 7.500 144.56 MEMPHIS TN 38135 1 04/02/04 00 3030034618 05 05/01/04 0 1 3030034618 O 04/01/19 0 8956531 T87/T87 F 24,960.00 ZZ 180 24,943.25 1 8.000 183.15 20 7.500 183.15 COOKEVILLE TN 38506 1 03/31/04 00 3030035064 05 05/01/04 0 3030035064 O 04/01/19 0 8956543 T87/T87 F 30,780.00 ZZ 180 30,780.00 1 8.000 225.86 20 7.500 225.86 MEMPHIS TN 38125 1 04/12/04 00 3030035416 05 06/01/04 0 3030035416 O 05/01/19 0 8956547 T87/T87 F 23,200.00 ZZ 180 23,200.00 1 8.000 170.24 20 7.500 170.24 COLUMBIA TN 38401 5 04/09/04 00 3030035438 05 06/01/04 0 3030035438 O 05/01/19 0 8956557 T87/T87 F 46,780.00 ZZ 180 46,749.86 1 8.200 349.80 20 7.700 349.80 BROOMFIELD CO 80020 1 03/30/04 00 4040015410 05 05/01/04 0 4040015410 O 04/01/19 0 8956565 T87/T87 F 28,000.00 ZZ 180 27,982.50 1 8.350 212.33 20 7.850 212.33 CLERMONT FL 34711 5 03/22/04 00 3030034577 09 05/01/04 0 3030034577 O 04/01/19 0 1 8956577 T87/T87 F 51,380.00 ZZ 180 51,348.55 1 8.450 393.25 20 7.950 393.25 ROSWELL GA 30076 1 03/26/04 00 3030034917 05 05/01/04 0 3030034917 O 04/01/19 0 8956583 T87/T87 F 30,000.00 ZZ 180 30,000.00 1 8.550 231.74 20 8.050 231.74 SALT LAKE CITY UT 84120 1 04/08/04 00 4040015515 05 06/01/04 0 4040015515 O 05/01/19 0 8956593 T87/T87 F 32,000.00 ZZ 180 31,981.00 1 8.600 248.33 12 8.100 248.33 PALATINE IL 60067 5 03/26/04 00 2020034277 05 05/01/04 0 2020034277 O 04/01/19 0 8956601 T87/T87 F 48,980.00 ZZ 180 48,980.00 1 8.650 381.84 20 8.150 381.84 HELENA AL 35080 1 04/15/04 00 3030035427 09 06/01/04 0 3030035427 O 05/01/19 0 8956605 T87/T87 F 28,100.00 ZZ 180 28,100.00 1 8.650 219.06 20 8.150 219.06 JACKSONVILLE FL 32246 1 04/05/04 00 3030035037 05 06/01/04 0 3030035037 O 05/01/19 0 8956613 T87/T87 F 21,400.00 ZZ 180 21,400.00 1 8.650 166.83 20 8.150 166.83 1 RICHMOND KY 40475 1 04/13/04 00 3030035439 05 06/01/04 0 3030035439 O 05/01/19 0 8956629 T87/T87 F 24,852.00 ZZ 180 24,852.00 1 8.650 193.74 20 8.150 193.74 HOLLAND MI 49424 1 04/07/04 00 3030035354 05 06/01/04 0 3030035354 O 05/01/19 0 8956653 T87/T87 F 98,000.00 ZZ 360 98,000.00 1 7.750 702.09 100 7.250 702.09 SANDSTON VA 23510 1 04/09/04 23 3030035364 05 06/01/04 0 3030035364 O 05/01/34 0 8956661 T87/T87 F 46,125.00 ZZ 360 46,092.76 1 7.800 332.05 90 7.300 332.05 BURLINGTON NJ 08016 1 04/05/04 23 1010032505 05 05/05/04 0 1010032505 N 04/05/34 0 8956669 T87/T87 F 80,000.00 ZZ 360 79,944.10 1 7.800 575.90 98 7.300 575.90 CINCINNATI OH 45238 5 03/24/04 23 3030034734 05 05/01/04 0 3030034734 O 04/01/34 0 8956685 T87/T87 F 151,000.00 ZZ 360 150,896.60 1 7.900 1,097.48 100 7.400 1,097.48 PRINCE GEORGE VA 23875 5 03/26/04 23 3030034613 05 05/01/04 0 3030034613 O 04/01/34 0 1 8956693 T87/T87 F 67,500.00 ZZ 360 67,454.24 1 7.950 492.95 90 7.450 492.95 THATCHER AZ 85552 1 03/26/04 23 4040015215 05 05/01/04 0 4040015215 N 04/01/34 0 8956701 T87/T87 F 98,000.00 ZZ 360 98,000.00 1 8.100 725.94 100 7.600 725.94 BURLINGTON NC 27215 1 04/02/04 23 3030034964 05 06/01/04 0 3030034964 O 05/01/34 0 8956709 T87/T87 F 164,900.00 ZZ 360 164,794.85 1 8.250 1,238.84 100 7.750 1,238.84 WEST HAVEN CT 06516 1 04/01/04 23 1010032379 05 05/01/04 0 1010032379 O 04/01/34 0 8956719 T87/T87 F 265,000.00 ZZ 360 265,000.00 1 8.400 2,018.87 100 7.900 2,018.87 WINCHENDON MA 01475 5 03/29/04 23 3030034878 05 06/01/04 0 3030034878 O 05/01/34 0 8956761 T87/T87 F 244,000.00 ZZ 300 244,000.00 1 6.000 1,572.10 89 5.500 1,572.10 PASADENA MD 21122 5 04/08/04 23 1010032789 05 06/01/04 0 1010032789 O 05/01/29 0 8956771 T87/T87 F 480,000.00 ZZ 240 480,000.00 2 1 5.850 3,397.47 90 5.350 3,397.47 NYACK NY 10960 5 03/31/04 23 1010032443 05 06/01/04 0 1010032443 O 05/01/24 0 8956779 T87/T87 F 225,000.00 ZZ 240 224,510.13 1 5.950 1,605.49 70 5.450 1,605.49 DURHAM CT 06422 5 03/26/04 00 8815000040 05 05/01/04 0 8815000040 O 04/01/24 0 8956787 T87/T87 F 162,000.00 ZZ 240 161,376.21 1 7.000 1,255.99 64 6.500 1,255.99 CORNWALL NY 12518 5 03/22/04 00 7000009655 05 04/26/04 0 7000009655 O 03/26/24 0 8956795 T87/T87 F 292,800.00 ZZ 240 292,800.00 1 8.650 2,568.86 80 8.150 2,568.86 BEACON FALLS CT 06403 5 03/29/04 00 8080016929 05 06/01/04 0 8080016929 O 05/01/24 0 8956801 T87/T87 F 128,000.00 ZZ 180 127,561.73 1 6.050 1,083.60 80 5.550 1,083.60 CORDOVA TN 38016 1 03/29/04 00 3030034621 05 05/01/04 0 3030034621 O 04/01/19 0 8956813 T87/T87 F 97,750.00 ZZ 180 97,423.79 1 6.350 843.47 85 5.850 843.47 DECATUR GA 30035 5 03/26/04 23 3030034823 05 05/01/04 0 1 3030034823 O 04/01/19 0 8956817 T87/T87 F 60,000.00 ZZ 180 60,000.00 1 6.800 532.62 68 6.300 532.62 BIRMINGHAM AL 35215 5 04/13/04 00 3030035272 05 06/01/04 0 3030035272 O 05/01/19 0 8956829 T87/T87 F 220,000.00 ZZ 180 219,305.90 1 7.000 1,977.43 94 6.500 1,977.43 THOMPSON CT 06277 5 03/26/04 23 1010032477 05 05/01/04 0 1010032477 O 04/01/19 0 8956833 E22/G02 F 183,000.00 ZZ 360 183,000.00 1 6.875 1,202.18 80 6.625 1,202.18 REDWOOD VALLEY CA 95470 5 04/07/04 34 0420236887 05 06/01/04 0 0420236887 O 05/01/34 0 8956835 T87/T87 F 209,000.00 ZZ 180 209,000.00 1 7.650 1,955.32 95 7.150 1,955.32 BIRMINGHAM AL 35213 5 03/30/04 23 3030034960 05 06/01/04 0 3030034960 O 05/01/19 0 8956853 T87/T87 F 24,000.00 ZZ 300 23,975.17 1 8.100 186.83 20 7.600 186.83 DOUGLASVILLE GA 30135 1 03/30/04 00 3030035140 05 05/01/04 0 3030035140 O 04/01/29 0 1 8956861 T87/T87 F 49,936.00 ZZ 300 49,885.99 1 8.300 395.40 20 7.800 395.40 KING GEORGE VA 22485 1 04/02/04 00 3030035123 09 05/01/04 0 3030035123 O 04/01/29 0 8956867 T87/T87 F 215,500.00 ZZ 360 215,500.00 1 7.100 1,448.23 100 6.600 1,448.23 SUFFOLK VA 23435 5 04/12/04 23 3030035252 05 06/01/04 0 3030035252 O 05/01/34 0 8956869 T87/T87 F 101,500.00 ZZ 360 101,423.15 1 7.400 702.77 68 6.900 702.77 VIRGINIA BEACH VA 23453 5 03/11/04 00 3030034365 03 05/01/04 0 3030034365 O 04/01/34 0 8956891 T87/T87 F 142,500.00 ZZ 360 142,500.00 1 7.300 976.94 95 6.800 976.94 BALTIMORE MD 21234 5 04/09/04 23 1010032825 05 06/01/04 0 1010032825 O 05/01/34 0 8956903 T87/T87 F 135,900.00 ZZ 360 135,795.02 1 7.300 931.70 90 6.800 931.70 TOWNSHIP OF MID NJ 08210 5 03/11/04 23 1010032159 05 05/01/04 0 1010032159 O 04/01/34 0 8956909 T87/T87 F 85,000.00 ZZ 360 84,934.34 1 7.300 582.74 44 6.800 582.74 1 DANBURY CT 06810 5 03/23/04 00 7000009992 09 05/01/04 0 7000009992 O 04/01/34 0 8956915 T87/T87 F 54,150.00 ZZ 360 54,150.00 1 7.300 371.24 95 6.800 371.24 LONDON OH 43140 1 04/13/04 23 2020034103 05 06/01/04 0 2020034103 O 05/01/34 0 8956921 T87/T87 F 106,400.00 ZZ 360 106,317.82 1 7.300 729.45 95 6.800 729.45 HOSCHTON GA 30548 5 03/25/04 23 3030034633 05 05/01/04 0 3030034633 O 04/01/34 0 8956927 T87/T87 F 101,700.00 ZZ 360 101,700.00 1 7.400 704.16 100 6.900 704.16 SEVIERVILLE TN 37876 1 04/13/04 23 3030035393 05 06/01/04 0 3030035393 O 05/01/34 0 8956933 T87/T87 F 63,500.00 ZZ 360 63,452.40 1 7.450 441.83 68 6.950 441.83 MABLETON GA 30126 5 03/31/04 00 3030035040 05 05/01/04 0 3030035040 N 04/01/34 0 8956939 T87/T87 F 108,000.00 ZZ 360 108,000.00 1 7.450 751.46 90 6.950 751.46 ATLANTA GA 30349 5 04/13/04 23 3030035266 05 06/01/04 0 3030035266 N 05/01/34 0 1 8956943 T87/T87 F 73,800.00 ZZ 360 73,745.22 1 7.500 516.03 90 7.000 516.03 HERMITAGE TN 37076 5 03/26/04 23 3030034738 05 05/01/04 0 3030034738 N 04/01/34 0 8956951 T87/T87 F 57,375.00 ZZ 360 57,332.83 1 7.550 403.15 90 7.050 403.15 BURLINGTON NJ 08016 1 04/05/04 23 1010032514 05 05/05/04 0 1010032514 N 04/05/34 0 8956957 T87/T87 F 128,000.00 ZZ 360 128,000.00 1 7.600 903.78 100 7.100 903.78 HURLOCK MD 21643 5 04/13/04 23 7000010195 05 06/01/04 0 7000010195 O 05/01/34 0 8956963 T87/T87 F 96,500.00 ZZ 360 96,429.80 1 7.600 681.37 98 7.100 681.37 MILWAUKEE WI 53209 5 03/26/04 23 2020034288 05 05/01/04 0 2020034288 O 04/01/34 0 8956971 T87/T87 F 37,000.00 ZZ 360 37,000.00 1 7.700 263.80 74 7.200 263.80 BALTIMORE CITY MD 21216 5 04/13/04 00 1010032418 03 06/01/04 0 1010032418 N 05/01/34 0 8956977 T87/T87 F 124,500.00 ZZ 360 124,500.00 1 1 7.700 887.64 100 7.200 887.64 WARNER ROBINS GA 31088 1 04/01/04 23 3030035056 05 06/01/04 0 3030035056 O 05/01/34 0 8956989 T87/T87 F 56,700.00 ZZ 360 56,700.00 1 7.050 379.14 90 6.550 379.14 HUNTSVILLE AL 35810 1 04/07/04 23 3030035240 05 06/01/04 0 3030035240 N 05/01/34 0 8956995 T87/T87 F 100,000.00 ZZ 360 99,929.41 1 7.750 716.42 100 7.250 716.42 VIRGINIA BEACH VA 23455 1 03/31/04 23 3030034739 05 05/01/04 0 3030034739 O 04/01/34 0 8957003 T87/T87 F 405,000.00 ZZ 360 404,630.30 1 6.450 2,546.58 90 5.950 2,546.58 FORT LAUDERDALE FL 33334 1 03/29/04 23 3030034345 05 05/01/04 0 3030034345 O 04/01/34 0 8957007 T87/T87 F 148,000.00 ZZ 360 147,864.90 1 6.450 930.60 80 5.950 930.60 HUDSON FL 34667 1 03/31/04 00 3030034354 03 05/01/04 0 3030034354 O 04/01/34 0 8957013 T87/T87 