Third Amendment Agreement dated as of November 25, 2008



 Exhibit 10.15 
 EXECUTION COPY 
 [As Corrected by Fourth Amendment] 
 THIRD AMENDMENT AGREEMENT 
 Dated as of November 25, 2008 
 by and among 
 RESIDENTIAL FUNDING COMPANY,
LLC, 
 as Borrower, 
 GMAC
MORTGAGE, LLC, 
 as Borrower, 
 RESIDENTIAL CAPITAL, LLC AND CERTAIN OTHER 
 AFFILIATES OF THE BORROWERS PARTY HERETO, 
 as Guarantors or Obligors, 
 and 
 GMAC LLC, 
 as Initial Lender and as Lender
Agent 
  







 This THIRD AMENDMENT AGREEMENT (this “Agreement”) dated as of November 25, 2008
(the “Amendment Effective Date”), is by and among Residential Funding Company, LLC, a Delaware limited liability company (“RFC”), GMAC Mortgage, LLC, a Delaware limited liability company (“GMAC
Mortgage”, and together with RFC, each a “Borrower” and collectively, the “Borrowers”), Residential Capital, LLC and the other Affiliates of the Borrowers party hereto as Guarantors (each, a
“Guarantor”), the Affiliates of the Borrower party hereto as Obligors (each, an “Obligor”) and GMAC LLC, a Delaware limited liability company, in its capacity as Initial Lender and as agent for the Lenders (in such
capacity, the “Lender Agent”). 
 Reference is hereby made to the Loan Agreement dated as of June 4, 2008 among
the Borrowers, the Guarantors, the Initial Lender, the Lender Agent, the various other parties signatory thereto as obligors and Wells Fargo Bank, N.A (as amended and modified by the deletion and joinder of parties prior to the date hereof and as
amended through August 14, 2008, the “Loan Agreement”). 
 RECITALS 
 1. Each of the parties hereto is a party to the Loan Agreement. 
 2. The parties hereto desire to confirm certain understandings with respect to Servicing Advance Factoring Sales and to make certain amendments to the Loan Agreement. 
 3. Each of the parties hereto, by its signature hereto, hereby acknowledges, consents and agrees to the matters set forth herein. 
 4. In consideration of the premises and mutual agreements herein contained and for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 
 DEFINED TERMS 
 SECTION 1.1 Capitalized terms used herein and not otherwise defined
shall have the meaning set forth in the Loan Agreement. 
 ARTICLE II 
 MODIFICATIONS TO THE AFFECTED DOCUMENTS 
 SECTION 2.1 Servicing Advance Factoring
Sales. The Borrowers have, from time to time commencing on June 18, 2008, engaged in Servicing Advance Factoring Sales. The Borrowers hereby represent and warrant to the Lenders that (x) the information contained in Exhibit A
attached hereto (the “Spreadsheets”) is true and accurate in all material respects as of November 24, 2008 (other than as expressly indicated on the Spreadsheets), and (y) without limiting the foregoing, the Spreadsheet
shows the following: 
 (i) the principal amount of each Servicing Corporate Advance, Servicing P&I Advance and Servicing
T&I Advance (collectively, “Servicing Advances”) that was the subject of Servicing Advance Factoring Sales from the start of the Deferral Period to the date hereof, and the sum of all such principal amounts; 







 (ii) the Net Cash Proceeds of each such Servicing Advance Factoring Sale, and the sum of
all such proceeds; 
 (iii) the date and amount of all collections on such Servicing Advances received by GMAC, as purchaser
of such Servicing Advances; 
 (iv) the extent to which such Net Cash Proceeds have been reinvested in new Servicing Advances
that became Reinvestment Collateral, no less frequently than on a monthly basis, the aggregate amount of all such reinvestments and, in the case of certain Servicing T&I Advances and Servicing Corporate Advances that became Reinvestment
Collateral, the date and amount of each such reinvestment and the related Servicing Advances; 
 (v) extent to which any such
Servicing Advances included in Reinvestment Collateral were the subject of subsequent Servicing Advance Factoring Sales, and the date and amount of each such sale; 
 (vi) the aggregate amount of Net Cash Proceeds of Servicing Advance Factoring Sales that have not been reinvested in Servicing Advances;

 (vii) the aggregate amount of such Net Cash Proceeds that have been deposited in the Sales Proceeds Account, including any
portion of such amount applied to the repayment of Loans pursuant to Section 2.08(c) of the Loan Agreement; and 
 (viii) the aggregate amount of such Net Cash Proceeds that have not been reinvested in Servicing Advances that became Reinvestment Collateral or applied to the repayment of Loans. 
 SECTION 2.2 Deferral Period. The date “December 1, 2008” appearing in clause (i) of the definition of “Deferral Period”
is hereby deleted and replaced with the date “December 12, 2008”. 
 SECTION 2.3 Mandatory Repayment Date. The date
“December 1, 2008” as it appears in the definition of “Mandatory Repayment Date” is hereby deleted each time it occurs therein and replaced with the date “December 12, 2008”. 
 ARTICLE III 
 CONDITIONS TO EFFECTIVENESS

 SECTION 3.1 Amendment Effective Date. This Agreement and the provisions contained herein shall become effective as of the date
hereof provided that the Lender Agent shall have, in form and substance satisfactory to them, received an original counterpart (or counterparts) of this Agreement executed by each of the parties hereto. 
  

