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(c) Except as provided in this Section 1.02 or in Section 1.03, once Freddie Mac has identified theMortgages to a particular PC Pool, such identification may not change, except that:(i) Freddie Mac may repurchase a Mortgage in connection with a guarantee payment underSection 3.09(a)(ii).(ii) Freddie Mac may repurchase, or require or permit a seller or servicer of a Mortgage torepurchase, any Mortgage if a repurchase is necessary or advisable (A) to maintain proper servicingof the Mortgage, or (B) to maintain the status of the PC Pool as a fixed investment trust for federalincome tax purposes.(iii) Freddie Mac may repurchase, or require or permit a seller or servicer of a Mortgage torepurchase, any Mortgage if (A) such Mortgage is 120 or more days delinquent, (B) based on FreddieMac’s current delinquency and loss model, Freddie Mac has determined that it is more likely than notthat a delinquency on such Mortgage will not be cured within 120 days of the due date of its last paidinstallment or (C) Freddie Mac determines, on the basis of information from the related borrower orservicer, that loss of ownership of the mortgaged property is likely or default is imminent due toborrower incapacity, death or hardship or other extraordinary circumstances that make futurepayments on such Mortgage unlikely or impossible.(iv) Freddie Mac may repurchase a Mortgage if a bankruptcy court approves a plan thatmaterially affects the terms of the Mortgage or authorizes a transfer or substitution of the underlyingproperty.(v) Freddie Mac may require or permit the seller or servicer of a Mortgage to repurchase anyMortgage or (within six months of the settlement of the related PCs) substitute for any Mortgage aMortgage of comparable type, unpaid principal balance, remaining term and yield, if there is (A) amaterial breach of warranty by a seller or servicer of any Mortgage, (B) a material defect indocumentation as to any Mortgage or (C) a failure by a seller or servicer to comply with anyrequirements or terms set forth in the Guide and other Mortgage purchase documents.(vi) Freddie Mac will repurchase any Mortgage or (within two years of the settlement of therelated PCs) substitute for any Mortgage a Mortgage of comparable type, unpaid principal balance,remaining term and yield, if (A) a court of competent jurisdiction or a federal government agencyduly authorized to oversee or regulate Freddie Mac's mortgage purchase business determines thatFreddie Mac's purchase of such Mortgage was unauthorized and Freddie Mac determines that a cureis not practicable without unreasonable effort or expense or (B) such court or government agencyrequires repurchase of such Mortgage.(vii) Freddie Mac may repurchase or require or allow the seller or servicer to repurchase (a) aconvertible ARM (as described in the Offering Circular) when the borrower exercises its option toconvert the related interest rate from an adjustable rate to a fixed rate; (b) a Balloon/Reset Mortgage(as defined in the Offering Circular) shortly before it reaches its scheduled balloon repayment date;and (c) a Modifiable Mortgage (as defined in the Offering Circular) at the time the borrower agrees tomodify the terms of the Mortgage.(d) Any repurchase of a Mortgage by a seller or servicer will be at its then unpaid principal balance,less any principal on such Mortgage that the seller or servicer advanced to Freddie Mac. Freddie Mac'srepurchase of any Mortgage will be at its then unpaid principal balance, less any outstanding advances ofprincipal on such Mortgage that Freddie Mac paid to Holders.4

(e) In determining whether a Mortgage will be repurchased from a PC Pool as described in thisSection 1.02, Freddie Mac may consider such factors as it deems appropriate, including reduction of itsadministrative costs or possible exposure under its guarantees.Section 1.03. Post-Settlement Purchase Adjustments.(a) Freddie Mac will make any post-settlement purchase adjustments necessary to reflect the actualaggregate unpaid principal balance of the related Mortgages or other Mortgage characteristics as of the dateof their purchase by Freddie Mac or their delivery to Freddie Mac in exchange for PCs, as the case may be.(b) Post-settlement adjustments may be made in such manner as Freddie Mac deems appropriate, butwill not adversely affect any Holder's rights to monthly payments of interest at the PC Coupon, anyHolder's pro rata share of principal or any Holder's rights under Freddie Mac's guarantees. Freddie Mac willpass through on a pro rata basis any adjustment that reduces the principal balance of a PC Pool.Section 1.04. Custody of Mortgage Documents. Freddie Mac, a custodian acting as its agent(which may be either a third party or a trust department of the seller or servicer), or the originator or sellerof the Mortgage may hold the Mortgage documents, including Mortgage notes and participation certificatesevidencing Freddie Mac's ownership interest in the Mortgages. Freddie Mac may adopt and modify itspolicies and procedures for the custody of Mortgage documents at any time, provided such modificationsare prudent and do not materially and adversely affect the Holders' interests.Section 1.05. Interests Held or Acquired by Freddie Mac. PCs held or acquired by Freddie Macfrom time to time and PCs held by other Holders shall have equal and proportionate benefits, withoutpreference, priority or