F 367,750.00 ZZ 360 367,750.00 1 6.500 2,324.44 85 6.000 2,324.44 HOLLISTON MA 01746 5 04/07/04 23 7000009923 05 06/01/04 0 1 7000009923 O 05/01/34 0 8957019 T87/T87 F 51,205.00 ZZ 360 51,158.70 1 6.500 323.66 95 6.000 323.66 PITTSBURGH PA 15211 1 03/29/04 23 1010032229 05 05/01/04 0 1010032229 O 04/01/34 0 8957025 T87/T87 F 105,600.00 ZZ 360 105,600.00 1 6.550 670.95 80 6.050 670.95 CANADENSIS PA 18325 5 04/02/04 00 1010032377 05 06/01/04 0 1010032377 O 05/01/34 0 8957033 T87/T87 F 206,150.00 ZZ 360 205,967.23 1 6.600 1,316.60 95 6.100 1,316.60 EXETER TOWNSHIP PA 19606 5 03/20/04 23 1010032400 05 05/01/04 0 1010032400 O 04/01/34 0 8957035 E22/R44 F 66,400.00 TX 360 66,400.00 1 8.500 510.56 80 8.000 510.56 TERRELL TX 75160 5 04/16/04 34 0420004483 05 06/01/04 0 0420004483 O 05/01/34 0 8957039 T87/T87 F 111,150.00 ZZ 360 111,150.00 1 6.650 713.55 95 6.150 713.55 OLD HICKORY TN 37138 1 04/13/04 23 3030035412 05 06/01/04 0 3030035412 O 05/01/34 0 1 8957047 T87/T87 F 288,000.00 ZZ 360 287,749.59 1 6.700 1,858.41 90 6.200 1,858.41 WEBSTER GROVES MO 63119 5 03/23/04 23 6850002644 05 05/01/04 0 6850002644 O 04/01/34 0 8957053 T87/T87 F 172,500.00 ZZ 360 172,350.01 1 6.700 1,113.11 74 6.200 1,113.11 MECHANICSVILLE MD 20659 5 03/26/04 00 1010032376 03 05/01/04 0 1010032376 O 04/01/34 0 8957059 T87/T87 F 75,600.00 ZZ 360 75,600.00 1 6.700 487.84 90 6.200 487.84 COLLEGE PARK GA 30349 1 04/13/04 23 3030035265 05 06/01/04 0 3030035265 N 05/01/34 0 8957079 T87/T87 F 265,500.00 ZZ 360 265,269.15 1 6.700 1,713.22 90 6.200 1,713.22 ANSONIA CT 06401 5 03/26/04 23 6850002643 05 05/01/04 0 6850002643 O 04/01/34 0 8957087 T87/T87 F 133,200.00 ZZ 360 133,086.43 1 6.800 868.37 64 6.300 868.37 WINDSOR CT 06095 5 03/24/04 00 7000010185 05 05/01/04 0 7000010185 O 04/01/34 0 8957093 T87/T87 F 175,000.00 ZZ 360 175,000.00 1 6.925 1,155.48 100 6.425 1,155.48 1 IRMO SC 29063 5 04/08/04 23 3030035303 05 06/01/04 0 3030035303 O 05/01/34 0 8957097 T87/T87 F 114,000.00 ZZ 360 113,905.62 1 6.950 754.63 95 6.450 754.63 PLEASANTVILLE C NJ 08232 5 03/26/04 23 1010032448 05 05/01/04 0 1010032448 O 04/01/34 0 8957103 T87/T87 F 119,700.00 ZZ 360 119,600.90 4 6.950 792.36 90 6.450 792.36 PHILADELPHIA PA 19119 5 03/26/04 23 1010032491 05 05/01/04 0 1010032491 O 04/01/34 0 8957111 T87/T87 F 247,500.00 ZZ 360 247,295.11 2 6.950 1,638.33 90 6.450 1,638.33 NORTH BERGEN NJ 07047 1 03/31/04 23 1010032517 05 05/01/04 0 1010032517 N 04/01/34 0 8957117 T87/T87 F 68,426.00 ZZ 360 68,369.35 1 6.950 452.95 80 6.450 452.95 ASHEVILLE NC 28806 1 03/26/04 00 3030034536 05 05/01/04 0 3030034536 O 04/01/34 0 8957123 T87/T87 F 168,000.00 ZZ 360 168,000.00 1 6.950 1,112.08 80 6.450 1,112.08 WORCESTER MA 01605 5 04/01/04 00 1010032615 05 06/01/04 0 1010032615 O 05/01/34 0 1 8957129 T87/T87 F 91,200.00 ZZ 360 91,200.00 1 6.982 605.69 95 6.482 605.69 HIGH SPRINGS FL 32643 5 03/31/04 23 6000027776 05 06/01/04 0 6000027776 O 05/01/34 0 8957135 T87/T87 F 542,000.00 ZZ 360 541,554.84 1 6.990 3,602.31 100 6.490 3,602.31 WANTAGH NY 11793 1 04/01/04 23 1010031711 05 05/01/04 0 1010031711 O 04/01/34 0 8957143 T87/T87 F 308,000.00 ZZ 360 307,718.84 2 6.450 1,936.66 80 5.950 1,936.66 NORTH BERGEN NJ 07047 5 04/01/04 00 1010032148 05 05/06/04 0 1010032148 O 04/06/34 0 8957149 T87/T87 F 191,700.00 ZZ 360 191,542.55 2 6.990 1,274.10 90 6.490 1,274.10 PROVIDENCE RI 02903 5 03/23/04 23 1010032133 05 05/01/04 0 1010032133 O 04/01/34 0 8957155 T87/T87 F 143,000.00 ZZ 360 142,827.85 1 4.990 766.79 74 4.490 766.79 NORTHFIELD NH 03276 5 03/23/04 00 1010032442 05 05/01/04 0 1010032442 O 04/01/34 0 8957159 E22/R44 F 300,000.00 TX 360 300,000.00 1 1 8.250 2,253.80 69 7.750 2,253.80 PFLUGERVILLE TX 78660 5 04/16/04 00 0420124448 05 06/01/04 0 0420124448 O 05/01/34 0 8957161 T87/T87 F 96,300.00 ZZ 360 96,300.00 1 5.050 519.91 90 4.550 519.91 LOUISVILLE KY 40215 5 04/06/04 23 3030035118 05 06/01/04 0 3030035118 O 05/01/34 0 8957167 T87/T87 F 200,000.00 ZZ 360 200,000.00 1 5.250 1,104.41 58 4.750 1,104.41 JUPITER FL 33458 5 03/29/04 00 3030034897 05 06/01/04 0 3030034897 O 05/01/34 0 8957173 T87/T87 F 150,500.00 ZZ 360 150,500.00 1 5.700 873.51 72 5.200 873.51 LEBANON CT 06249 5 04/06/04 00 1010032688 05 06/01/04 0 1010032688 O 05/01/34 0 8957179 T87/T87 F 256,500.00 ZZ 360 256,234.72 3 5.800 1,505.03 90 5.300 1,505.03 MANCHESTER NH 03103 5 03/25/04 23 1010032392 05 05/01/04 0 1010032392 O 04/01/34 0 8957185 T87/T87 F 157,500.00 ZZ 360 157,338.65 1 5.850 929.16 70 5.350 929.16 NEW CARROLLTON MD 20784 5 03/25/04 00 1010032481 05 05/01/04 0 1 1010032481 O 04/01/34 0 8957191 T87/T87 F 205,520.00 ZZ 360 205,310.95 1 5.887 1,217.38 80 5.387 1,217.38 ROSWELL GA 30076 1 03/26/04 00 3030034912 05 05/01/04 0 3030034912 O 04/01/34 0 8957197 T87/T87 F 150,000.00 ZZ 360 150,000.00 1 5.900 889.71 53 5.400 889.71 ATLANTIC HIGHLA NJ 07716 5 03/29/04 00 1010032386 05 06/01/04 0 1010032386 O 05/01/34 0 8957205 T87/T87 F 252,000.00 ZZ 360 252,000.00 1 5.950 1,502.78 90 5.450 1,502.78 BRAINTREE MA 02184 5 03/29/04 23 1010032577 05 06/01/04 0 1010032577 O 05/01/34 0 8957211 T87/T87 F 126,000.00 ZZ 360 126,000.00 1 5.950 751.39 90 5.450 751.39 PORT ORANGE FL 32127 5 04/14/04 23 1010032774 05 06/01/04 0 1010032774 O 05/01/34 0 8957217 T87/T87 F 208,000.00 ZZ 360 208,000.00 1 5.950 1,240.39 80 5.450 1,240.39 GREEN COVE FL 32043 1 04/08/04 00 3030035300 09 06/01/04 0 3030035300 O 05/01/34 0 1 8957223 T87/T87 F 330,000.00 ZZ 360 329,669.59 1 5.970 1,972.16 83 5.470 1,972.16 BRICK NJ 08724 5 03/26/04 23 1010032589 05 05/01/04 0 1010032589 O 04/01/34 0 8957229 T87/T87 F 101,600.00 ZZ 360 101,600.00 1 6.050 612.42 80 5.550 612.42 KNIGHTDALE NC 27545 5 04/05/04 00 3030034888 05 06/01/04 0 3030034888 O 05/01/34 0 8957235 T87/T87 F 140,250.00 ZZ 360 140,250.00 1 6.100 849.91 85 5.600 849.91 ESSEX MD 21221 5 04/01/04 23 1010032660 05 06/01/04 0 1010032660 O 05/01/34 0 8957241 T87/T87 F 210,500.00 ZZ 360 210,298.33 1 6.200 1,289.25 85 5.700 1,289.25 MABLETON GA 30126 5 03/26/04 23 3030034853 03 05/01/04 0 3030034853 O 04/01/34 0 8957247 T87/T87 F 468,750.00 ZZ 360 468,750.00 1 6.200 2,870.95 75 5.700 2,870.95 EDWARDS CO 81632 5 04/07/04 00 4040015434 09 06/01/04 0 4040015434 O 05/01/34 0 8957253 T87/T87 F 240,000.00 ZZ 360 239,770.07 1 6.200 1,469.93 80 5.700 1,469.93 1 OCEAN TOWNSHIP NJ 08758 5 03/24/04 00 1010032367 05 05/01/04 0 1010032367 O 04/01/34 0 8957259 T87/T87 F 133,200.00 ZZ 360 133,076.03 1 6.350 828.82 90 5.850 828.82 HIGH POINT NC 27265 1 04/02/04 23 3030035174 03 05/01/04 0 3030035174 O 04/01/34 0 8957265 T87/T87 F 477,000.00 ZZ 360 477,000.00 3 6.350 2,968.07 90 5.850 2,968.07 MOUNT VERNON NY 10550 1 04/13/04 23 1010032117 05 06/01/04 0 1010032117 O 05/01/34 0 8957271 T87/T87 F 127,200.00 ZZ 360 127,082.75 1 6.400 795.65 80 5.900 795.65 DURHAM NC 27707 5 03/24/04 00 3030034675 05 05/01/04 0 3030034675 O 04/01/34 0 8957379 E22/G02 F 235,000.00 ZZ 360 235,000.00 1 6.750 1,524.21 75 6.500 1,524.21 LAS VEGAS NV 89108 5 04/06/04 34 0420314718 05 06/01/04 0 0420314718 O 05/01/34 0 8958609 U85/G02 F 58,500.00 ZZ 360 58,459.74 2 7.875 424.17 75 7.625 424.17 MILWAUKEE WI 53208 1 04/02/04 34 0437766223 05 05/01/04 0 TQS646 N 04/01/34 0 1 8958645 U85/G02 F 58,500.00 ZZ 360 58,459.74 2 7.875 424.17 75 7.625 424.17 MILWAUKEE WI 53208 1 04/02/04 34 0437762297 05 05/01/04 0 TQS647 N 04/01/34 0 8959319 Q87/R44 F 52,000.00 ZZ 180 51,860.71 1 8.850 522.79 63 8.350 522.79 WILMER AL 36587 5 04/08/04 00 0437776008 05 05/13/04 0 SULA01 O 04/13/19 0 8960165 Q87/R44 F 57,400.00 ZZ 360 57,361.10 1 7.950 419.18 70 7.450 419.18 MOBILE AL 36605 5 04/13/04 34 0437772304 05 05/13/04 0 COR004 N 04/13/34 0 8960193 Q87/R44 F 81,420.00 TX 360 81,365.26 1 7.990 596.86 69 7.490 596.86 LAKEHILLS TX 78063 5 04/13/04 00 0437775281 05 05/19/04 0 BRAJA03 O 04/19/34 0 8960283 Q87/G02 F 23,240.00 ZZ 180 23,183.93 1 9.999 249.72 43 9.749 249.72 TALLASSEE AL 36078 2 04/13/04 00 0437776081 27 05/19/04 0 WIDA03 O 04/19/19 0 8960347 Q87/R44 F 97,750.00 ZZ 360 97,687.67 1 1 8.250 734.36 85 7.750 734.36 FORSYTH GA 31029 5 03/29/04 34 0437774102 05 05/02/04 0 GRWI05 O 04/02/34 0 8960449 Q87/R44 F 50,000.00 TX 360 49,969.71 1 8.500 384.46 72 8.000 384.46 KERRVILLE TX 78028 5 03/31/04 34 0437773807 05 05/05/04 0 HARI02 O 04/05/34 0 8960545 E22/G02 F 100,300.00 ZZ 360 100,300.00 2 7.250 684.22 85 7.000 684.22 WILLIAMSTON SC 29697 5 04/22/04 34 0420211294 05 06/01/04 0 0420211294 N 05/01/34 0 8960705 U05/G02 F 218,400.00 TX 360 218,400.00 1 7.000 1,453.02 78 6.750 1,453.02 HOUSTON TX 77063 5 04/06/04 34 0437773542 03 06/01/04 0 3000622660 O 05/01/34 0 8960989 R84/G02 F 139,500.00 ZZ 360 139,500.00 1 7.500 975.40 95 7.250 975.40 SPRING