 2 








 ARTICLE IV 
 NOTICE, RESERVATION OF RIGHTS, CONFIRMATION, ACKNOWLEDGEMENT, 
 RELEASE AND REPRESENTATIONS AND WARRANTIES

 SECTION 4.1 Notice. Each Obligor hereto hereby acknowledges timely notice of the execution of this Agreement and of the
transactions and amendments contemplated hereby. Each party hereto hereby waives any notice requirement contained in the Facility Documents with respect to the execution of this Agreement. 
 SECTION 4.2 Reservation of Rights. The Obligors each hereby acknowledge and agree that none of this Agreement, the making of any loan under the
Loan Agreement by GMAC and GMAC’s or the Lender Agent’s consent thereto either before or after the Effective Date shall constitute (w) an approval of the accuracy of all or any portion of any Borrower funding request or related
certification, (x) a waiver or forbearance by GMAC or the Lender Agent under any of the Facility Documents, (y) the acceptance by any Lender or the Lender Agent of any course of conduct by any Obligor or any other Person or (z) an
agreement by GMAC or the Lender Agent to amend any of the Facility Documents without all required approvals or related certification. The Obligors each hereby further acknowledge and agree that GMAC and the Lender Agent reserve all rights, remedies
and options under the Facility Documents to require either Borrower to satisfy in all respects the conditions relating to the making of any loan under the Facility Documents and each Obligor to perform all of its obligations under the Facility
Documents which are then due and owing or are susceptible of performance, as the case may be. 
 SECTION 4.3 Confirmation of the Subject
Documents. The Obligors each hereby acknowledge and agree that, except as herein expressly amended, the Loan Agreement and each other Facility Document are each ratified and confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms. Without limiting the foregoing, each Obligor ratifies and reaffirms (a) its grant of a security interest in all the Collateral (as defined in the Loan Agreement) pledged by it, and represents, confirms
and agrees that such security interest is a first priority perfected security interest (subject in the case of Collateral under the Revolving Loan Agreement to Approved Exceptions) securing all Obligations (as defined in the Loan Agreement) and
(b) all of its other obligations under the Facility Documents executed and delivered by it. 
 SECTION 4.4 Representations and
Warranties. By its signature hereto, each Obligor hereby represents and warrants that, before and after giving effect to this Agreement, as follows: 
 (a) Its representations and warranties set forth in the Facility Documents (as amended hereby) are true and correct as if made on the date hereof, except to the extent they expressly relate to an earlier date,
and except for matters that have been disclosed to the Lender Agent in writing; and 
 (b) No Default (as defined in the Loan
Agreement) has occurred and is continuing. 
  

 3 








 ARTICLE V 
 MISCELLANEOUS 
 SECTION 5.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (BUT WITH REFERENCE TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH BY ITS TERMS APPLIES TO THIS AGREEMENT). 
 SECTION 5.2 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original (whether such counterpart is originally executed or an electronic copy of an original and each party hereto expressly waives its rights to receive originally executed
documents) and all of which when taken together shall constitute one and the same agreement. 
 SECTION 5.3 WAIVER OF JURY TRIAL. EACH
OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 
 SECTION 5.4 Entire Agreement. This Agreement, the Loan Agreement and the other Facility Documents embody the entire agreement and understanding of the parties hereto and supersede any and all prior agreements,
arrangements and understanding relating to the matters provided for herein. 
 SECTION 5.5 Captions. The various captions in this
Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. 
 SECTION
5.6 Severability. If any provision of this Agreement, or the application thereof to any party or any circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any jurisdiction), the remaining terms
of this Agreement, modified by the deletion of the unenforceable invalid or illegal portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity or illegality will not otherwise affect the
enforceability, validity or legality of the remaining terms of this Agreement so long as this Agreement, as so modified, continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
deletion of such portion of this Agreement will not substantially impair the respective expectations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. 
  

 4 








 SECTION 5.7 SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN OR ELECTRONIC NOTICE TO THE OTHER PARTIES. THE FOREGOING
SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY JURISDICTION. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK] 
  

 5 








 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written. 
  

			
	RESIDENTIAL FUNDING COMPANY, LLC,
	as Borrower
		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 GMAC MORTGAGE, LLC,
 as
Borrower

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer


  


					
		 	S-1	  	Third Loan Agreement Amendment










			
	 GMAC LLC,
 as Lender
Agent and as Initial Lender


		
	By:	 	 /s/ David C. Walker

	Name:	 	David C. Walker
	Title:	 	Group Vice President and Treasurer


  


					
		 	S-2	  	Third Loan Agreement Amendment










			
	Acknowledged and Agreed:
	
	 RESIDENTIAL CAPITAL, LLC,
 as
Guarantor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Assistant Treasurer
	
	 GMAC RESIDENTIAL HOLDING COMPANY,
 LLC, as
Guarantor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 GMAC-RFC HOLDING COMPANY, LLC,
 as Guarantor


		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 HOMECOMINGS FINANCIAL, LLC,
 as Guarantor


		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer


  


					
		 	S-3	  	Third Loan Agreement Amendment










			
	Acknowledged and Agreed:
	
	 RESIDENTIAL MORTGAGE REAL ESTATE
 HOLDINGS,
LLC, as Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 RESIDENTIAL FUNDING REAL ESTATE
 HOLDINGS,
LLC, as Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 HOMECOMINGS FINANCIAL REAL ESTATE
 HOLDINGS,
LLC, as Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 EQUITY INVESTMENT I, LLC,
 as
Obligor

		
	By:	 	 /s/ Joel D. Kaul

	Name:	 	Joel D. Kaul
	Title:	 	Vice President
	
	 DEVELOPERS OF HIDDEN SPRINGS, LLC,
 as
Obligor

		
	By:	 	 /s/ Joel D. Kaul

	Name:	 	Joel D. Kaul
	Title:	 	Vice President


  


					
		 	S-4	  	Third Loan Agreement Amendment










			
	 DOA HOLDING PROPERTIES, LLC,
 as
Obligor


		
	By:	 	 /s/ Joel D. Kaul

	Name:	 	Joel D. Kaul
	Title:	 	Vice President
	
	 RFC ASSET HOLDINGS II, LLC,
 as
Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 PASSIVE ASSET TRANSACTIONS, LLC,
 as Obligor