distinction. In the event that Freddie Mac retains any interest in a Mortgage, theremaining interest in which is part of a PC Pool, Freddie Mac's interest in such Mortgage will rank equallywith that of Holders of the related PCs, without preference, priority or distinction. No Holder will have anypriority over any other Holder.ARTICLE IIAdministration and Servicing of the MortgagesSection 2.01. Freddie Mac as Principal Servicer. Freddie Mac will service or supervise servicingof the Mortgages in accordance with the provisions of the Guide, including management of any propertyacquired through foreclosure or otherwise, for the benefit of Holders. Freddie Mac will have full power andauthority to do or cause to be done any and all things in connection with such servicing that Freddie Macdeems necessary or desirable. Freddie Mac will act as the representative of Holders in the control,management and servicing of the Mortgages in the related PC Pools.Section 2.02. Servicing Responsibilities. Freddie Mac will service or supervise servicing of theMortgages in a manner consistent with prudent servicing standards and in substantially the same manner asFreddie Mac services or supervises the servicing of unsold mortgages of the same type in its portfolio. Inperforming its servicing responsibilities hereunder, Freddie Mac may engage servicers, subservicers andother agents or independent contractors. Freddie Mac may discharge its responsibility to superviseservicing of the Mortgages by monitoring servicers' performance on a reporting and exception basis. Exceptas provided in Article V of this Agreement, Freddie Mac will not be subject to the control of Holders in thedischarge of its responsibilities pursuant to this Article. Except with regard to its guarantee obligationspursuant to Section 3.09, Freddie Mac will have no liability to any Holder for its actions or omissions indischarging its responsibilities under this Article II other than for any direct damage resulting from itsfailure to exercise that degree of ordinary care it exercises in the conduct and management of its ownaffairs. Freddie Mac will have no liability for consequential damages.5

Section 2.03. Realization Upon Defaulted Mortgages. Freddie Mac (or its agent) will forecloseupon (or otherwise comparably convert the ownership of) any real property securing a Mortgage whichcomes into and continues in default and as to which no satisfactory arrangements can be made forcollection of delinquent payments. In connection with such foreclosure or conversion, Freddie Mac (or itsagent) will follow such practices or procedures as it deems necessary or advisable and consistent withgeneral mortgage servicing standards.Section 2.04. Automatic Acceleration and Assumptions.(a) Freddie Mac will enforce the terms of a mortgage that gives the mortgagee the right to demandfull payment of the unpaid principal balance of the Mortgage upon sale or transfer of the property securingthe Mortgage regardless of the creditworthiness of the transferee (a right of "automatic acceleration''),aspermitted by applicable state and federal law and to the extent consistent with its then-current servicingpolicies.(b) Freddie Mac will permit the assumption by a new mortgagor of an FHA/VA Mortgage upon thesale or transfer of the underlying property, as required by applicable regulations. Any such assumption willbe in accordance with applicable regulations, policies, procedures and credit requirements and will notresult in loss or impairment of any insurance or guaranty.Section 2.05. Fees. Unless otherwise provided in the related offering documents, Freddie Mac willnot pass through to Holders any prepayment premiums, assumption fees or other fees charged on theMortgages.Section 2.06. Mortgage Insurance and Guarantees.(a) If a Conventional Mortgage is insured by a mortgage insurer, the insurer will have no obligation torecognize or deal with any person other than Freddie Mac or its agent regarding the mortgagee's rights,benefits and obligations under the related insurance contract. If a mortgage insurer exercises an optionunder an insurance contract to purchase a Mortgage, the proceeds of such purchase will be considered to berepurchase proceeds for purposes of Article III.(b) Each FHA/VA Mortgage will have in full force and effect a certificate or other satisfactoryevidence of insurance or guaranty, as the case may be, as may be issued by the applicable governmentagency from time to time. None of these agencies has any obligation to recognize or deal with any personother than Freddie Mac or its agent with regard to the rights, benefits and obligations of the mortgageeunder the contract of insurance or guaranty relating to each FHA/VA Mortgage.ARTICLE IIIPayments to Holders and GuaranteesSection 3.01. Monthly Reporting Period. For purposes of this Agreement, any payment or anyevent with respect to any Mortgage reported to Freddie Mac by the related servicer as having been made orhaving occurred within a Monthly Reporting Period will be deemed to have been received by Freddie Macor to have in fact occurred within such Monthly Reporting Period used by Freddie Mac for such purposes.Payments reported by servicers include all principal and interest payments made by a borrower, insuranceproceeds, liquidation proceeds and repurchase proceeds. Events reported by servicers include foreclosuresales, payments of insurance claims and payments of guarantee claims.6