CREEK NV 89815 2 04/19/04 10 0437777220 03 06/01/04 30 LVR7759 O 05/01/34 0 8962811 E22/G02 F 72,000.00 ZZ 360 72,000.00 1 7.750 515.82 90 7.500 515.82 HUEYTOWN AL 35023 2 04/19/04 34 0420450686 05 06/01/04 0 1 0420450686 O 05/01/34 0 8962849 E82/G02 F 69,500.00 ZZ 360 69,500.00 1 7.125 468.23 78 6.875 468.23 BOLINGBROOK IL 60440 2 04/22/04 00 0400968640 01 06/01/04 0 0400968640 N 05/01/34 0 8962981 E22/R44 F 35,000.00 ZZ 180 35,000.00 1 8.125 337.01 59 7.625 337.01 PENSACOLA FL 32501 5 04/19/04 34 0420388159 05 06/01/04 0 0420388159 O 05/01/19 0 8963289 E22/R44 F 115,600.00 ZZ 360 115,600.00 1 8.500 888.86 85 8.000 888.86 OCEAN SPRINGS MS 39564 5 04/19/04 34 0420243933 05 06/01/04 0 0420243933 O 05/01/34 0 8963301 E22/G02 F 64,000.00 TX 360 64,000.00 1 7.500 447.50 80 7.250 447.50 EL PASO TX 79924 5 04/15/04 34 0420044257 05 06/01/04 0 0420044257 O 05/01/34 0 8963411 E22/R44 F 88,000.00 ZZ 180 88,000.00 1 7.375 809.53 68 6.875 809.53 FLORENCE AL 35630 5 04/19/04 34 0419985403 05 06/01/04 0 0419985403 O 05/01/19 0 1 8965097 E22/G02 F 135,000.00 ZZ 360 135,000.00 1 7.250 920.94 86 7.000 920.94 HANAHAN SC 29406 2 04/21/04 34 0419371554 05 06/01/04 0 0419371554 O 05/01/34 0 8966593 E22/G02 F 450,000.00 ZZ 360 450,000.00 1 6.875 2,956.18 55 6.625 2,956.18 WESTPORT CT 06880 5 04/20/04 34 0420419061 05 06/01/04 0 0420419061 O 05/01/34 0 8972888 758/G02 F 93,500.00 ZZ 360 93,271.03 1 8.500 718.93 85 8.250 718.93 SUGARLAND TX 77478 1 12/05/03 04 0437219736 05 02/01/04 12 362025 O 01/01/34 0 8974794 480/G02 F 355,500.00 ZZ 360 353,494.12 1 7.875 2,578.00 90 7.625 2,578.00 BOWIE MD 20720 1 08/29/03 34 0437216724 03 10/01/03 0 4797734 O 09/01/33 0 8988782 E22/G02 F 123,250.00 ZZ 360 122,852.22 1 7.125 830.36 85 6.875 830.36 PASCO WA 99301 5 12/15/03 23 0419312335 27 02/01/04 0 0419312335 O 01/01/34 0 9000822 Q64/G02 F 60,000.00 ZZ 360 59,877.36 1 9.375 499.05 75 9.125 499.05 1 HORN LAKE MS 38637 5 12/10/03 34 0437245491 05 02/01/04 0 2114100293 O 01/01/34 0 9001708 G75/R44 F 130,000.00 ZZ 360 129,705.23 1 8.875 1,034.34 69 8.375 1,034.34 BALTIMORE MD 21227 5 12/02/03 34 0437503014 02 02/01/04 0 05329669 O 01/01/34 0 9013818 Y55/U58 F 26,453.00 ZZ 360 26,133.67 1 11.490 261.76 20 10.990 261.76 WICHITA KS 67226 1 12/17/03 00 0437269343 03 02/01/04 0 2410199 O 01/01/34 0 9018296 M21/G02 F 217,000.00 ZZ 360 216,246.33 1 6.750 1,407.46 59 6.500 1,407.46 OXNARD CA 93030 5 12/13/03 34 0437348600 05 02/01/04 0 0001258997 O 01/01/34 0 9018582 M21/R44 F 164,900.00 ZZ 360 164,135.07 1 7.600 1,164.32 85 7.100 1,164.32 FONTANA CA 92335 5 12/03/03 34 0437350291 05 02/01/04 0 0001188074 O 01/01/34 0 9020414 M21/G02 F 363,000.00 ZZ 360 361,726.95 1 6.700 2,342.36 80 6.450 2,342.36 TORRANCE CA 90502 5 12/05/03 34 0437297906 05 02/01/04 0 0001206618 O 01/01/34 0 1 9020684 M21/R44 F 95,200.00 ZZ 360 94,976.18 1 8.700 745.55 80 8.200 745.55 GERBER CA 96035 1 12/15/03 34 0437346661 05 02/01/04 0 0001245203 O 01/01/34 0 9023510 Y55/U58 F 10,000.00 ZZ 360 9,802.44 1 8.990 80.39 12 8.490 80.39 HALSTEAD KS 67056 1 12/23/03 00 0437275019 05 02/01/04 0 2399358 O 01/01/34 0 9026632 147/R44 F 92,500.00 ZZ 360 92,106.95 1 6.875 607.66 52 6.375 607.66 ZAMORA CA 95698 5 11/22/03 34 0437348261 05 01/01/04 0 10910197 O 12/01/33 0 9030030 Q67/U58 F 23,400.00 ZZ 180 23,373.50 1 9.250 192.51 20 8.750 192.51 ABILENE KS 67410 5 12/19/03 00 0437281850 05 02/01/04 0 61S85642 O 01/01/19 0 9032550 Q67/U58 F 12,100.00 ZZ 180 12,047.71 1 8.750 95.19 20 8.250 95.19 OGDEN KS 66517 1 12/31/03 00 0437304157 05 02/01/04 0 60S86946 O 01/01/19 0 9040088 M21/G02 F 288,000.00 ZZ 360 286,960.16 1 1 6.550 1,829.84 90 6.300 1,829.84 RANCHO CUCAMONG CA 91701 5 12/29/03 34 0437386576 05 02/01/04 0 0001293433 O 01/01/34 0 9040584 M21/G02 F 216,150.00 ZZ 360 215,183.14 3 6.750 1,401.95 85 6.500 1,401.95 LOS ANGELES CA 90002 5 12/19/03 34 0437386550 05 02/01/04 0 0001276941 O 01/01/34 0 9043250 G51/G02 F 85,500.00 ZZ 360 85,308.45 1 7.500 597.83 85 7.250 597.83 TAMPA FL 33605 5 01/09/04 01 0437364367 05 03/01/04 25 14000379 O 02/01/34 0 9061470 H49/G02 F 125,400.00 ZZ 360 123,948.08 1 7.375 866.11 95 7.125 866.11 YUMA AZ 85364 5 01/09/04 11 0437506397 05 03/01/04 30 54789378 O 02/01/34 0 9062484 T87/T87 F 18,800.00 ZZ 195 18,680.73 1 9.825 193.36 20 9.325 193.36 ABBEVILLE SC 29620 5 01/02/04 00 6100002490 05 03/01/04 0 6100002490 O 05/01/20 0 9083088 E82/G02 F 150,000.00 ZZ 360 149,732.43 2 8.625 1,166.68 51 8.375 1,166.68 BRONX NY 10469 5 01/23/04 34 0400937165 05 03/01/04 0 1 0400937165 N 02/01/34 0 9092962 K52/G02 F 325,000.00 ZZ 360 323,756.80 1 6.250 2,001.09 68 6.000 2,001.09 VIRGINIA BEACH VA 23451 5 01/14/04 34 0437417306 05 02/25/04 0 419619 O 01/25/34 0 9093398 K52/G02 F 73,600.00 ZZ 360 73,371.95 1 8.650 573.77 80 8.400 573.77 NORFOLK VA 23509 5 01/06/04 34 0437439219 05 02/11/04 0 428125 N 01/11/34 0 9093642 K52/G02 F 112,000.00 ZZ 240 111,178.32 1 7.450 898.85 70 7.200 898.85 KINGSLEY PA 18826 5 01/09/04 34 0437408297 05 02/19/04 0 430950 O 01/19/24 0 9093666 K52/R44 F 150,450.00 ZZ 360 150,170.67 1 8.425 1,148.85 85 7.925 1,148.85 BEAVERDAM VA 23015 5 01/23/04 34 0437427321 05 03/02/04 0 431114 O 02/02/34 0 9094204 K52/G02 F 103,200.00 ZZ 360 102,907.89 1 8.900 822.96 80 8.650 822.96 SAN ANTONIO TX 78232 2 11/21/03 34 0437407372 05 01/01/04 0 412074 N 12/01/33 0 1 9094930 K52/R44 F 113,500.00 ZZ 360 113,107.03 1 8.500 872.72 82 8.000 872.72 KENDALLVILLE IN 46755 5 12/08/03 34 0437407984 05 01/20/04 0 419219 O 12/20/33 0 9094984 K52/G02 F 177,000.00 ZZ 360 176,500.44 1 7.800 1,274.18 75 7.550 1,274.18 MONTGOMERY VILL MD 20886 5 01/12/04 34 0437406085 03 02/26/04 0 424381 N 01/26/34 0 9098588 M37/R44 F 211,500.00 ZZ 360 211,207.94 1 7.875 1,533.52 90 7.375 1,533.52 RENO NV 89506 5 02/12/04 34 0437506785 03 04/01/04 0 100050100006174 O 03/01/34 0 9099420 Y55/R44 F 10,377.00 ZZ 360 10,358.46 1 9.120 84.39 10 8.620 84.39 SHELBYVILLE TN 37160 1 01/14/04 00 0437398225 05 03/01/04 0 2384225 O 02/01/34 0 9102678 Q67/R44 F 33,605.00 ZZ 180 33,552.33 1 9.250 276.46 20 8.750 276.46 TUCSON AZ 85745 1 01/29/04 00 0437428394 05 03/01/04 0 61S92076 O 02/01/19 0 9114376 Q67/R44 F 25,000.00 ZZ 180 24,964.72 1 9.750 214.79 20 9.250 214.79 1 CUDAHY WI 53110 1 01/30/04 00 0437696610 05 03/01/04 0 10S89480 O 02/01/19 0 9115680 Y55/R44 F 26,540.00 ZZ 360 26,462.59 1 9.120 215.84 20 8.620 215.84 ANTIOCH TN 37013 1 01/30/04 00 0437433873 05 03/01/04 0 2384689 O 02/01/34 0 9115948 E22/R44 F 61,000.00 ZZ 360 60,925.82 1 8.500 469.04 90 8.000 469.04 LEBANON KY 40033 5 02/05/04 34 0419570205 05 04/01/04 0 0419570205 O 03/01/34 0 9128862 196/G02 F 52,500.00 ZZ 360 52,398.87 1 8.250 394.42 72 8.000 394.42 MASSILLON OH 44647 5 01/27/04 34 0437685167 05 03/01/04 0 1741644 N 02/01/34 0 9137608 P87/R44 F 105,000.00 ZZ 360 104,847.57 1 9.625 892.49 78 9.125 892.49 AURORA IL 60506 5 02/02/04 34 0437505993 05 03/01/04 0 BCCX82633 O 02/01/34 0 9138920 T87/T87 F 236,000.00 ZZ 360 235,572.27 1 7.050 1,578.05 100 6.550 1,578.05 NEWTON NJ 07860 5 02/14/04 23 1010031787 05 04/01/04 0 1010031787 O 03/01/34 0 1 9138948 T87/T87 F 392,000.00 ZZ 360 391,523.35 1 8.500 3,014.15 100 8.000 3,014.15 WEST CREEK NJ 08092 5 02/10/04 23 1010031659 05 04/01/04 0 1010031659 O 03/01/34 0 9139024 T87/T87 F 172,906.08 ZZ 360 172,651.20 1 7.550 1,214.91 83 7.050 1,214.91 MOUNT RAINIER MD 20712 5 02/16/04 23 1010031782 05 04/01/04 0 1010031782 O 03/01/34 0 9139444 T87/T87 F 95,400.00 ZZ 360 95,242.02 1 7.150 644.34 100 6.650 644.34 TAZEWELL TN 37879 1 02/06/04 23 3030033614 05 04/01/04 0 3030033614 O 03/01/34 0 9140072 E22/R44 F 26,500.00 ZZ 180 26,380.16 1 10.750 297.05 55 10.250 297.05 MEMPHIS TN 38109 5 02/16/04 00 0419837000 05 04/01/04 0 0419837000 O 03/01/19 0 9140268 E22/G02 F 140,250.00 ZZ 360 139,808.92 1 7.875 1,016.91 85 7.625 1,016.91 GILBERT SC 29054 1 01/05/04 23 0419313499 27 02/01/04 0 0419313499 O 01/01/34 0 9141532 B60/G02 F 205,000.00 ZZ 360 204,709.68 1 1 7.750 1,468.65 82 7.500 1,468.65 CENTREVILLE VA 20120 5 02/07/04 23 0437507247 09 04/01/04 0 613350 O 03/01/34 0 9143068 E22/G02 F 53,125.00 ZZ 180 52,803.10 1 7.500 492.48 85 7.250 492.48 TUNICA MS 38676 5 02/18/04 34 0419894860 05 04/01/04 0 0419894860 O 03/01/19 0 9143846 Q87/R44 F 43,800.00 ZZ 120 43,153.13 1 9.999 578.80 60 9.499 578.80 COLUMBIANA AL 35051 5 02/16/04 00 0437515729 27 03/20/04 0 CAST04 O 02/20/14 0 9146554 E22/G02 F 172,550.00 ZZ 360 172,205.60 1 6.000 1,034.52 80 5.750 1,034.52 SEATTLE WA 98168 1 02/19/04 34 0419989280 05 04/01/04 0 0419989280 O 03/01/34 0 9149410 T38/T38 F 324,000.00 ZZ 360 322,961.71 1 5.750 1,890.78 80 5.500 1,890.78 VALENCIA CA 91355 5 01/16/04 34 1000151384 05 03/01/04 0 1000151384 O 