		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 GMAC MODEL HOME FINANCE I, LLC,
 as Obligor


		
	By:	 	 /s/ Joel D. Kaul

	Name:	 	Joel D. Kaul
	Title:	 	Vice President
	
	 EQUITY INVESTMENT IV, LLC,
 as
Obligor

		
	By:	 	 /s/ Joel D. Kaul

	Name:	 	Joel D. Kaul
	Title:	 	Vice President


  


					
		 	S-5	  	Third Loan Agreement Amendment










			
	 AMERILAND, LLC,
 as
Obligor


		
	By:	 	REG-PFH, LLC, its sole member
		
	By:	 	 /s/ Joel D. Kaul

	Name:	 	Joel D. Kaul
	Title:	 	Vice President
	
	 REG-PFH, LLC,
 as
Obligor

		
	By:	 	 /s/ Joel D. Kaul

	Name:	 	Joel D. Kaul
	Title:	 	Vice President
	
	 HOME CONNECTS LENDING SERVICES, LLC,
 as
Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 MINT I, LLC,
 as Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 MINT I VFN HOLDINGS, LLC,
 as
Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 GMACR MORTGAGE PRODUCTS, LLC,
 as Obligor


		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer


  


					
		 	S-6	  	Third Loan Agreement Amendment










			
	DITECH, LLC,
	as Obligor
		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 RESIDENTIAL CONSUMER SERVICES, LLC,
 as
Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 GMAC MORTGAGE USA CORPORATION,
 as Obligor


		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
 as Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 MFC ASSET, LLC,
 as
Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer


  


					
		 	S-7	  	Third Loan Agreement Amendment










			
	RFC ASSET MANAGEMENT, LLC
	as Obligor
		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 RFC SFJV-2002, LLC,
 as
Obligor

		
	By:	 	RFC ASSET MANAGEMENT, LLC,
		 	its sole member
		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	Treasurer
	
	 RCSFJV2004, LLC,
 as
Obligor

		
	By:	 	 /s/ John M. Peterson

	Name:	 	John M. Peterson
	Title:	 	 Treasurer



  


					
		 	S-8	  	Third Loan Agreement Amendment









 Exhibit A to Third Amendment 
  

																																	
	 Description
	 	6/17/2008 -
Orig Bal	 	YTD
06/30/2008	 	 	7/1/2008	 	 	7/2/2008	 	 	7/3/2008	 	 	7/7/2008	 	 	7/8/2008	 	 	7/9/2008	 	 	7/10/2008	 	 	7/11/2008	 	 	7/14/2008	 
	 Section 2.1(i) Principal Advance
	 		 			 			 			 			 			 			 			 			 			 		
	 P&I
	 	252,772,003.99	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 T&I
	 	182,376,933.41	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 Corporate
	 	151,197,484.09	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total
	 	586,346,421.49	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
												
	 Section 2.1(ii) Net Cash Proceeds
	 		 			 			 			 			 			 			 			 			 			 		
	 P&I
	 	214,856,203.39	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 T&I
	 	155,020,393.40	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 Corporate
	 	128,517,861.48	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total
	 	498,394,458.27	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
												
	 Section 2.1(iii) Collections
	 		 			 			 			 			 			 			 			 			 			 		
	 P&I*
	 	—  	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 T&I
	 	—  	 	(8,389,953.73	)	 	(1,571,514.30	)	 	(3,559,390.97	)	 	(1,259,856.27	)	 	(636,445.93	)	 	(753,228.30	)	 	(912,689.68	)	 	(1,157,799.99	)	 	(764,199.26	)	 	(789,850.21	)
	 Corporate
	 	—  	 	(10,032,826.21	)	 	(2,965,208.18	)	 	(1,979,878.31	)	 	(931,767.57	)	 	(422,283.03	)	 	(1,197,366.92	)	 	(851,268.60	)	 	(1,063,937.80	)	 	(624,788.75	)	 	(595,418.53	)
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total
	 	—  	 	(18,422,779.94	)	 	(4,536,722.48	)	 	(5,539,269.28	)	 	(2,191,623.84	)	 	(1,058,728.96	)	 	(1,950,595.22	)	 	(1,763,958.28	)	 	(2,221,737.79	)	 	(1,388,988.01	)	 	(1,385,268.74	)
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









																																								
	7/15/2008	 	 	7/16/2008	 	 	7/17/2008	 	 	7/18/2008	 	7/21/2008	 	 	7/22/2008	 	 	7/23/2008	 	 	7/24/2008	 	 	7/25/2008	 	 	7/28/2008	 	 	7/29/2008	 	 	7/30/2008	 	 	7/31/2008	 	 	8/1/2008	 
			 			 			 		 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	—  	 	 	—  	 	 	—  	 	 	23,641,933.92	 	2,786,848.21	 	 	1,017,219.07	 	 	2,062,259.75	 	 	683,635.60	 	 	1,710,820.50	 	 	1,880,139.59	 	 	1,885,648.64	 	 	1,962,737.65	 	 	441,939.89	 	 	766,352.16	 
	—  	 	 	—  	 	 	—  	 	 	19,440,726.36	 	2,591,348.03	 	 	1,028,958.94	 	 	1,205,057.43	 	 	1,015,209.36	 	 	828,413.31	 	 	893,088.87	 	 	1,363,670.13	 	 	1,100,493.84	 	 	749,021.01	 	 	1,057,049.38	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	—  	 	 	—  	 	 	—  	 	 	43,082,660.28	 	5,378,196.24	 	 	2,046,178.01	 	 	3,267,317.18	 	 	1,698,844.96	 	 	2,539,233.81	 	 	2,773,228.46	 	 	3,249,318.77	 	 	3,063,231.49	 	 	1,190,960.90	 	 	1,823,401.54	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
														