Section 3.02. Holder's Undivided Beneficial Ownership Interest. The Holder of a PC on theRecord Date will be the owner of record of a pro rata undivided beneficial ownership interest in theremaining principal balance of the related PC Pool as of such date and will be entitled to interest at the PCCoupon on such pro rata undivided beneficial ownership interest, in each case on the related Payment Date.Such pro rata undivided beneficial ownership interest will change accordingly if any Mortgage is added toor removed from the PC Pool in accordance with this Agreement. A Holder's pro rata undivided beneficialownership interest in the PC Pool is calculated by dividing the original unpaid principal balance of theHolder's PC by the original unpaid principal balance of the related PC Pool.Section 3.03. Pass-Through of Principal. Freddie Mac will pass through to each Holder of a PC itspro rata share of principal payments made on the related Mortgages (including, if applicable, each Holder'spro rata share of the aggregate amount of any Deferred Interest that has been added to the principal balanceof the related Mortgages), any net income, profits or proceeds of the Mortgages and net proceeds realizedfrom any property of any kind received in substitution for or upon realization on the Mortgages. FreddieMac will pass through all such payments of principal, whether from insurance, guaranty payment,condemnation, foreclosure or otherwise; provided, however, that its obligations herein will be subject to itssubrogation rights pursuant to Section 3.10 with respect to payments made under Freddie Mac's guarantees.Freddie Mac may retain from any prepayment or delinquent principal payment on any Mortgage anyamount not previously received by Freddie Mac but paid to Holders under its guarantees. For Mortgagespurchased by Freddie Mac in exchange for PCs under its MultiLender Swap Program, Freddie Mac willretain principal payments made on such Mortgages in the amount of any difference between the aggregateunpaid principal balance of the Mortgages as of delivery by the seller and the aggregate unpaid principalbalance as of the settlement date and Freddie Mac will purchase additional Mortgages with such principalpayments; such additional Mortgages may or may not be included in the PC Pool represented by the PCsreceived by the seller. Freddie Mac will pass through insurance proceeds, liquidation proceeds (includingthose resulting from the acquisition of any property securing a Mortgage) and repurchase proceeds toHolders in the same manner as a prepayment.Section 3.04. Pass-Through of Interest. Freddie Mac will pass through to each Holder its pro ratashare of the interest paid by borrowers with respect to each Mortgage at a rate equal to the PC Coupon(excluding, if applicable, each Holder's pro rata share of any Deferred Interest that has been added to theprincipal balance of the related Mortgages).Interest will accrue during the applicable Accrual Periods.Freddie Mac may retain from any payment of delinquent interest on any Mortgage any amount notpreviously received by Freddie Mac but paid to Holders under its guarantees. A partial month's interestretained by Freddie Mac or remitted to each Holder with respect to prepayments will constitute anadjustment to Freddie Mac's management and guarantee fee.Section 3.05. Payments.(a) Payments of principal and interest on PCs will begin in the month after issuance for Gold PCs andin the second month after issuance for ARM PCs.(b) Federal Reserve Banks (at Freddie Mac's direction) will credit payments on PCs to the appropriateHolders' accounts. Freddie Mac's payment obligations will be met upon transmittal of Freddie Mac'spayment order to the Federal Reserve Banks. A Holder will receive the payment of principal, if applicable,and interest on each Payment Date on each PC held by such Holder as of the related Record Date.(c) Freddie Mac relies on servicers' reports of mortgage activity to prepare the Pool Factors. Theremay be delays or errors in processing mortgage information, such as a servicer's failure to file an accurateor timely report of its collections of principal or its having filed a report that cannot be processed. In thesesituations Freddie Mac's calculation of scheduled principal to be made on Gold PCs may not reflect actualpayments on the related Mortgages. Freddie Mac will account for any differences as soon as practicable.7

(d) Freddie Mac reserves the right to change the period during which a servicer may hold funds priorto payment to Freddie Mac, as well as the period for which servicers report payments to Freddie Mac,including adjustments to the Monthly Reporting Period. Either change may change the time at whichprepayments are passed through to Holders. Any such change, however, will not impair Holders' rights topayments as otherwise provided in this Section.(e) Pending payment to Holders of funds received by Freddie Mac from servicers, Freddie Mac willhave the right to invest and reinvest such funds for its own sole risk and benefit. Freddie Mac's guaranteeswill continue to be effective or will be reinstated in the event that any principal or interest payment made toa Holder is for any reason returned by the Holder pursuant to an order, decree or judgment of any court ofcompetent jurisdiction that the Holder was not entitled to retain such payment pursuant to this Agreement.Section 3.06. Pool Factors.