02/01/34 0 9150076 T38/T38 F 213,000.00 ZZ 240 211,568.72 1 5.750 1,495.44 69 5.500 1,495.44 REDLANDS CA 92373 5 12/31/03 34 1000146986 05 03/01/04 0 1 1000146986 O 02/01/24 0 9150234 T38/T38 F 211,200.00 ZZ 360 210,651.41 1 6.750 1,369.84 80 6.500 1,369.84 MIAMI FL 33165 5 01/26/04 34 6000086914 05 03/01/04 0 6000086914 O 02/01/34 0 9150324 T38/T38 F 119,400.00 ZZ 180 118,248.53 1 6.850 1,063.22 90 6.350 1,063.22 SCHENECTADY NY 12302 2 01/23/04 34 6000084881 05 03/01/04 0 6000084881 O 02/01/19 0 9150360 T38/T38 F 314,500.00 ZZ 360 313,533.33 1 5.875 1,860.39 85 5.625 1,860.39 WANTAGH NY 11793 5 01/08/04 34 1000146475 05 03/01/04 0 1000146475 O 02/01/34 0 9150878 T38/T38 F 233,500.00 ZZ 360 232,838.23 2 6.300 1,445.31 78 6.050 1,445.31 BRONX NY 10456 5 01/24/04 34 1000142577 05 03/01/04 0 1000142577 O 02/01/34 0 9150992 T38/T38 F 207,000.00 ZZ 360 206,435.54 1 6.500 1,308.39 90 6.250 1,308.39 HESPERIA CA 92345 5 01/05/04 34 7000091871 05 03/01/04 0 7000091871 O 02/01/34 0 1 9152326 E22/G02 F 112,000.00 ZZ 360 111,806.60 1 6.750 726.43 80 6.500 726.43 SACRAMENTO CA 95838 5 02/05/04 34 0419734330 05 04/01/04 0 0419734330 O 03/01/34 0 9152572 E22/G02 F 50,000.00 ZZ 120 49,459.13 2 8.250 613.26 80 8.000 613.26 MEMPHIS TN 38104 5 02/25/04 34 0419404157 05 04/01/04 0 0419404157 N 03/01/14 0 9153946 E22/R44 F 86,400.00 ZZ 360 86,294.95 1 8.500 664.34 80 8.000 664.34 PORT CHARLOTTE FL 33948 1 02/26/04 34 0419663638 05 04/01/04 0 0419663638 O 03/01/34 0 9154408 P34/G02 F 130,000.00 ZZ 360 129,806.44 1 7.500 908.98 80 7.250 908.98 CRANSTON RI 02910 5 02/13/04 34 0437534605 05 04/01/04 0 11008093 O 03/01/34 0 9157198 X74/R44 F 111,200.00 ZZ 360 111,015.89 1 8.540 858.19 80 8.040 858.19 PORT ST. LUCIE FL 34953 1 02/27/04 34 0437561871 05 04/01/04 0 79164 O 03/01/34 0 9157218 X74/R44 F 188,500.00 ZZ 360 188,204.41 1 7.240 1,284.63 70 6.740 1,284.63 1 WHITE PLAINS MD 20695 2 02/05/04 34 0437560923 05 04/01/04 0 79200 O 03/01/34 0 9157908 E22/G02 F 155,250.00 ZZ 360 154,988.40 1 6.875 1,019.88 75 6.625 1,019.88 UNION NJ 07083 1 02/27/04 34 0420033078 01 04/01/04 0 0420033078 O 03/01/34 0 9158298 X74/G02 F 200,000.00 ZZ 360 199,670.50 1 6.990 1,329.27 69 6.740 1,329.27 WOLVERINE MI 49799 5 01/28/04 34 0437560147 05 04/01/04 0 76962 O 03/01/34 0 9158424 E22/G02 F 101,500.00 ZZ 360 101,269.55 1 7.000 675.28 90 6.750 675.28 PERRYVILLE AR 72126 5 02/23/04 34 0419862875 05 04/01/04 0 0419862875 O 03/01/34 0 9158462 E22/G02 F 65,550.00 ZZ 360 65,468.22 1 8.375 498.23 95 8.125 498.23 BIRMINGHAM AL 35205 5 02/23/04 34 0419855408 05 04/01/04 0 0419855408 O 03/01/34 0 9159692 E22/R44 F 62,800.00 ZZ 360 62,713.29 1 7.875 455.34 79 7.375 455.34 SAINT LOUIS MO 63137 2 02/23/04 34 0419750898 05 04/01/04 0 0419750898 O 03/01/34 0 1 9159724 E22/R44 F 136,000.00 ZZ 360 135,846.94 1 8.875 1,082.08 85 8.375 1,082.08 TUTTLE OK 73089 5 02/25/04 34 0419879101 05 04/01/04 0 0419879101 O 03/01/34 0 9160304 T87/T87 F 220,500.00 ZZ 360 220,059.02 1 5.990 1,320.60 90 5.490 1,320.60 HACKETTSTOWN NJ 07840 5 02/23/04 23 1010031937 05 04/01/04 0 1010031937 O 03/01/34 0 9160492 T87/T87 F 70,000.00 ZZ 360 69,653.56 1 7.600 494.26 100 7.100 494.26 MACON GA 31210 1 03/02/04 23 3030034019 05 04/01/04 0 3030034019 O 03/01/34 0 9160566 T87/T87 F 150,000.00 ZZ 360 149,735.87 1 6.650 962.95 64 6.150 962.95 BASKING RIDGE NJ 07920 5 02/24/04 00 1010031942 01 04/01/04 0 1010031942 O 03/01/34 0 9160594 T87/T87 F 292,500.00 ZZ 360 292,073.11 2 7.600 2,065.27 90 7.100 2,065.27 SNELLVILLE GA 30078 1 02/27/04 23 3030034058 05 04/01/04 0 3030034058 N 03/01/34 0 9160732 T87/T87 F 332,000.00 ZZ 360 331,443.28 1 1 6.900 2,186.56 80 6.400 2,186.56 MAPLE VALLEY WA 98038 5 02/19/04 00 4040014867 05 04/01/04 0 4040014867 O 03/01/34 0 9160846 T87/T87 F 16,980.00 ZZ 240 16,911.93 1 10.150 165.56 20 9.650 165.56 TRENTON GA 30752 1 02/25/04 00 3030033993 05 04/01/04 0 3030033993 O 03/01/24 0 9160850 T87/T87 F 53,000.00 ZZ 240 52,843.70 1 9.150 481.98 19 8.650 481.98 WAYZATA MN 55391 5 02/23/04 00 2020034001 05 04/01/04 0 2020034001 O 03/01/24 0 9160992 T87/T87 F 185,611.39 ZZ 360 185,351.15 1 7.800 1,336.17 91 7.300 1,336.17 FREDERICK MD 21701 5 02/24/04 23 1010031979 05 04/01/04 0 1010031979 O 03/01/34 0 9161082 T87/T87 F 35,000.00 ZZ 180 34,964.32 1 9.350 290.48 20 8.850 290.48 CHARLESTON SC 29407 1 02/26/04 00 3030034057 05 04/01/04 0 3030034057 O 03/01/19 0 9161178 T87/T87 F 165,000.00 T 240 164,317.16 1 6.400 1,220.51 55 5.900 1,220.51 DOVER TOWNSHIP NJ 08751 5 02/23/04 00 1010031877 05 04/01/04 0 1 1010031877 O 03/01/24 0 9161182 T87/T87 F 80,000.00 ZZ 192 79,562.23 1 7.425 713.21 64 6.925 713.21 JEFFERSON LA 70121 5 02/23/04 00 6000025879 05 04/01/04 0 6000025879 O 03/01/20 0 9161216 T87/T87 F 200,000.00 ZZ 180 198,734.34 1 7.000 1,797.66 46 6.500 1,797.66 FREEHOLD NJ 07728 5 02/23/04 00 1010031827 05 04/01/04 0 1010031827 O 03/01/19 0 9163316 W02/R44 F 54,600.00 ZZ 360 54,539.76 2 10.900 515.85 70 10.400 515.85 INDIANAPOLIS IN 46201 5 02/18/04 34 0437683196 05 03/18/04 0 0090004059 N 02/18/34 0 9163706 W02/G02 F 72,000.00 ZZ 180 71,104.38 1 7.270 658.08 85 7.020 658.08 PHILADELPHIA PA 19111 5 12/09/03 34 0437592751 07 02/01/04 0 1003144183 O 01/01/19 0 9164202 W02/R44 F 56,000.00 ZZ 360 55,938.32 1 8.980 449.79 84 8.480 449.79 PENSACOLA FL 32507 5 02/24/04 34 0437683170 05 04/01/04 0 1003676856 O 03/01/34 0 1 9164768 M21/R44 F 317,000.00 ZZ 360 316,048.52 1 6.000 1,900.58 67 5.500 1,900.58 LONG BEACH CA 90813 5 01/20/04 34 0437539323 05 03/01/04 0 0001344960 O 02/01/34 0 9164774 M21/G02 F 310,000.00 ZZ 360 309,178.92 1 6.650 1,990.10 85 6.400 1,990.10 VAN NUYS CA 91405 5 01/28/04 34 0437611155 05 03/01/04 0 0001345145 O 02/01/34 0 9164776 M21/R44 F 147,000.00 ZZ 360 146,766.50 1 7.175 995.34 74 6.675 995.34 RANCHO CUCAMONG CA 91737 5 01/30/04 34 0437627219 01 04/01/04 0 0001345229 O 03/01/34 0 9164798 M21/G02 F 250,000.00 ZZ 360 249,461.68 1 5.600 1,435.20 65 5.350 1,435.20 PASADENA CA 91107 5 01/28/04 34 0437610066 05 04/01/04 0 0001346725 O 03/01/34 0 9164830 M21/G02 F 50,000.00 ZZ 360 49,924.05 1 7.400 346.19 95 7.150 346.19 JONESBORO AR 72401 5 02/02/04 34 0437623549 05 04/01/04 0 0001327429 O 03/01/34 0 9164880 M21/R44 F 141,400.00 ZZ 360 141,032.71 1 6.750 917.12 69 6.250 917.12 1 MOUNT SHASTA CA 96067 5 01/26/04 34 0437611825 05 03/01/04 0 0001313947 O 02/01/34 0 9164912 M21/G02 F 224,000.00 ZZ 360 223,283.98 2 6.050 1,350.21 70 5.800 1,350.21 LOS ANGELES CA 91601 5 01/22/04 34 0437623580 05 03/01/04 0 0000994937 O 02/01/34 0 9164972 M21/G02 F 305,000.00 ZZ 360 304,021.82 1 5.650 1,760.57 59 5.400 1,760.57 PALMDALE CA 93551 1 01/15/04 34 0437556509 05 03/01/04 0 0001293939 O 02/01/34 0 9164984 M21/R44 F 225,000.00 ZZ 360 224,008.09 1 5.500 1,277.53 75 5.000 1,277.53 NORWALK CA 90650 5 12/26/03 34 0437567027 05 02/01/04 0 0001294633 O 01/01/34 0 9164988 M21/G02 F 150,000.00 ZZ 360 149,576.94 1 8.300 1,132.18 25 8.050 1,132.18 BURBANK CA 91504 5 01/15/04 00 0437570013 05 03/01/04 0 0001295066 O 02/01/34 0 9164990 M21/G02 F 167,200.00 ZZ 360 166,832.10 1 7.600 1,180.56 95 7.350 1,180.56 SAN BERNARDINO CA 92405 1 01/19/04 34 0437543085 05 03/01/04 0 0001295138 O 02/01/34 0 1 9165000 M21/R44 F 81,600.00 ZZ 360 81,473.56 1 7.300 559.43 85 6.800 559.43 BIRCH RUN MI 48415 5 01/30/04 34 0437593742 05 04/01/04 0 0001295602 O 03/01/34 0 9165078 M21/R44 F 57,600.00 ZZ 360 57,536.82 1 9.000 463.47 90 8.500 463.47 PARKTON NC 28371 5 01/29/04 34 0437555741 05 04/01/04 0 0001187379 O 03/01/34 0 9165118 M21/G02 F 89,500.00 ZZ 180 88,625.70 1 6.700 789.52 53 6.450 789.52 FRESNO CA 93726 5 01/29/04 34 0437613656 05 03/01/04 0 0001240721 O 02/01/19 0 9165120 M21/G02 F 254,915.00 ZZ 360 254,474.80 1 6.750 1,653.38 85 6.500 1,653.38 STROUDSBURG PA 18360 1 02/09/04 34 0437623671 05 04/01/04 0 0001241863 O 03/01/34 0 9165156 M21/G02 F 254,000.00 ZZ 360 253,590.52 1 7.100 1,706.97 81 6.850 1,706.97 LODI CA 95242 5 01/30/04 34 0437602535 05 04/01/04 0 0001251348 O 03/01/34 0 9165162 M21/R44 F 113,600.00 ZZ 360 113,428.29 1 1 7.425 788.49 80 6.925 788.49 BEAUMONT TX 77706 5 01/29/04 34 0437564156 05 04/01/04 0 0001254176 O 03/01/34 0 9165164 M21/R44 F 242,000.00 ZZ 360 241,312.05 1 6.300 1,497.92 84 5.800 1,497.92 VALLEJO CA 94589 5 01/22/04 34 0437610538 05 03/01/04 0 0001254856 O 02/01/34 0 9165168 M21/G02 F 220,000.00 ZZ 360 219,608.83 2 6.600 1,405.05 72 6.350 1,405.05 LOS ANGELES CA 90044 5 02/03/04 34 0437613755 05 04/01/04 0 0001256620 O 03/01/34 0 9165274 M21/G02 F 170,000.00 ZZ 360 169,459.87 1 6.200 1,041.20 79 5.950 1,041.20 MERCED CA 95348 5 01/26/04 34 0437611098 05 03/01/04 0 0001274694 O 02/01/34 0 9165302 M21/G02 F 500,000.00 ZZ 360 498,499.25 1 