			 			 			 		 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	—  	 	 	—  	 	 	—  	 	 	20,095,643.83	 	2,368,820.98	 	 	864,636.21	 	 	1,752,920.79	 	 	581,090.26	 	 	1,454,197.43	 	 	1,598,118.65	 	 	1,602,801.34	 	 	1,668,327.00	 	 	375,648.91	 	 	651,399.34	 
	—  	 	 	—  	 	 	—  	 	 	16,524,617.41	 	2,202,645.83	 	 	874,615.10	 	 	1,024,298.82	 	 	862,927.96	 	 	704,151.31	 	 	759,125.54	 	 	1,159,119.61	 	 	935,419.76	 	 	636,667.86	 	 	898,491.97	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	—  	 	 	—  	 	 	—  	 	 	36,620,261.24	 	4,571,466.80	 	 	1,739,251.31	 	 	2,777,219.60	 	 	1,444,018.22	 	 	2,158,348.74	 	 	2,357,244.19	 	 	2,761,920.95	 	 	2,603,746.77	 	 	1,012,316.77	 	 	1,549,891.31	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
														
			 			 			 		 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	(31,270,557.07	)	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	(1,097,636.36	)	 	(667,594.66	)	 	(513,963.79	)	 	—  	 	(1,374,628.37	)	 	(666,251.63	)	 	(2,297,386.42	)	 	(681,922.25	)	 	(4,465,427.12	)	 	(571,110.74	)	 	(1,753,282.45	)	 	(1,821,079.62	)	 	(838,837.37	)	 	(1,275,394.70	)
	(1,117,008.40	)	 	(666,241.36	)	 	(925,631.84	)	 	—  	 	(1,368,309.78	)	 	(821,869.53	)	 	(1,626,133.80	)	 	(491,306.45	)	 	(1,763,040.83	)	 	(976,417.11	)	 	(1,413,897.13	)	 	(1,345,753.72	)	 	(1,064,908.94	)	 	(1,471,280.59	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(2,214,644.76	)	 	(1,333,836.02	)	 	(1,439,595.63	)	 	—  	 	(2,742,938.15	)	 	(1,488,121.16	)	 	(3,923,520.22	)	 	(1,173,228.70	)	 	(37,499,025.02	)	 	(1,547,527.85	)	 	(3,167,179.58	)	 	(3,166,833.34	)	 	(1,903,746.31	)	 	(2,746,675.29	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









																																
	8/4/2008	 	 	8/5/2008	 	 	8/6/2008	 	 	8/7/2008	 	 	8/8/2008	 	 	8/11/2008	 	 	8/12/2008	 	 	8/13/2008	 	 	8/14/2008	 	 	8/15/2008	 	 	8/18/2008	 
			 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	1,412,078.12	 	 	1,827,643.88	 	 	1,355,792.61	 	 	1,299,043.07	 	 	1,051,560.08	 	 	1,107,954.75	 	 	2,109,878.68	 	 	1,089,103.19	 	 	2,156,810.66	 	 	1,578,885.48	 	 	940,495.60	 
	1,335,632.00	 	 	1,339,608.01	 	 	867,151.16	 	 	861,496.26	 	 	1,049,424.28	 	 	1,023,706.23	 	 	917,072.80	 	 	1,370,491.52	 	 	807,355.10	 	 	116,504.41	 	 	1,327,687.25	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2,747,710.12	 	 	3,167,251.89	 	 	2,222,943.77	 	 	2,160,539.33	 	 	2,100,984.36	 	 	2,131,660.98	 	 	3,026,951.48	 	 	2,459,594.71	 	 	2,964,165.76	 	 	1,695,389.89	 	 	2,268,182.85	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
											
			 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	1,200,266.40	 	 	1,553,497.30	 	 	1,152,423.72	 	 	1,104,186.61	 	 	893,826.07	 	 	941,761.54	 	 	1,793,396.88	 	 	925,737.71	 	 	1,833,289.06	 	 	1,342,052.66	 	 	799,421.26	 
	1,135,287.20	 	 	1,138,666.81	 	 	737,078.49	 	 	732,271.82	 	 	892,010.64	 	 	870,150.30	 	 	779,511.88	 	 	1,164,917.79	 	 	686,251.84	 	 	99,028.75	 	 	1,128,534.16	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2,335,553.60	 	 	2,692,164.11	 	 	1,889,502.20	 	 	1,836,458.43	 	 	1,785,836.71	 	 	1,811,911.83	 	 	2,572,908.76	 	 	2,090,655.50	 	 	2,519,540.90	 	 	1,441,081.41	 	 	1,927,955.42	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
											
			 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	(1,749,043.45	)	 	(918,318.14	)	 	(574,783.25	)	 	(743,331.18	)	 	(610,906.36	)	 	(1,209,645.10	)	 	(816,001.28	)	 	(1,007,736.24	)	 	(615,704.37	)	 	(632,450.42	)	 	(1,781,453.73	)
	(390,786.42	)	 	(699,875.10	)	 	(1,056,219.95	)	 	(588,776.14	)	 	(553,764.60	)	 	(304,266.83	)	 	(1,247,848.00	)	 	(634,992.51	)	 	(591,213.95	)	 	(418,853.77	)	 	(1,159,418.52	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(2,139,829.87	)	 	(1,618,193.24	)	 	(1,631,003.20	)	 	(1,332,107.32	)	 	(1,164,670.96	)	 	(1,513,911.93	)	 	(2,063,849.28	)	 	(1,642,728.75	)	 	(1,206,918.32	)	 	(1,051,304.19	)	 	(2,940,872.25	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









																																					
	 Description
	  	8/19/2008	 	 	8/20/2008	 	 	8/21/2008	 	 	8/22/2008	 	 	8/25/2008	 	 	8/26/2008	 	 	8/27/2008	 	 	8/28/2008	 	 	8/29/2008	 	 	9/1/2008	 	 	9/2/2008	 	 	9/3/2008	 
	 Section 2.1(i) Principal Advance
	  			 			 			 			 			 			 			 			 			 			 			 		