(a) Freddie Mac will calculate and make payments to Holders on any Payment Date based on themonthly Pool Factors (including Negative Amortization Factors) until such time as it determines that amore accurate and practicable method for calculating such payments is available and implements thatmethod. Pursuant to Section 6.05(e), Freddie Mac may modify the Pool Factor methodology from time totime, without the consent of Holders.(i) Freddie Mac will publish or cause to be published for each month a Pool Factor with respectto each PC Pool. Beginning in the month after PC Pool formation, Pool Factors will be published onor about the fifth Business Day of the month, which Pool Factors may reflect prepayments reported toFreddie Mac after the end of the related Monthly Reporting Period and before the publication of theapplicable Pool Factors. However, Freddie Mac may, in its own discretion, publish Pool Factors onany other Business Day. The Pool Factor for the month of PC Pool formation is 1.00000000 and neednot be published.(ii) Freddie Mac will pay principal each month to a Holder of a Gold PC in an amount equal tosuch Holder's pro rata share of such principal, calculated by multiplying the original principal balanceof the Gold PC by the difference between its Pool Factors for the preceding and current months.(iii) Freddie Mac will pay principal each month to a Holder of an ARM PC in an amount equalto such Holder's pro rata share of such principal, calculated by multiplying the original principalbalance of the ARM PC by the difference between its Pool Factors for the two preceding months.(iv) Freddie Mac will pay interest each month in arrears to a Holder (assuming no DeferredInterest) in an amount equal to 1/12th of the applicable PC Coupon multiplied by such Holder's prorata share of principal, calculated by multiplying the original principal balance of such Holder's PC bythe preceding month's Pool Factor for Gold PCs or by the second preceding month's Pool Factor forARM PCs.(v) For any month that Deferred Interest has accrued on a Deferred Interest PC, Freddie Macwill pay principal (if any is due) to a Holder in an amount equal to such Holder's pro rata share ofprincipal, calculated by (A) subtracting the preceding month's Pool Factor from the second precedingmonth's Pool Factor, (B) adding to the difference the Negative Amortization Factor for the precedingmonth and (C) multiplying the resulting sum by the original PC principal balance. The interestpayment on the Deferred Interest PC in that month will be (i) 1/12th of the PC Coupon multiplied by(ii) the original principal balance of the Holder's PC multiplied by (iii) the preceding month's PoolFactor minus the preceding month's Negative Amortization Factor.(b) Each Pool Factor will reflect prepayments reported for the applicable Monthly Reporting Period.Freddie Mac may also, in its discretion, reflect in a Pool Factor any prepayments reported after the end of8

the applicable Monthly Reporting Period. To the extent a given Pool Factor (adjusted as necessary forpayments made pursuant to Freddie Mac's guarantee of timely payment of scheduled principal on GoldPCs) does not reflect the actual unpaid principal balance of the Mortgages, Freddie Mac will account forany difference by adjusting subsequent Pool Factors as soon as practicable.(c) In the case of ARM PCs, each Pool Factor applicable to a PC Pool will be based upon the unpaidprincipal balance of the related Mortgages that servicers report to Freddie Mac for the Monthly ReportingPeriod that ended in the second month preceding the month in which the Pool Factor is published. FreddieMac may also, in its discretion, include as part of the aggregate principal payment in any month anyprepayments received after the Monthly Reporting Period that ended in the second month preceding themonth in which the Pool Factor is published. To the extent a given Pool Factor does not reflect the actualunpaid principal balance of the Mortgages, Freddie Mac will account for any difference by adjustingsubsequent Pool Factors as soon as practicable.(d) The Pool Factor method may affect the timing of receipt of payments by Holders but shall notaffect Freddie Mac's guarantees as set forth in Section 3.09. Freddie Mac's guarantees will not be affectedby the implementation of any different method for calculating and paying principal and interest aspermitted by this Section 3.06.Section 3.07. Amounts Retained by Servicers or Sellers.(a) To the extent provided by contractual arrangement with Freddie Mac, the servicer of eachMortgage will be entitled to retain each month, as a servicing fee, any interest payable by the borrower on aMortgage that exceeds the servicer's required remittance to Freddie Mac. Each servicer is required to payall expenses incurred by it in connection with its servicing activities and will not be entitled toreimbursement for those expenses, except as provided in Section 3.08(c). If a servicer advances anyprincipal and/or interest on a Mortgage to Freddie Mac prior to the receipt of such funds from the borrower,the servicer may retain (i) from prepayments or collections

Guide: Freddie Mac's Single-Family Seller/Servicer Guide, as supplemented and amended from time to time, in which Freddie Mac sets forth its mortgage purchase standards, credit, appraisal and underwriting guidelines and servicing policies. Holder: Any entity that appears on the records of a Federal Reserve Bank as a holder of PCs.