6.000 2,997.75 79 5.750 2,997.75 LIVERMORE CA 94550 5 01/14/04 34 0437532393 05 03/01/04 0 0001281765 O 02/01/34 0 9165340 M21/G02 F 169,100.00 ZZ 360 168,805.12 1 6.700 1,091.17 95 6.450 1,091.17 OLYMPIA WA 98513 5 02/02/04 34 0437596430 03 04/01/04 0 1 0001285487 O 03/01/34 0 9165346 M21/G02 F 74,000.00 ZZ 180 73,264.67 1 6.500 644.62 78 6.250 644.62 AVENAL CA 93204 5 01/05/04 34 0437612161 05 03/01/04 0 0001285755 O 02/01/19 0 9165402 M21/R44 F 270,000.00 ZZ 360 269,248.26 1 6.400 1,688.87 90 5.900 1,688.87 WAIPAHU HI 96797 5 01/14/04 34 0437539331 05 03/01/04 0 0001289365 O 02/01/34 0 9165422 M21/R44 F 135,500.00 ZZ 360 135,184.84 1 5.950 808.05 54 5.450 808.05 RIVERSIDE CA 92503 5 01/30/04 34 0437611072 05 04/01/04 0 0001290130 O 03/01/34 0 9165470 M21/G02 F 180,000.00 ZZ 360 179,703.46 2 6.990 1,196.34 66 6.740 1,196.34 CITY OF LOS ANG CA 90023 5 02/03/04 34 0437601958 05 04/01/04 0 0001356169 O 03/01/34 0 9165476 M21/G02 F 198,000.00 ZZ 360 197,485.71 1 6.750 1,284.22 85 6.500 1,284.22 LOS ANGELES CA 90047 5 01/22/04 34 0437544224 05 03/01/04 0 0001353286 O 02/01/34 0 1 9165490 M21/R44 F 350,000.00 ZZ 360 349,340.45 1 6.300 2,166.41 66 5.800 2,166.41 SEAL BEACH CA 90740 5 02/02/04 34 0437593627 05 04/01/04 0 0001353953 N 03/01/34 0 9165512 M21/G02 F 238,000.00 ZZ 360 237,572.68 1 6.550 1,512.16 73 6.300 1,512.16 WHITTIER CA 90604 5 02/02/04 34 0437606841 05 04/01/04 0 0001349659 O 03/01/34 0 9165516 M21/G02 F 188,000.00 ZZ 360 187,615.70 1 5.875 1,112.10 80 5.625 1,112.10 VICTORVILLE CA 92392 5 02/03/04 34 0437611130 05 04/01/04 0 0001350467 O 03/01/34 0 9165544 M21/G02 F 237,500.00 ZZ 180 235,897.04 1 6.250 2,036.38 95 6.000 2,036.38 MAYWOOD CA 90270 5 01/28/04 34 0437611486 05 04/01/04 0 0001342144 O 03/01/19 0 9165548 M21/G02 F 100,000.00 ZZ 180 99,035.62 1 6.850 890.46 45 6.600 890.46 RIALTO CA 92376 5 01/22/04 00 0437607021 05 03/01/04 0 0001342648 O 02/01/19 0 9165584 M21/G02 F 185,000.00 ZZ 360 184,637.72 1 6.100 1,121.10 72 5.850 1,121.10 1 AZUSA CA 91702 5 01/28/04 34 0437607641 05 04/01/04 0 0001340232 O 03/01/34 0 9165598 M21/G02 F 97,850.00 ZZ 360 97,724.78 1 8.250 735.11 95 8.000 735.11 CLEARWATER FL 33755 5 01/30/04 34 0437542335 05 04/01/04 0 0001341009 O 03/01/34 0 9165618 M21/G02 F 106,900.00 ZZ 360 106,449.72 1 7.150 722.01 77 6.900 722.01 CAPE CORAL FL 33909 1 02/04/04 34 0437532716 05 04/01/04 0 0001340044 O 03/01/34 0 9165624 M21/G02 F 112,000.00 ZZ 360 111,756.54 1 5.550 639.45 57 5.300 639.45 SHASTA LAKE CA 96019 5 01/29/04 34 0437608250 05 04/01/04 0 0001342131 O 03/01/34 0 9165626 M21/G02 F 182,000.00 ZZ 360 181,639.24 1 6.050 1,097.04 75 5.800 1,097.04 MORENO VALLEY CA 92557 5 01/21/04 34 0437623929 05 04/01/04 0 0001340081 N 03/01/34 0 9165628 M21/R44 F 174,800.00 ZZ 360 174,408.37 1 7.500 1,222.23 80 7.000 1,222.23 DELHI CA 95315 5 01/21/04 34 0437611056 05 03/01/04 0 0001338869 O 02/01/34 0 1 9165630 M21/R44 F 127,000.00 ZZ 360 126,670.12 1 6.750 823.72 73 6.250 823.72 HESPERIA CA 92345 5 01/20/04 34 0437532666 05 03/01/04 0 0001338771 O 02/01/34 0 9165638 M21/G02 F 136,000.00 ZZ 180 135,030.14 1 5.600 1,118.47 70 5.350 1,118.47 CHICAGO IL 60620 5 01/30/04 34 0437601982 05 04/01/04 0 0001338989 O 03/01/19 0 9165640 M21/G02 F 358,570.00 ZZ 360 357,387.17 1 5.500 2,035.92 70 5.250 2,035.92 BRENTWOOD CA 94513 1 01/20/04 34 0437615479 05 03/01/04 0 0001339104 O 02/01/34 0 9165642 M21/R44 F 194,600.00 ZZ 360 194,247.19 1 6.500 1,230.01 70 6.000 1,230.01 SANTA MARIA CA 93454 5 01/28/04 34 0437611809 05 04/01/04 0 0001339236 O 03/01/34 0 9165668 M21/G02 F 281,500.00 ZZ 360 280,717.44 1 6.400 1,760.80 87 6.150 1,760.80 SANTA CLARITA CA 91387 5 01/23/04 34 0437539513 05 03/01/04 0 0001339687 O 02/01/34 0 9165700 M21/G02 F 255,000.00 ZZ 180 253,386.28 4 1 7.000 2,292.01 62 6.750 2,292.01 BELL CA 90201 5 01/28/04 34 0437623994 05 04/01/04 0 0001336590 N 03/01/19 0 9165702 M21/G02 F 120,000.00 ZZ 240 119,473.12 1 6.650 905.32 80 6.400 905.32 ROSAMOND CA 93560 5 01/29/04 34 0437606973 05 04/01/04 0 0001336675 O 03/01/24 0 9165704 M21/G02 F 215,000.00 ZZ 360 214,310.45 1 5.650 1,241.06 72 5.400 1,241.06 ANTIOCH CA 94509 5 01/16/04 34 0437613409 05 03/01/04 0 0001336369 O 02/01/34 0 9165712 M21/R44 F 164,000.00 ZZ 360 163,590.34 1 6.950 1,085.60 74 6.450 1,085.60 LANCASTER CA 93536 5 01/22/04 34 0437624000 05 03/01/04 0 0001336976 O 02/01/34 0 9165720 M21/R44 F 312,000.00 ZZ 360 311,455.95 1 6.700 2,013.27 90 6.200 2,013.27 WESTBURY NY 11590 5 01/27/04 34 0437540792 05 04/01/04 0 0001337287 O 03/01/34 0 9165728 M21/G02 F 196,000.00 ZZ 360 195,619.85 1 6.150 1,194.09 94 5.900 1,194.09 PALMDALE CA 93552 5 01/27/04 34 0437601941 05 04/01/04 0 1 0001337697 O 03/01/34 0 9165730 M21/R44 F 156,000.00 ZZ 360 155,573.63 1 6.488 984.80 52 5.988 984.80 NATIONAL CITY CA 91950 5 01/23/04 34 0437607385 05 03/01/04 0 0001337767 O 02/01/34 0 9165738 M21/G02 F 360,000.00 ZZ 360 359,315.04 1 6.250 2,216.59 89 6.000 2,216.59 CAMARILLO CA 93012 5 01/28/04 34 0437593502 09 04/01/04 0 0001335450 O 03/01/34 0 9165742 M21/G02 F 232,500.00 ZZ 360 231,896.05 1 6.750 1,508.00 74 6.500 1,508.00 CITY OF LOS ANG CA 90043 5 01/21/04 34 0437613292 05 03/01/04 0 0001335503 O 02/01/34 0 9165748 M21/G02 F 159,250.00 ZZ 360 158,844.34 1 6.850 1,043.50 65 6.600 1,043.50 CHINO HILLS CA 91709 5 01/26/04 34 0437555485 05 03/01/04 0 0001335595 O 02/01/34 0 9165758 M21/R44 F 335,000.00 ZZ 360 334,262.22 1 6.050 2,019.28 89 5.550 2,019.28 MILILANI HI 96789 5 02/03/04 34 0437535131 03 04/01/04 0 0001335658 O 03/01/34 0 1 9165794 M21/R44 F 278,500.00 ZZ 360 277,762.35 1 6.650 1,787.88 80 6.150 1,787.88 SAN DIEGO CA 92102 5 01/26/04 34 0437612914 05 03/01/04 0 0001334189 O 02/01/34 0 9165808 M21/G02 F 150,377.00 ZZ 360 149,903.71 1 5.750 877.56 60 5.500 877.56 LAWNDALE CA 90260 5 01/22/04 34 0437557135 01 03/01/04 0 0001334293 O 02/01/34 0 9165810 M21/G02 F 137,000.00 ZZ 360 136,568.58 1 5.750 799.49 64 5.500 799.49 LONG BEACH CA 90813 5 01/23/04 34 0437593213 05 03/01/04 0 0001334371 O 02/01/34 0 9165820 M21/G02 F 108,150.00 ZZ 240 107,443.43 1 5.990 774.20 56 5.740 774.20 RIVERSIDE CA 92503 5 01/26/04 34 0437605595 05 03/01/04 0 0001333487 O 02/01/24 0 9165824 M21/R44 F 172,000.00 ZZ 360 171,482.76 1 5.990 1,030.12 54 5.490 1,030.12 CITY OF LOS ANG CA 91406 5 01/22/04 34 0437550098 05 03/01/04 0 0001331705 O 02/01/34 0 9165870 M21/G02 F 225,000.00 ZZ 360 224,651.36 1 7.300 1,542.54 71 7.050 1,542.54 1 SAN FERNANDO CA 91340 5 01/29/04 34 0437539836 05 04/01/04 0 0001330146 O 03/01/34 0 9165888 M21/G02 F 59,000.00 ZZ 360 58,574.19 1 6.650 378.76 66 6.400 378.76 HOUSTON TX 77067 5 01/30/04 34 0437624182 03 04/01/04 0 0001330644 O 03/01/34 0 9165894 M21/G02 F 60,000.00 ZZ 360 59,893.31 1 6.600 383.20 51 6.350 383.20 BLUE ROCK OH 43720 5 01/31/04 34 0437556939 05 04/01/04 0 0001330793 O 03/01/34 0 9165972 M21/R44 F 252,000.00 ZZ 360 251,219.50 1 6.550 1,601.11 78 6.050 1,601.11 SAN LEANDRO CA 94578 5 01/05/04 34 0437556327 05 03/01/04 0 0001270013 O 02/01/34 0 9165982 M21/G02 F 148,750.00 ZZ 360 148,528.52 1 7.500 1,040.08 85 7.250 1,040.08 SAN BERNARDINO CA 92404 5 01/30/04 34 0437555931 05 04/01/04 0 0001354688 O 03/01/34 0 9165984 M21/G02 F 235,000.00 ZZ 360 234,359.22 1 6.500 1,485.36 88 6.250 1,485.36 FONTANA CA 92337 5 01/23/04 34 0437609910 05 03/01/04 0 0001351896 O 02/01/34 0 1 9165994 M21/R44 F 303,750.00 ZZ 360 303,062.66 1 7.450 2,113.48 75 6.950 2,113.48 ELK GROVE CA 95758 5 01/20/04 34 0437612195 05 03/01/04 0 0001338223 O 02/01/34 0 9165996 M21/R44 F 103,000.00 ZZ 360 102,724.53 1 6.600 657.82 51 6.100 657.82 FONTANA CA 92336 5 01/23/04 34 0437612203 05 03/01/04 0 0001338277 O 02/01/34 0 9166028 M21/R44 F 135,000.00 ZZ 360 134,778.03 1 7.000 898.16 52 6.500 898.16 RIALTO CA 92376 1 02/02/04 34 0437610793 05 04/01/04 0 0001322425 O 03/01/34 0 9166034 M21/R44 F 180,000.00 ZZ 360 179,717.87 1 7.250 1,227.92 55 6.750 1,227.92 SANTA ANA CA 92704 5 01/26/04 34 0437614175 01 04/01/04 0 0001321995 O 03/01/34 0 9166042 M21/G02 F 337,500.00 ZZ 360 336,496.59 1 6.050 2,034.35 88 5.800 2,034.35 EL CAJON CA 92021 5 01/23/04 34 0437562473 05 03/01/04 0 0001322485 O 02/01/34 0 9166048 M21/G02 F 190,844.00 ZZ 360 190,260.18 1 1 5.900 1,131.97 76 5.650 1,131.97 LONG BEACH CA 90805 5 01/15/04 34 0437611635 05 03/01/04 0 0001322498 O 02/01/34 0 9166096 M21/G02 F 287,000.00 ZZ 360 286,209.82 1 6.450 1,804.61 63 6.200 1,804.61 REDONDO BEACH CA 90277 5 01/20/04 34 0437541634 05 03/01/04 0 0001321914 O 02/01/34 0 9166114 M21/G02 F 142,000.00 ZZ 240 141,045.82 1 5.750 996.96 67 5.500 996.96 LANCASTER CA 93535 5 01/14/04 34 0437609878 05 03/01/04 0 0001319574 O 02/01/24 0 9166128 M21/R44 F 52,800.00 ZZ 360 52,735.13 