	 P&I
	  	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 T&I
	  	2,636,528.11	 	 	2,171,289.96	 	 	1,282,100.78	 	 	1,763,542.27	 	 	1,537,998.47	 	 	1,274,047.48	 	 	1,969,713.05	 	 	899,762.59	 	 	999,083.05	 	 	889,182.14	 	 	586,376.48	 	 	1,862,515.83	 
	 Corporate
	  	229,996.49	 	 	323,632.93	 	 	1,870,556.57	 	 	1,467,055.16	 	 	839,293.73	 	 	910,880.73	 	 	1,548,710.90	 	 	1,493,097.82	 	 	1,018,873.14	 	 	861,374.95	 	 	—  	 	 	1,048,683.85	 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total
	  	2,866,524.60	 	 	2,494,922.89	 	 	3,152,657.35	 	 	3,230,597.43	 	 	2,377,292.20	 	 	2,184,928.21	 	 	3,518,423.95	 	 	2,392,860.41	 	 	2,017,956.19	 	 	1,750,557.09	 	 	586,376.48	 	 	2,911,199.68	 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
													
	 Section 2.1(ii) Net Cash Proceeds
	  			 			 			 			 			 			 			 			 			 			 			 		
	 P&I
	  	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 T&I
	  	2,241,048.89	 	 	1,845,596.47	 	 	1,089,785.66	 	 	1,499,010.93	 	 	1,307,298.70	 	 	1,082,940.36	 	 	1,674,256.09	 	 	764,798.20	 	 	849,220.59	 	 	755,804.82	 	 	498,420.01	 	 	1,583,138.46	 
	 Corporate
	  	195,497.02	 	 	275,087.99	 	 	1,589,973.08	 	 	1,246,996.89	 	 	713,399.67	 	 	774,248.62	 	 	1,316,404.27	 	 	1,269,133.15	 	 	866,042.17	 	 	732,168.71	 	 	—  	 	 	891,381.27	 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total
	  	2,436,545.91	 	 	2,120,684.46	 	 	2,679,758.75	 	 	2,746,007.82	 	 	2,020,698.37	 	 	1,857,188.98	 	 	2,990,660.36	 	 	2,033,931.35	 	 	1,715,262.76	 	 	1,487,973.53	 	 	498,420.01	 	 	2,474,519.73	 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
													
	 Section 2.1(iii) Collections
	  			 			 			 			 			 			 			 			 			 			 			 		
	 P&I*
	  	—  	 	 	—  	 	 	—  	 	 	—  	 	 	(23,622,095.56	)	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 T&I
	  	(821,653.17	)	 	(782,813.49	)	 	(542,302.17	)	 	(948,269.12	)	 	(556,952.59	)	 	(1,463,380.78	)	 	(1,391,657.31	)	 	(904,810.70	)	 	(1,000,967.89	)	 	(2,436,558.60	)	 	(448,170.48	)	 	(897,554.97	)
	 Corporate
	  	(1,478,718.41	)	 	(689,244.71	)	 	(660,397.96	)	 	(972,450.29	)	 	(1,799,306.81	)	 	(783,514.52	)	 	(1,812,993.03	)	 	(2,171,751.01	)	 	(1,093,606.21	)	 	(1,169,637.04	)	 	(2,294.36	)	 	(850,889.28	)
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total
	  	(2,300,371.58	)	 	(1,472,058.20	)	 	(1,202,700.13	)	 	(1,920,719.41	)	 	(25,978,354.96	)	 	(2,246,895.30	)	 	(3,204,650.34	)	 	(3,076,561.71	)	 	(2,094,574.10	)	 	(3,606,195.64	)	 	(450,464.84	)	 	(1,748,444.25	)
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









																																			
	9/4/2008	 	 	9/5/2008	 	 	9/8/2008	 	 	9/9/2008	 	 	9/10/2008	 	 	9/11/2008	 	 	9/12/2008	 	 	9/15/2008	 	  	9/16/2008	 	  	9/17/2008	 	  	9/18/2008	 	  	9/19/2008	 
			 			 			 			 			 			 			 			  			  			  			  		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 
	435,274.61	 	 	1,196,437.94	 	 	1,176,761.01	 	 	821,003.43	 	 	989,665.96	 	 	1,247,385.08	 	 	1,124,173.13	 	 	1,974,403.29	 	  	1,038,035.46	 	  	1,135,809.73	 	  	3,281,580.75	 	  	951,224.51	 
	987,326.90	 	 	975,101.72	 	 	859,628.92	 	 	1,271,594.44	 	 	1,011,121.74	 	 	937,960.66	 	 	944,399.71	 	 	690,894.61	 	  	922,506.41	 	  	966,412.00	 	  	1,021,897.77	 	  	779,444.38	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	  	 	 	  	 	 	  	 	 
	1,422,601.51	 	 	2,171,539.66	 	 	2,036,389.93	 	 	2,092,597.87	 	 	2,000,787.70	 	 	2,185,345.74	 	 	2,068,572.84	 	 	2,665,297.90	 	  	1,960,541.87	 	  	2,102,221.73	 	  	4,303,478.52	 	  	1,730,668.89	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	  	 	 	  	 	 	  	 	 
												