1 8.450 404.12 80 7.950 404.12 BEAUMONT TX 77705 5 02/04/04 34 0437614860 05 04/01/04 0 0001319122 O 03/01/34 0 9166170 M21/G02 F 119,000.00 ZZ 240 118,513.37 1 6.500 887.24 70 6.250 887.24 SACRAMENTO CA 95824 5 01/28/04 34 0437608045 05 04/01/04 0 0001318717 O 03/01/24 0 9166186 M21/G02 F 207,000.00 ZZ 360 206,578.87 2 5.900 1,227.80 79 5.650 1,227.80 STATEN ISLAND NY 10306 5 01/29/04 34 0437535537 05 04/01/04 0 1 0001315935 O 03/01/34 0 9166204 M21/R44 F 84,600.00 ZZ 360 84,500.52 1 8.663 660.30 90 8.163 660.30 WHITE PIGEON MI 49099 5 01/30/04 34 0437556194 05 04/01/04 0 0001316481 O 03/01/34 0 9166208 M21/G02 F 234,000.00 ZZ 180 231,484.27 1 6.125 1,990.47 90 5.875 1,990.47 RIALTO CA 92376 5 01/22/04 34 0437543010 05 03/01/04 0 0001316822 O 02/01/19 0 9166210 M21/R44 F 112,000.00 ZZ 180 111,194.54 1 5.500 915.14 80 5.000 915.14 ARLINGTON TX 76016 5 01/30/04 34 0437563695 05 04/01/04 0 0001316842 O 03/01/19 0 9166214 M21/G02 F 265,600.00 ZZ 360 264,710.86 1 6.300 1,643.99 80 6.050 1,643.99 LA MIRADA CA 90638 5 01/23/04 34 0437549470 01 03/01/04 0 0001316884 O 02/01/34 0 9166218 M21/G02 F 227,000.00 ZZ 360 226,410.37 1 6.750 1,472.32 62 6.500 1,472.32 RICHMOND CA 94804 5 01/27/04 34 0437612310 05 03/01/04 0 0001315598 O 02/01/34 0 1 9166220 M21/G02 F 195,500.00 ZZ 360 194,896.24 1 5.850 1,153.34 85 5.600 1,153.34 LOS ANGELES CA 90063 5 01/22/04 34 0437614993 05 03/01/04 0 0001312268 O 02/01/34 0 9167118 E22/G02 F 50,000.00 ZZ 360 49,932.68 1 8.000 366.88 87 7.750 366.88 TALLASSEE AL 36078 5 02/26/04 34 0419804695 05 04/01/04 0 0419804695 O 03/01/34 0 9167648 M21/R44 F 372,000.00 ZZ 360 370,829.23 1 5.750 2,170.89 82 5.250 2,170.89 SAN DIEGO CA 92154 5 01/15/04 34 0437593361 03 03/01/04 0 0001281262 O 02/01/34 0 9167656 M21/R44 F 290,000.00 ZZ 360 289,369.65 1 5.550 1,655.70 75 5.050 1,655.70 BALDWIN NY 11510 5 02/03/04 34 0437546989 05 04/01/04 0 0001352166 O 03/01/34 0 9167658 M21/G02 F 82,400.00 ZZ 360 82,288.83 1 7.990 604.05 80 7.740 604.05 HOUSTON TX 77055 5 02/03/04 34 0437563620 05 04/01/04 0 0001352182 O 03/01/34 0 9167678 M21/G02 F 203,000.00 ZZ 360 202,322.30 1 5.500 1,152.61 70 5.250 1,152.61 1 VACAVILLE CA 95687 5 01/22/04 34 0437609399 05 03/01/04 0 0001331415 O 02/01/34 0 9167702 M21/R44 F 84,200.00 ZZ 360 84,042.84 1 6.350 523.93 64 5.850 523.93 YUCCA VALLEY CA 92284 5 01/31/04 34 0437572175 05 04/01/04 0 0001325937 O 03/01/34 0 9167732 M21/R44 F 201,000.00 ZZ 360 200,457.19 1 6.550 1,277.08 81 6.050 1,277.08 MATHER CA 95655 5 01/26/04 34 0437608656 05 03/01/04 0 0001326446 O 02/01/34 0 9167736 M21/R44 F 150,000.00 ZZ 360 149,362.60 1 5.990 898.36 59 5.490 898.36 LOS ANGELES CA 91243 5 01/21/04 34 0437541717 01 03/01/04 0 0001326514 O 02/01/34 0 9167742 M21/G02 F 290,000.00 ZZ 360 289,453.51 1 6.300 1,795.03 79 6.050 1,795.03 HACIENDA HEIGHT CA 91745 5 01/29/04 34 0437607799 05 04/01/04 0 0001326731 O 03/01/34 0 9167792 M21/G02 F 156,750.00 ZZ 360 156,491.77 1 6.990 1,041.81 90 6.740 1,041.81 REISTERSTOWN MD 21136 5 01/30/04 34 0437558893 05 04/01/04 0 0001323292 O 03/01/34 0 1 9167800 M21/G02 F 79,450.00 ZZ 180 78,726.17 1 5.500 649.18 85 5.250 649.18 NEW BLOOMFIELD PA 17068 5 01/28/04 34 0437549033 05 04/01/04 0 0001323041 O 03/01/19 0 9167804 M21/G02 F 277,250.00 ZZ 360 276,335.41 1 5.500 1,574.20 53 5.250 1,574.20 SAN CLEMENTE CA 92672 5 01/23/04 34 0437611122 05 03/01/04 0 0001323493 O 02/01/34 0 9167812 M21/R44 F 332,000.00 ZZ 360 331,321.36 1 5.875 1,963.91 79 5.375 1,963.91 LONG BEACH CA 90808 5 01/30/04 34 0437607559 05 04/01/04 0 0001323739 O 03/01/34 0 9167836 M21/R44 F 340,000.00 ZZ 360 339,274.74 1 5.650 1,962.61 80 5.150 1,962.61 AIEA HI 96701 5 02/02/04 34 0437547706 05 04/01/04 0 0001312676 O 03/01/34 0 9167856 M21/G02 F 93,200.00 ZZ 240 92,842.21 1 7.025 723.98 80 6.775 723.98 AUSTIN TX 78748 5 02/04/04 34 0437624729 05 04/01/04 0 0001313204 O 03/01/24 0 9167870 M21/R44 F 212,000.00 ZZ 360 211,369.69 1 1 6.050 1,277.88 70 5.550 1,277.88 SAN DIEGO CA 92113 5 01/15/04 34 0437556624 05 03/01/04 0 0001313777 O 02/01/34 0 9167936 M21/G02 F 104,000.00 ZZ 360 103,815.07 1 6.600 664.21 70 6.350 664.21 LAKE ARROWHEAD CA 92352 5 01/28/04 34 0437602220 05 04/01/04 0 0001310200 O 03/01/34 0 9167966 M21/R44 F 160,000.00 ZZ 360 159,773.41 1 7.750 1,146.26 50 7.250 1,146.26 SAN DIEGO CA 92114 5 01/27/04 00 0437602287 05 04/01/04 0 0001309280 O 03/01/34 0 9167988 M21/G02 F 130,500.00 ZZ 360 129,970.78 1 6.650 837.76 90 6.400 837.76 SACRAMENTO CA 95822 5 01/17/04 34 0437543150 07 03/01/04 0 0001307934 O 02/01/34 0 9167994 M21/G02 F 393,000.00 ZZ 360 391,774.78 1 5.800 2,305.94 75 5.550 2,305.94 LA VERNE CA 91750 5 01/21/04 34 0437624851 05 03/01/04 0 0001308219 O 02/01/34 0 9168022 M21/G02 F 235,000.00 ZZ 360 234,508.11 1 5.750 1,371.40 74 5.500 1,371.40 CHINO CA 91710 5 01/27/04 34 0437555683 05 04/01/04 0 1 0001305277 O 03/01/34 0 9168032 M21/G02 F 136,000.00 ZZ 360 135,587.87 1 5.950 811.03 76 5.700 811.03 PALMDALE CA 93550 5 01/24/04 34 0437611296 05 03/01/04 0 0001305936 O 02/01/34 0 9168058 M21/R44 F 71,350.00 ZZ 360 71,255.88 1 9.250 586.98 90 8.750 586.98 SAN JUAN TX 78589 2 02/04/04 34 0437623838 05 04/01/04 0 0001307109 O 03/01/34 0 9168074 M21/G02 F 100,000.00 ZZ 180 98,842.77 1 6.500 871.11 38 6.250 871.11 HONOLULU HI 96815 1 02/02/04 00 0437570757 01 04/01/04 0 0001304040 O 03/01/19 0 9168086 M21/G02 F 60,000.00 ZZ 240 59,682.75 1 7.750 492.57 80 7.500 492.57 CABLE OH 43009 5 01/30/04 34 0437593221 05 03/01/04 0 0001304110 O 02/01/24 0 9168114 M21/G02 F 95,500.00 ZZ 360 95,249.48 1 6.700 616.25 58 6.450 616.25 BLOOMINGTON CA 92316 5 01/15/04 34 0437612302 05 03/01/04 0 0001304905 O 02/01/34 0 1 9168150 M21/R44 F 325,800.00 ZZ 360 324,919.44 1 6.550 2,070.01 90 6.050 2,070.01 ANAHEIM CA 92804 5 01/13/04 34 0437608847 05 03/01/04 0 0001303519 O 02/01/34 0 9168166 M21/G02 F 178,500.00 ZZ 360 177,938.21 1 5.750 1,041.68 55 5.500 1,041.68 INGLEWOOD CA 90304 5 01/14/04 34 0437612880 05 03/01/04 0 0001299541 O 02/01/34 0 9168170 M21/G02 F 125,000.00 ZZ 360 124,668.92 4 6.650 802.46 38 6.400 802.46 LOS ANGELES CA 90023 5 01/22/04 00 0437611700 05 03/01/04 0 0001299627 O 02/01/34 0 9168248 M21/R44 F 120,000.00 ZZ 360 119,723.00 1 7.350 826.77 60 6.850 826.77 CORAL SPRINGS FL 33065 5 01/26/04 00 0437541246 05 03/01/04 0 0001296966 O 02/01/34 0 9168266 M21/G02 F 64,600.00 ZZ 360 64,458.12 1 7.600 456.13 95 7.350 456.13 CANTON OH 44706 5 01/28/04 34 0437532484 05 03/01/04 0 0001298371 O 02/01/34 0 9169216 E22/G02 F 68,000.00 TX 180 67,799.10 1 7.750 640.07 80 7.500 640.07 1 LA MARQUE TX 77568 5 02/27/04 34 0419893979 05 05/01/04 0 0419893979 O 04/01/19 0 9169298 E22/R44 F 63,200.00 TX 360 63,112.73 1 7.875 458.24 80 7.375 458.24 SAN ANTONIO TX 78209 5 02/27/04 34 0419799887 05 04/01/04 0 0419799887 O 03/01/34 0 9169618 W51/G02 F 88,000.00 ZZ 360 87,867.65 1 7.450 612.30 80 7.200 612.30 AUGUSTA GA 30901 1 02/17/04 34 0437527609 05 04/01/04 0 11134 N 03/01/34 0 9173416 Y55/R44 F 50,000.00 TX 180 49,722.80 1 9.625 525.89 72 9.125 525.89 ODESSA TX 79761 5 02/13/04 00 0437602881 05 04/01/04 0 410657 O 03/01/19 0 9173532 Y55/R44 F 11,390.00 ZZ 360 11,385.52 1 13.690 132.17 10 13.190 132.17 NEWNAN GA 30263 1 02/24/04 00 0437534878 05 04/01/04 0 2421049 O 03/01/34 0 9173816 Y55/R44 F 26,280.00 ZZ 360 26,251.66 1 9.080 212.97 20 8.580 212.97 GOODLETTSVILLE TN 37072 1 02/26/04 00 0437534100 05 04/01/04 0 2384728 O 03/01/34 0 1 9173828 Y55/R44 F 27,800.00 ZZ 360 27,776.28 1 10.190 247.88 20 9.690 247.88 PINE MOUNTIAIN GA 31822 1 02/24/04 00 0437535735 05 04/01/04 0 2384966 O 03/01/34 0 9175462 M21/G02 F 129,000.00 ZZ 360 128,428.55 1 5.750 752.81 32 5.500 752.81 LOS ANGELES CA 91304 5 02/13/04 00 0437602378 05 04/01/04 0 1359014 O 03/01/34 0 9175464 M21/G02 F 65,250.00 ZZ 180 64,464.70 1 6.250 559.47 41 6.000 559.47 BAKERSFIELD CA 93309 5 02/19/04 00 0437574049 05 04/01/04 0 1359175 O 03/01/19 0 9175480 M21/G02 F 238,000.00 ZZ 360 237,487.52 1 5.600 1,366.31 85 5.350 1,366.31 ORANGEVALE CA 95662 5 02/25/04 34 0437602329 05 04/01/04 0 1360501 O 03/01/34 0 9175486 M21/R44 F 198,750.00 ZZ 360 198,353.29 1 6.000 1,191.61 75 5.500 1,191.61 CITY OF LOS ANG CA 91335 5 02/03/04 34 0437556483 01 04/01/04 0 1360681 O 03/01/34 0 9175500 M21/R44 F 135,000.00 ZZ 240 134,403.53 1 1 6.600 1,014.49 75 6.100 1,014.49 BAKERSFIELD CA 93313 5 02/13/04 34 0437566516 05 04/01/04 0 1361731 O 03/01/24 0 9175514 M21/R44 F 103,000.00 ZZ 360 102,819.52 1 6.675 662.93 72 6.175 662.93 BRADENTO FL 34205 5 02/13/04 34 0437547375 05 04/01/04 0 1362130 O 03/01/34 0 9175528 M21/R44 F 141,000.00 ZZ 360 140,772.69 1 7.100 947.57 85 6.600 947.57 FRESNO CA 93710 5 02/06/04 34 0437602311 05 04/01/04 0 1362618 