			 			 			 			 			 			 			 			  			  			  			  		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 
	369,983.42	 	 	1,016,972.25	 	 	1,000,246.86	 	 	697,852.92	 	 	841,216.07	 	 	1,060,277.32	 	 	955,547.16	 	 	1,678,242.80	 	  	882,330.14	 	  	965,438.27	 	  	2,789,343.64	 	  	808,540.83	 
	839,227.87	 	 	828,836.46	 	 	730,684.58	 	 	1,080,855.27	 	 	859,453.48	 	 	797,266.56	 	 	802,739.75	 	 	587,260.42	 	  	784,130.45	 	  	821,450.20	 	  	868,613.10	 	  	662,527.72	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	  	 	 	  	 	 	  	 	 
	1,209,211.28	 	 	1,845,808.71	 	 	1,730,931.44	 	 	1,778,708.19	 	 	1,700,669.55	 	 	1,857,543.88	 	 	1,758,286.91	 	 	2,265,503.22	 	  	1,666,460.59	 	  	1,786,888.47	 	  	3,657,956.74	 	  	1,471,068.56	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	  	 	 	  	 	 	  	 	 
												
			 			 			 			 			 			 			 			  			  			  			  		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 
	(568,112.49	)	 	(780,519.86	)	 	(1,013,717.31	)	 	(1,033,575.06	)	 	(463,259.60	)	 	(857,423.34	)	 	(844,904.34	)	 	(1,208,374.24	)	  	(1,560,611.74	)	  	(862,621.79	)	  	(1,352,445.51	)	  	(537,117.38	)
	(411,530.07	)	 	(542,854.86	)	 	(610,795.36	)	 	(762,774.79	)	 	(326,405.29	)	 	(918,659.14	)	 	(427,319.38	)	 	(406,385.13	)	  	(752,239.20	)	  	(507,646.41	)	  	(666,550.50	)	  	(717,770.73	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	  	 	 	  	 	 	  	 	 
	(979,642.56	)	 	(1,323,374.72	)	 	(1,624,512.67	)	 	(1,796,349.85	)	 	(789,664.89	)	 	(1,776,082.48	)	 	(1,272,223.72	)	 	(1,614,759.37	)	  	(2,312,850.94	)	  	(1,370,268.20	)	  	(2,018,996.01	)	  	(1,254,888.11	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	  	 	 	  	 	 	  	 	 









																																						
	9/22/2008	 	  	9/23/2008	 	  	9/24/2008	 	  	9/25/2008	 	  	9/26/2008	 	  	9/29/2008	 	  	9/30/2008	 	  	10/1/2008	 	  	10/2/2008	 	  	10/3/2008	 	  	10/6/2008	 	  	10/7/2008	 	  	10/8/2008	 
			  			  			  			  			  			  			  			  			  			  			  			  		
	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 
	1,312,414.53	 	  	684,352.07	 	  	1,139,519.44	 	  	896,726.67	 	  	715,375.94	 	  	1,419,407.96	 	  	1,899,825.87	 	  	871,154.74	 	  	413,390.70	 	  	1,025,068.72	 	  	2,230,454.22	 	  	4,255,828.07	 	  	1,919,102.76	 
	630,241.45	 	  	436,738.46	 	  	1,303,439.24	 	  	804,811.06	 	  	832,725.74	 	  	895,133.74	 	  	978,211.05	 	  	1,003,218.94	 	  	981,812.48	 	  	934,965.79	 	  	678,056.64	 	  	1,018,552.49	 	  	977,485.99	 
	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 
	1,942,655.98	 	  	1,121,090.53	 	  	2,442,958.68	 	  	1,701,537.73	 	  	1,548,101.68	 	  	2,314,541.70	 	  	2,878,036.92	 	  	1,874,373.68	 	  	1,395,203.18	 	  	1,960,034.51	 	  	2,908,510.86	 	  	5,274,380.56	 	  	2,896,588.75	 
	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 
													
			  			  			  			  			  			  			  			  			  			  			  			  		
	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 
	1,115,552.35	 	  	581,699.26	 	  	968,591.52	 	  	762,217.67	 	  	608,069.55	 	  	1,206,496.77	 	  	1,614,851.99	 	  	740,481.53	 	  	351,382.10	 	  	871,308.41	 	  	1,895,886.09	 	  	3,617,453.86	 	  	1,631,237.35	 
	535,705.23	 	  	371,227.69	 	  	1,107,923.35	 	  	684,089.40	 	  	707,816.88	 	  	760,863.68	 	  	831,479.39	 	  	852,736.10	 	  	834,540.61	 	  	794,720.92	 	  	576,348.14	 	  	865,769.62	 	  	830,863.09	 
	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 
	1,651,257.58	 	  	952,926.95	 	  	2,076,514.88	 	  	1,446,307.07	 	  	1,315,886.43	 	  	1,967,360.45	 	  	2,446,331.38	 	  	1,593,217.63	 	  	1,185,922.70	 	  	1,666,029.33	 	  	2,472,234.23	 	  	4,483,223.48	 	  	2,462,100.44	 
	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 
													
			  			  			  			  			  			  			  			  			  			  			  			  		
	—  	 	  	—  	 	  	—  	 	  	(16,931,129.61	)	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 	  	—  	 
	(1,539,627.14	)	  	(772,376.77	)	  	(574,561.29	)	  	(787,181.61	)	  	(957,006.76	)	  	(1,773,775.01	)	  	(1,312,288.63	)	  	(2,415,257.18	)	  	(990,002.39	)	  	(19,626,894.46	)	  	(1,134,212.13	)	  	(904,946.74	)	  	(516,700.42	)
	(1,786,131.68	)	  	(747,076.95	)	  	(615,145.33	)	  	(1,300,375.34	)	  	(708,924.59	)	  	(1,029,873.13	)	  	(1,846,640.22	)	  	(1,994,274.18	)	  	(789,672.40	)	  	(10,109,470.22	)	  	(517,326.29	)	  	(567,098.99	)	  	(599,661.85	)
	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 
	(3,325,758.82	)	  	(1,519,453.72	)	  	(1,189,706.62	)	  	(19,018,686.56	)	  	(1,665,931.35	)	  	(2,803,648.14	)	  	(3,158,928.85	)	  	(4,409,531.36	)	  	(1,779,674.79	)	  	(29,736,364.68	)	  	(1,651,538.42	)	  	(1,472,045.73	)	  	(1,116,362.27	)
	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 