O 03/01/34 0 9175580 M21/R44 F 395,203.00 ZZ 360 394,493.44 2 6.550 2,510.96 85 6.050 2,510.96 LOS ANGELES CA 90004 5 02/09/04 34 0437612831 05 04/01/04 0 1371985 O 03/01/34 0 9175588 M21/G02 F 441,000.00 ZZ 360 440,245.87 1 6.800 2,875.00 90 6.550 2,875.00 MIRA LOMA CA 91752 5 02/18/04 34 0437624091 05 04/01/04 0 1372938 O 03/01/34 0 9175636 M21/G02 F 329,000.00 ZZ 360 328,210.87 1 5.750 1,919.96 70 5.500 1,919.96 SALINAS CA 93906 5 02/11/04 34 0437596331 05 04/01/04 0 1 1346509 O 03/01/34 0 9175678 M21/G02 F 268,000.00 ZZ 360 267,465.07 1 6.000 1,606.80 80 5.750 1,606.80 LEVITTOWN NY 11756 1 02/24/04 34 0437558299 05 04/01/04 0 1317104 O 03/01/34 0 9175750 M21/G02 F 214,500.00 ZZ 360 214,197.75 1 7.775 1,540.42 65 7.525 1,540.42 DUARTE CA 91010 5 02/17/04 34 0437602162 05 04/01/04 0 1376690 O 03/01/34 0 9175774 M21/G02 F 50,000.00 ZZ 240 45,286.88 1 7.050 389.16 74 6.800 389.16 KOKOMO IN 46902 5 02/23/04 34 0437546625 05 04/01/04 0 1387894 O 03/01/24 0 9175818 M21/G02 F 172,250.00 ZZ 240 171,475.68 1 5.700 1,204.43 65 5.450 1,204.43 FONTANA CA 92337 5 02/18/04 34 0437607963 05 04/01/04 0 1373919 O 03/01/24 0 9175828 M21/G02 F 160,000.00 ZZ 360 159,715.50 1 6.600 1,021.86 72 6.350 1,021.86 WEST COVINA CA 91792 5 02/09/04 34 0437611544 03 04/01/04 0 1374047 O 03/01/34 0 1 9175838 M21/G02 F 190,000.00 ZZ 360 189,638.48 1 6.250 1,169.87 81 6.000 1,169.87 REDDING CA 96002 5 02/12/04 34 0437624372 05 04/01/04 0 1374600 O 03/01/34 0 9175850 M21/R44 F 274,500.00 ZZ 360 273,997.50 1 6.450 1,726.01 85 5.950 1,726.01 SAN FERNANDO CA 91340 5 02/09/04 34 0437567803 05 04/01/04 0 1371806 O 03/01/34 0 9175852 M21/G02 F 224,900.00 ZZ 360 224,429.23 1 5.750 1,312.46 57 5.500 1,312.46 SAN DIEGO CA 92119 5 02/10/04 34 0437571185 05 04/01/04 0 1371811 O 03/01/34 0 9175866 M21/G02 F 100,000.00 ZZ 360 99,796.56 1 5.900 593.14 80 5.650 593.14 NEW CUYAMA CA 93254 5 02/20/04 34 0437602238 05 04/01/04 0 1372022 O 03/01/34 0 9175888 M21/G02 F 475,000.00 ZZ 360 474,042.81 1 5.950 2,832.62 85 5.700 2,832.62 TEMECULA CA 92592 5 02/18/04 34 0437602360 05 04/01/04 0 1373195 O 03/01/34 0 9175918 M21/G02 F 66,600.00 T 180 66,194.70 1 7.450 615.50 90 7.200 615.50 1 JACKSONVILLE FL 32208 5 02/19/04 34 0437544620 05 04/01/04 0 1305390 O 03/01/19 0 9175964 M21/R44 F 250,000.00 ZZ 360 249,451.46 1 5.500 1,419.47 74 5.000 1,419.47 STOCKTON CA 95204 5 01/28/04 34 0437602485 05 04/01/04 0 1319237 O 03/01/34 0 9175970 M21/G02 F 235,000.00 ZZ 360 234,484.38 1 5.500 1,334.30 31 5.250 1,334.30 SOLANA BEACH CA 92075 5 02/09/04 00 0437561483 05 04/01/04 0 1320345 O 03/01/34 0 9175980 M21/R44 F 55,800.00 ZZ 360 55,720.98 1 7.750 399.76 90 7.250 399.76 PERKINS OK 74059 5 02/02/04 34 0437565104 05 04/01/04 0 1322020 O 03/01/34 0 9176072 M21/R44 F 120,000.00 ZZ 360 119,615.14 1 5.650 692.68 75 5.150 692.68 HELENDALE AREA CA 92342 5 01/23/04 34 0437602048 03 03/01/04 0 1333633 O 02/01/34 0 9176074 M21/R44 F 145,000.00 ZZ 360 144,554.32 1 5.875 857.73 51 5.375 857.73 POMONA CA 91767 5 01/15/04 34 0437624505 05 03/01/04 0 1334041 O 02/01/34 0 1 9176078 M21/R44 F 170,000.00 ZZ 240 169,222.27 1 5.550 1,174.22 75 5.050 1,174.22 FONTANA CA 92335 5 01/27/04 34 0437544802 05 04/01/04 0 1335023 O 03/01/24 0 9176084 M21/G02 F 275,000.00 ZZ 360 274,461.68 1 6.250 1,693.23 46 6.000 1,693.23 CITY OF LOS ANG CA 90045 5 02/12/04 00 0437605827 05 04/01/04 0 1336232 O 03/01/34 0 9176086 M21/R44 F 199,750.00 ZZ 360 199,420.91 1 6.990 1,327.60 85 6.490 1,327.60 STOCKTON CA 95206 5 01/29/04 34 0437557580 05 04/01/04 0 1336233 O 03/01/34 0 9176090 M21/G02 F 127,200.00 ZZ 360 126,501.44 1 6.400 795.65 80 6.150 795.65 MESQUITE TX 75150 5 02/17/04 34 0437624539 05 04/01/04 0 1337502 O 03/01/34 0 9176092 M21/R44 F 221,250.00 ZZ 360 220,885.50 1 6.990 1,470.50 75 6.490 1,470.50 LOS ANGELES CA 91352 5 02/13/04 00 0437569361 05 04/01/04 0 1337581 O 03/01/34 0 9176096 M21/G02 F 51,000.00 ZZ 360 50,909.75 1 1 6.625 326.56 15 6.375 326.56 WHITTIER CA 90601 5 02/04/04 00 0437610462 05 04/01/04 0 1337700 O 03/01/34 0 9176118 M21/R44 F 156,800.00 ZZ 240 156,166.44 1 6.600 1,178.31 70 6.100 1,178.31 MORENO VALLEY CA 92555 5 02/02/04 34 0437571193 05 04/01/04 0 1340192 O 03/01/24 0 9176120 M21/R44 F 84,500.00 ZZ 360 84,323.13 1 5.750 493.12 66 5.250 493.12 DALLAS TX 75227 5 02/23/04 34 0437624588 05 04/01/04 0 1340297 O 03/01/34 0 9176124 M21/G02 F 265,000.00 ZZ 360 264,495.79 1 6.250 1,631.66 65 6.000 1,631.66 LOS ANGELES CA 90041 5 01/28/04 34 0437606858 05 04/01/04 0 1340802 O 03/01/34 0 9176140 M21/G02 F 269,183.00 ZZ 360 268,650.80 1 6.050 1,622.56 90 5.800 1,622.56 HAYWARD CA 94544 5 02/04/04 34 0437624638 01 04/01/04 0 1342769 O 03/01/34 0 9176142 M21/G02 F 250,000.00 ZZ 360 249,496.22 1 5.950 1,490.85 85 5.700 1,490.85 COMPTON CA 90220 5 02/04/04 34 0437624646 05 04/01/04 0 1 1342824 O 03/01/34 0 9176152 M21/R44 F 345,000.00 ZZ 360 344,298.12 2 5.900 2,046.33 90 5.400 2,046.33 OCEANSIDE CA 92054 5 02/06/04 34 0437608375 05 04/01/04 0 1343408 O 03/01/34 0 9176210 M21/G02 F 242,000.00 ZZ 360 241,469.02 1 5.500 1,374.05 90 5.250 1,374.05 FRESNO CA 93710 5 02/10/04 34 0437611221 05 04/01/04 0 1350008 O 03/01/34 0 9176252 M21/R44 F 342,000.00 ZZ 360 341,394.85 1 6.625 2,189.87 90 6.125 2,189.87 TEMECULA CA 92592 5 02/11/04 34 0437607823 05 04/01/04 0 1351936 O 03/01/34 0 9176280 M21/G02 F 169,200.00 ZZ 360 168,715.86 1 6.250 1,041.79 90 6.000 1,041.79 PALMDALE CA 93552 5 01/28/04 34 0437571292 05 03/01/04 0 1354307 O 02/01/34 0 9176318 M21/G02 F 72,000.00 ZZ 360 71,890.62 1 7.400 498.52 90 7.150 498.52 CINCINNATI OH 45251 5 02/19/04 34 0437624737 05 04/01/04 0 1356598 O 03/01/34 0 1 9176320 M21/R44 F 185,400.00 ZZ 360 185,076.70 1 6.700 1,196.35 90 6.200 1,196.35 RANCHO CUCAMONG CA 91730 5 02/12/04 34 0437611429 01 04/01/04 0 1356930 O 03/01/34 0 9176328 M21/G02 F 255,500.00 ZZ 360 255,009.18 1 6.200 1,564.86 78 5.950 1,564.86 SAN DIEGO CA 92114 5 02/05/04 34 0437611551 05 04/01/04 0 1357186 O 03/01/34 0 9176334 M21/R44 F 113,400.00 ZZ 360 113,222.54 1 7.250 773.59 90 6.750 773.59 LAS VEGAS NV 89147 5 02/17/04 34 0437576606 01 04/01/04 0 1357911 O 03/01/34 0 9176350 M21/G02 F 250,000.00 ZZ 360 249,576.66 1 6.850 1,638.15 43 6.600 1,638.15 SAN JOSE CA 95125 5 02/12/04 00 0437607054 05 04/01/04 0 1370432 O 03/01/34 0 9176366 M21/G02 F 153,100.00 ZZ 360 152,814.25 1 6.350 952.65 57 6.100 952.65 AVERY CA 95224 5 02/20/04 34 0437559024 05 04/01/04 0 1370898 O 03/01/34 0 9176368 M21/G02 F 235,000.00 ZZ 360 234,484.36 1 5.500 1,334.31 56 5.250 1,334.31 1 SIMI VALLEY CA 93063 5 02/07/04 34 0437547516 05 04/01/04 0 1370925 O 03/01/34 0 9176380 M21/R44 F 132,060.00 ZZ 360 131,806.31 1 6.200 808.83 62 5.700 808.83 LOS BANOS CA 93635 5 02/18/04 34 0437611361 05 04/01/04 0 1255771 O 03/01/34 0 9176384 M21/G02 F 110,500.00 ZZ 360 110,307.30 1 6.700 713.04 85 6.450 713.04 RED BLUFF CA 96080 1 02/17/04 34 0437624760 05 04/01/04 0 1262348 O 03/01/34 0 9176460 M21/R44 F 206,400.00 ZZ 360 205,959.73 1 5.650 1,191.42 80 5.150 1,191.42 MILILANI HI 96789 5 02/20/04 34 0437564669 01 04/01/04 0 1363410 O 03/01/34 0 9176470 M21/G02 F 140,000.00 ZZ 360 138,854.03 1 6.650 898.76 85 6.400 898.76 INDIO CA 92201 5 01/30/04 34 0437611247 05 03/01/04 0 1364114 O 02/01/34 0 9176488 M21/G02 F 101,150.00 ZZ 360 100,932.18 1 5.600 580.69 85 5.350 580.69 LEXINGTON KY 40504 5 02/18/04 34 0437550031 05 04/01/04 0 1364223 O 03/01/34 0 1 9176494 M21/G02 F 256,000.00 ZZ 360 255,464.16 1 5.750 1,493.95 80 5.500 1,493.95 WEST COVINA CA 91792 5 02/11/04 34 0437606759 05 04/01/04 0 1364774 O 03/01/34 0 9176512 M21/R44 F 181,000.00 ZZ 360 180,699.45 1 6.950 1,198.13 89 6.450 1,198.13 FRESNO CA 93722 5 02/13/04 34 0437571235 05 04/01/04 0 1365876 O 03/01/34 0 9176516 M21/G02 F 147,200.00 ZZ 360 146,861.01 1 6.150 896.79 80 5.900 896.79 SAN JACINTO CA 92582 5 02/09/04 34 0437566557 05 04/01/04 0 1366339 O 03/01/34 0 9176522 M21/G02 F 176,250.00 ZZ 360 175,939.64 1 6.650 1,131.47 58 6.400 1,131.47 SANTA MARIA CA 93454 5 02/20/04 34 0437602014 05 04/01/04 0 1366668 O 03/01/34 0 9176532 M21/R44 F 109,800.00 ZZ 360 109,610.38 1 6.750 712.17 90 6.250 712.17 PLAQUEMINE LA 70764 5 02/20/04 34 0437567514 05 04/01/04 0 1367625 O 03/01/34 0 9176534 M21/G02 F 253,650.00 ZZ 360 253,148.52 1 1 6.050 1,528.93 57 5.800 1,528.93 SALINAS CA 93906 5 02/18/04 34 0437624901 05 04/01/04 0 1367684 O 03/01/34 0 9176540 M21/R44 F 152,000.00 ZZ 360 151,707.99 1 6.200 930.96 80 5.700 930.96 MADERA CA 93637 1 02/19/04 34 0437561392 05 04/01/04 0 1367859 O 03/01/34 0 9176542 M21/R44 F 169,000.00 ZZ 360 168,678.46 1 6.250 1,040.56 85 5.750 1,040.56 SAN JACINTO CA 92583 5 02/10/04 34 0437606395 05 04/01/04 0 1368030 O 03/01/34 0 9176560 M21/R44 F 346,500.00 ZZ 360 345,859.54 1 6.400 2,167.38 90 5.900 2,167.38 WINCHESTER CA 92596 5 02/10/04 34 0437561418 05 04/01/04 0 1368455 O 03/01/34 0 9176574 M21/R44 F 77,000.00 ZZ 360 76,373.69 1 6.500 486.70 87 6.000 486.70 MIAMI FL 33172 5 02/20/04 34 0437570815 01 04/01/04 0 1368975 O 03/01/34 0 9176578 M21/R44 F 312,000.00 ZZ 360 311,445.24 1 6.600 1,992.62 80 6.100 1,992.62 VISTA CA 92084 5 02/12/04 34 0437575392 05 04/01/04 0 1 1369207 O 03/01/34 0 9176606 M21/R44 F 250,000.00 ZZ 180 247,505.15 2 6.450 2,170.91 46 5.950 2,170.91 STATEN ISLAND NY 10308 5 01/09/04 00 0437562051 05 03/01/04 0 1286172 O 02/01/19 0 9176614 M21/R44 F 51,600.00 ZZ 180 51,182.27 1 8.850 518.77 80 8.350 518.77 ORANGE GROVE TX 78372 5 01/21/04 00 0437624950 05 03/01/04 0 1288824 O 02/01/19 0 9176650 M21/G02 F 75,000.00 ZZ 360 74,783.31 1 6.200 459.36 35 5.950 459.36 GLENDALE CA 91207 5 01/05/04 00 0437569007 01 03/01/04 0 1292984 O 02/01/34 0 9176654 M21/R44 F 240,000.00 ZZ 360 239,200.70 1 5.600 1,377.79 61 5.100 1,377.79 SALINAS CA 93907 5 01/21/04 34 0437602352 05 03/01/04 0 1293516 O 02/01/34 0 9176682 M21/G02 F 78,400.00 ZZ 240 78,097.74 1 6.990 607.37 80 6.740 607.37 SAN ANTONIO TX 78250 5 02/18/04 34 0437572787 03 04/01/04 0 999975 O 03/01/24 0 1 9176690 M21/R44 F 48,000.00 ZZ 360 47,897.70 1 7.750 343.88 35 7.250 343.88 MIAMI FL 33055 5 01/22/04 00 0437625049 05 03/01/04 0 1202680 O 02/01/34 0 9176692 M21/G02 F 146,250.00 ZZ 360 145,929.09 1 5.500 830.40 75 5.250 830.40 NORWALK CA 90650 5 02/09/04 34 0437611569 05 04/01/04 0 1218263 O 03/01/34 0 9176704 M21/R44 F 340,000.00 ZZ 360 339,321.35 1 6.000 2,038.48 85 5.500 2,038.48 HAYWARD CA 94545 5 02/19/04 34 0437611189 05 04/01/04 0 1239045 O 03/01/34 0 9176832 E22/R44 F 30,000.00 ZZ 180 29,918.92 1 8.750 299.83 48 8.250 299.83 PICAYUNE MS 39466 1 03/05/04 00 0419977012 05 05/01/04 0 0419977012 O 04/01/19 0 9177430 E22/G02 F 85,500.00 ZZ 360 85,441.16 1 7.875 619.93 95 7.625 619.93 SPOKANE VALLEY WA 99206 2 02/27/04 34 0419725817 05 05/01/04 0 0419725817 O 04/01/34 0 9179340 P87/R44 F 119,000.00 ZZ 180 118,294.57 1 7.750 1,120.12 73 7.250 1,120.12 1 HAZEL CREST IL 60429 5 02/13/04 34 0437579964 05 04/01/04 0 BCCX83499 O 03/01/19 0 9180048 X64/R44 F 144,000.00 ZZ 360 143,815.73 1 8.250 1,081.82 80 7.750 1,081.82 HOLLY MI 48442 5 02/20/04 34 0437555519 05 04/01/04 0 0000020379 O 03/01/34 0 9180846 A52/G02 F 130,500.00 ZZ 180 130,092.73 1 7.125 1,182.11 90 6.875 1,182.11 DOUGLASVILLE GA 30135 5 03/05/04 34 0437547243 05 05/01/04 0 28682 O 04/01/19 0 9181176 Q67/R44 F 31,000.00 ZZ 180 30,972.40 1 9.990 271.82 20 9.490 271.82 INDIANAPOLIS IN 46220 5 02/16/04 00 0437601271 05 04/01/04 0 50S92665 O 03/01/19 0 9181186 Q67/U58 F 18,000.00 ZZ 180 17,991.60 1 9.750 154.65 8 9.250 154.65 SHAWNEE KS 66216 5 02/14/04 00 0437568017 05 04/01/04 0 60S92516 O 03/01/19 0 9181414 Q67/R44 F 26,985.00 ZZ 180 26,965.65 1 11.000 256.99 15 10.500 256.99 LOUISA VA 23093 1 02/18/04 00 0437635477 05 04/01/04 0 80S94304 O 03/01/19 0 1 9181660 E22/R44 F 113,400.00 ZZ 360 113,329.52 1 8.375 861.92 70 7.875 861.92 BOCA RATON FL 33428 5 03/02/04 00 0419067558 03 05/01/04 0 0419067558 O 04/01/34 0 9181700 E22/G02 F 600,000.00 TX 360 599,565.74 1 7.625 4,246.76 65 7.375 4,246.76 SUGAR LAND TX 77479 5 03/03/04 34 0419536107 03 05/01/04 0 0419536107 O 04/01/34 0 9182020 E22/G02 F 126,400.00 ZZ 360 126,306.19 1 7.500 883.81 80 7.250 883.81 SAPPHIRE NC 28774 2 03/08/04 34 0419828215 05 05/01/04 0 0419828215 O 04/01/34 0 9182376 E22/G02 F 28,500.00 ZZ 180 28,420.34 1 8.375 278.57 60 8.125 278.57 CLANTON AL 36045 5 03/03/04 34 0420001406 05 05/01/04 0 0420001406 O 04/01/19 0 9184608 Y55/R44 F 116,802.00 ZZ 360 116,521.73 1 5.930 695.04 79 5.430 695.04 HOUSTON TX 77083 2 02/23/04 00 0437544661 03 04/01/04 0 425431 O 03/01/34 0 9184728 Y55/R44 F 13,485.00 ZZ 360 13,482.54 1 1 13.990 159.67 15 13.490 159.67 PONCA CITY OK 74604 1 03/05/04 00 0437541659 05 05/01/04 0 2416102 O 04/01/34 0 9184806 T09/G02 F 96,000.00 ZZ 360 95,867.43 1 7.875 696.07 77 7.625 696.07 OLIVEHURST CA 95961 5 02/11/04 00 0437544992 27 04/01/04 0 2003004957 O 03/01/34 0 9185682 T24/R44 F 85,000.00 ZZ 360 84,913.81 1 9.375 706.99 71 8.875 706.99 JOLIET IL 60435 5 02/02/04 34 0437553258 05 04/01/04 0 0002939149 O 03/01/34 0 9185914 T24/R44 F 74,000.00 ZZ 360 73,842.29 1 7.750 530.15 79 7.250 530.15 BELEN NM 87002 5 01/20/04 34 0437545676 05 03/01/04 0 003019118 O 02/01/34 0 9186766 Y27/R44 F 52,000.00 ZZ 360 51,895.11 1 10.500 475.67 80 10.000 475.67 LAREDO TX 78043 1 12/01/03 34 0437544232 05 01/01/04 0 20030398 O 12/01/33 0 9187966 T91/R44 F 25,920.00 ZZ 180 25,744.19 1 10.800 291.36 60 10.300 291.36 SEMINOLE OK 74868 5 02/10/04 34 0437586266 05 03/17/04 0 1 20118876 O 02/17/19 0 9188464 X25/G02 F 80,750.00 ZZ 180 80,583.90 1 7.990 591.95 95 7.740 591.95 FAYETTEVILLE NC 28306 2 02/06/04 34 0437555923 05 03/11/04 0 227446804 O 02/11/19 0 9188570 X47/G02 F 208,000.00 ZZ 360 207,712.78 1 7.875 1,508.14 75 7.625 1,508.14 WHITE PLAINS MD 20695 5 02/23/04 34 0437565963 05 04/01/04 0 K12911 O 03/01/34 0 9189486 X25/R44 F 92,000.00 ZZ 180 91,766.81 1 6.875 604.37 74 6.375 604.37 DELRAY BEACH FL 33444 5 02/18/04 34 0437552524 05 03/23/04 0 31623 O 02/23/19 0 9189930 E22/G02 F 56,000.00 ZZ 360 55,957.39 1 7.375 386.78 80 7.125 386.78 LEXINGTON KY 40505 5 03/10/04 34 0419970397 05 05/01/04 0 0419970397 N 04/01/34 0 9190022 E22/G02 F 56,000.00 ZZ 360 55,957.39 1 7.375 386.78 80 7.125 386.78 LEXINGTON KY 40505 5 03/10/04 34 0419938246 05 05/01/04 0 0419938246 N 04/01/34 0 1 9190250 E22/G02 F 55,600.00 ZZ 240 55,416.37 1 8.250 473.75 80 8.000 473.75 MACON GA 31217 5 02/18/04 00 0419707088 27 04/01/04 0 0419707088 O 03/01/24 0 9190538 Q67/R44 F 110,400.00 ZZ 360 110,214.87 1 6.900 727.10 80 6.400 727.10 CHATTANOOGA TN 37421 5 02/25/04 34 0437608177 05 04/01/04 0 920192909 O 03/01/34 0 9190646 Q67/R44 F 19,600.00 ZZ 180 19,585.95 1 11.000 186.66 20 10.500 186.66 MT STERLING KY 40353 1 02/25/04 00 0437609035 05 04/01/04 0 920291247 O 03/01/19 0 9191100 A42/G02 F 75,000.00 ZZ 360 74,958.95 1 8.990 602.93 94 8.740 602.93 TOOELE UT 84074 5 03/03/04 34 0437630056 05 05/01/04 0 061040000746 O 04/01/34 0 9191436 Y78/G02 F 63,750.00 ZZ 360 63,634.43 1 6.500 402.94 75 6.250 402.94 LOWMANSVILLE KY 41232 2 03/01/04 00 0437693831 27 04/01/04 0 15192204 O 03/01/34 0 9193032 A50/R44 F 70,000.00 ZZ 360 69,871.87 1 8.500 538.24 70 8.000 538.24 1 ENTERPRISE AL 36330 5 01/27/04 34 0437578867 05 03/01/04 0 1184043 N 02/01/34 0 9193106 Y55/R44 F 86,700.00 ZZ 360 86,604.92 1 9.000 697.61 87 8.500 697.61 HUMBLE TX 77346 2 02/27/04 23 0437563794 05 04/01/04 0 410772 O 03/01/34 0 9193110 Y55/R44 F 142,200.00 ZZ 360 142,077.57 1 6.750 922.31 90 6.250 922.31 TAYLOR MI 48180 5 03/05/04 23 0437565344 05 05/01/04 0 425371 O 04/01/34 0 9193112 Y55/R44 F 169,200.00 ZZ 360 169,100.21 1 8.630 1,316.62 90 8.130 1,316.62 SHELBY TOWNSHIP MI 48316 5 03/01/04 23 0437562242 05 05/01/04 0 425443 O 04/01/34 0 9193228 Y55/R44 F 13,800.00 ZZ 360 13,797.30 1 13.690 160.13 15 13.190 160.13 UNION CITY GA 30291 1 03/09/04 00 0437565971 05 05/01/04 0 2384821 O 04/01/34 0 9193240 Y55/R44 F 26,400.00 ZZ 360 26,393.53 1 12.690 285.65 20 12.190 285.65 JACKSONVILLE FL 32244 1 03/05/04 00 0437568447 05 05/01/04 0 2406011 O 04/01/34 0 1 9193314 A50/R44 F 58,500.00 ZZ 360 58,435.86 1 9.000 470.70 75 8.500 470.70 ALBANY GA 31701 2 02/24/04 34 0437577174 05 04/01/04 0 02057099 O 03/01/34 0 9193446 U75/G02 F 225,150.00 ZZ 180 224,814.77 1 7.500 1,574.28 79 7.250 1,574.28 BERKLEY MI 48072 5 02/23/04 34 0437596307 05 04/01/04 0 0100007554 O 03/01/19 0 9194744 U85/G02 F 113,050.00 ZZ 180 112,408.76 1 8.250 1,096.74 85 8.000 1,096.74 FOND DU LAC WI 54935 5 02/16/04 23 0437596984 05 04/01/04 0 0401280010 O 03/01/19 0 9194846 Q87/G02 F 76,700.00 ZZ 360 76,588.61 1 7.625 542.88 90 7.375 542.88 WETUMPKA AL 36092 2 03/04/04 34 0437653314 05 04/09/04 0 TAFR01 O 03/09/34 0 9195668 U35/G02 F 64,600.00 ZZ 360 64,560.26 2 8.425 493.29 85 8.175 493.29 INDIANAPOLIS IN 46203 1 03/10/04 34 0437637606 05 05/01/04 0 15972444 N 04/01/34 0 9196282 E22/G02 F 158,650.00 ZZ 360 158,540.82 1 1 7.875 1,150.32 95 7.625 1,150.32 CATAWBA SC 29704 5 03/08/04 23 0419775994 05 05/01/04 0 0419775994 O 04/01/34 0 9198908 E22/G02 F 105,200.00 ZZ 360 105,121.93 1 7.500 735.57 85 7.250 735.57 FOWLER OH 44418 5 03/09/04 23 0420045528 27 05/01/04 0 0420045528 O 04/01/34 0 9198918 E22/G02 F 140,250.00 ZZ 360 140,140.59 1 7.250 956.75 85 7.000 956.75 HOLDEN MO 64040 5 03/09/04 23 0420050981 27 05/01/04 0 0420050981 O 04/01/34 0 9199356 X92/R44 F 63,000.00 ZZ 360 62,964.68 1 8.875 501.26

RASC Series 2004-KS5 Trust 8-K