																																		
	 Description
	 	10/9/2008	 	 	10/10/2008	 	 	10/13/2008	 	 	10/14/2008	 	 	10/15/2008	 	 	10/16/2008	 	 	10/17/2008	 	 	10/20/2008	 	 	10/21/2008	 	 	10/22/2008	 	 	10/23/2008	 
	 Section 2.1(i) Principal Advance
	 			 			 			 			 			 			 			 			 			 			 		
	 P&I
	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 T&I
	 	757,081.58	 	 	2,097,828.86	 	 	3,721,007.69	 	 	6,784,986.21	 	 	6,180,569.13	 	 	3,317,291.58	 	 	729,441.55	 	 	3,750,526.73	 	 	3,694,575.28	 	 	2,953,191.84	 	 	2,602,604.29	 
	 Corporate
	 	976,189.84	 	 	1,043,213.15	 	 	617,245.67	 	 	1,258,105.51	 	 	1,333,960.96	 	 	1,033,814.62	 	 	689,426.15	 	 	918,807.73	 	 	632,643.37	 	 	748,312.92	 	 	698,118.98	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total
	 	1,733,271.42	 	 	3,141,042.01	 	 	4,338,253.36	 	 	8,043,091.72	 	 	7,514,530.09	 	 	4,351,106.20	 	 	1,418,867.70	 	 	4,669,334.46	 	 	4,327,218.65	 	 	3,701,504.76	 	 	3,300,723.27	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
												
	 Section 2.1(ii) Net Cash Proceeds
	 			 			 			 			 			 			 			 			 			 			 		
	 P&I
	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 T&I
	 	643,519.34	 	 	1,783,154.53	 	 	3,162,856.54	 	 	5,767,238.28	 	 	5,253,483.76	 	 	2,819,697.84	 	 	620,025.32	 	 	3,187,947.72	 	 	3,140,388.99	 	 	2,510,213.06	 	 	2,212,213.65	 
	 Corporate
	 	829,761.36	 	 	886,731.18	 	 	524,658.82	 	 	1,069,389.68	 	 	1,133,866.82	 	 	878,742.43	 	 	586,012.23	 	 	780,986.57	 	 	537,746.86	 	 	636,065.98	 	 	593,401.13	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total
	 	1,473,280.71	 	 	2,669,885.71	 	 	3,687,515.36	 	 	6,836,627.96	 	 	6,387,350.58	 	 	3,698,440.27	 	 	1,206,037.55	 	 	3,968,934.29	 	 	3,678,135.85	 	 	3,146,279.05	 	 	2,805,614.78	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
												
	 Section 2.1(iii) Collections
	 			 			 			 			 			 			 			 			 			 			 		
	 P&I*
	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	 T&I
	 	(622,959.98	)	 	(995,871.91	)	 	(704,011.72	)	 	(1,030,755.17	)	 	(899,267.51	)	 	(957,268.15	)	 	(1,680,112.22	)	 	(701,394.53	)	 	(913,860.07	)	 	(428,888.26	)	 	(1,965,700.48	)
	 Corporate
	 	(589,958.88	)	 	(347,182.66	)	 	(304,409.28	)	 	(1,204,036.62	)	 	(2,066,802.17	)	 	(371,567.99	)	 	(718,844.64	)	 	(538,645.87	)	 	(1,197,651.83	)	 	(557,199.15	)	 	(1,713,219.89	)
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total
	 	(1,212,918.86	)	 	(1,343,054.57	)	 	(1,008,421.00	)	 	(2,234,791.79	)	 	(2,966,069.68	)	 	(1,328,836.14	)	 	(2,398,956.86	)	 	(1,240,040.40	)	 	(2,111,511.90	)	 	(986,087.41	)	 	(3,678,920.37	)
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









																																
	10/24/2008	 	 	10/27/2008	 	 	10/28/2008	 	 	10/29/2008	 	 	10/30/2008	 	 	10/31/2008	 	 	11/3/2008	 	 	11/4/2008	 	 	11/5/2008	 	 	11/6/2008	 	 	11/7/2008	 
			 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	1,547,165.45	 	 	1,966,106.42	 	 	1,392,379.47	 	 	1,767,744.27	 	 	1,449,080.29	 	 	633,746.60	 	 	586,529.27	 	 	4,455,680.42	 	 	1,251,993.40	 	 	1,911,737.51	 	 	1,751,173.86	 
	590,432.71	 	 	615,336.40	 	 	567,315.75	 	 	812,429.02	 	 	709,259.79	 	 	689,480.41	 	 	624,545.05	 	 	589,557.64	 	 	480,465.41	 	 	614,163.73	 	 	593,056.03	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2,137,598.16	 	 	2,581,442.82	 	 	1,959,695.22	 	 	2,580,173.29	 	 	2,158,340.08	 	 	1,323,227.01	 	 	1,211,074.32	 	 	5,045,238.06	 	 	1,732,458.81	 	 	2,525,901.24	 	 	2,344,229.89	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
											
			 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	1,315,090.63	 	 	1,671,190.46	 	 	1,183,522.55	 	 	1,502,582.63	 	 	1,231,718.25	 	 	538,684.61	 	 	498,549.88	 	 	3,787,328.36	 	 	1,064,194.39	 	 	1,624,976.88	 	 	1,488,497.78	 
	501,867.80	 	 	523,035.94	 	 	482,218.39	 	 	690,564.67	 	 	602,870.82	 	 	586,058.35	 	 	530,863.29	 	 	501,123.99	 	 	408,395.60	 	 	522,039.17	 	 	504,097.63	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1,816,958.44	 	 	2,194,226.40	 	 	1,665,740.94	 	 	2,193,147.30	 	 	1,834,589.07	 	 	1,124,742.96	 	 	1,029,413.17	 	 	4,288,452.35	 	 	1,472,589.99	 	 	2,147,016.05	 	 	1,992,595.41	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
											
			 			 			 			 			 			 			 			 			 			 		
	(15,490,152.95	)	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	(1,101,928.92	)	 	(433,205.94	)	 	(785,208.13	)	 	(1,547,587.43	)	 	(729,621.11	)	 	(1,285,648.01	)	 	(1,240,780.32	)	 	(1,718,869.44	)	 	(1,202,834.01	)	 	(826,146.35	)	 	(1,491,275.42	)
	(537,337.45	)	 	(475,081.86	)	 	(1,013,224.86	)	 	(1,752,181.76	)	 	(1,069,185.29	)	 	(2,103,868.36	)	 	(623,756.85	)	 	(1,325,978.31	)	 	(1,214,642.75	)	 	(791,316.21	)	 	(1,366,278.44	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(17,129,419.32	)	 	(908,287.80	)	 	(1,798,432.99	)	 	(3,299,769.19	)	 	(1,798,806.40	)	 	(3,389,516.37	)	 	(1,864,537.17	)	 	(3,044,847.75	)	 	(2,417,476.76	)	 	(1,617,462.56	)	 	(2,857,553.86	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









																																
	11/10/2008	 	 	11/11/2008	 	 	11/12/2008	 	 	11/13/2008	 	 	11/14/2008	 	 	11/17/2008	 	 	11/18/2008	 	 	11/19/2008	 	 	11/20/2008	 	 	11/21/2008	 	 	11/24/2008	 
			 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	4,037,543.36	 	 	5,442,858.41	 	 	25,362,968.91	 	 	1,810,213.77	 	 	6,296,401.27	 	 	985,463.78	 	 	729,825.21	 	 	1,791,700.13	 	 	622,929.59	 	 	3,444,862.28	 	 	880,321.15	 
	652,116.41	 	 	802,645.89	 	 	566,369.21	 	 	658,767.26	 	 	596,198.17	 	 	622,344.22	 	 	922,832.50	 	 	543,430.90	 	 	617,023.57	 	 	836,416.23	 	 	651,075.68	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4,689,659.77	 	 	6,245,504.30	 	 	25,929,338.12	 	 	2,468,981.03	 	 	6,892,599.44	 	 	1,607,808.00	 	 	1,652,657.71	 	 	2,335,131.03	 	 	1,239,953.16	 	 	4,281,278.51	 	 	1,531,396.83	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
											
			 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	3,431,911.86	 	 	4,626,429.65	 	 	21,558,523.57	 	 	1,538,681.70	 	 	5,351,941.08	 	 	837,644.21	 	 	620,351.43	 	 	1,522,945.11	 	 	529,490.15	 	 	2,928,132.94	 	 	748,272.98	 
	554,298.95	 	 	682,249.01	 	 	481,413.83	 	 	559,952.17	 	 	506,768.44	 	 	528,992.59	 	 	784,407.63	 	 	461,916.27	 	 	524,470.03	 	 	710,953.80	 	 	553,414.33	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3,986,210.80	 	 	5,308,678.66	 	 	22,039,937.40	 	 	2,098,633.88	 	 	5,858,709.52	 	 	1,366,636.80	 	 	1,404,759.05	 	 	1,984,861.38	 	 	1,053,960.19	 	 	3,639,086.73	 	 	1,301,687.31	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
											
			 			 			 			 			 			 			 			 			 			 		
	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 	 	—  	 
	(1,352,555.02	)	 	(1,183,281.85	)	 	(606,046.69	)	 	(788,958.17	)	 	(1,300,750.28	)	 	(1,204,143.67	)	 	(1,595,845.90	)	 	(846,153.72	)	 	(665,401.15	)	 	(713,362.94	)	 	(1,554,583.81	)
	(671,086.07	)	 	(637,252.87	)	 	(630,431.45	)	 	(750,836.75	)	 	(612,617.89	)	 	(333,612.50	)	 	(473,845.37	)	 	(682,266.74	)	 	(391,749.69	)	 	(519,165.99	)	 	(652,938.15	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(2,023,641.09	)	 	(1,820,534.72	)	 	(1,236,478.14	)	 	(1,539,794.92	)	 	(1,913,368.17	)	 	(1,537,756.17	)	 	(2,069,691.27	)	 	(1,528,420.46	)	 	(1,057,150.84	)	 	(1,232,528.93	)	 	(2,207,521.96	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









				
	 Section 2.1(vi) Net Cash Proceeds not Reinvested
	  		
	 Net Cash Proceeds through 11/24
	  	765,764,451.00	 
	 Reinvestments (minus)*
	  	(456,434,803.03	)
		  	 	 
	 Total
	  	309,329,647.97	 
		
	 Section 2.1(vii) Proceeds applied to the Repayment of Loans
	  		
	 Net Cash Proceeds through 11/24
	  	765,764,451.00	 
	 Amount of Proceeds Deposited in Sales Proceeds Accounts
	  	—  	 
		  	 	 
	 Total
	  	765,764,451.00	 
		
	 Section 2.1(viii) Net Cash Proceeds not Reinvested in Servicing Advances that became Reinvestment Collateral or applied to repayment
of Loans
	  		
	 Net Cash Proceeds through 11/24
	  	765,764,451.00	 
	 Reinvestments (minus)*
	  	(456,434,803.03	)
	 Amount of Proceeds Deposited in Sales Proceeds Accounts
	  	—  	 
		  	 	 
	 Total
	  	309,329,647.97	 

  

	*	T&I and Corp Reinvestments through 11/24, P&I Reinvestments through 10/31