-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NjrdLpreHT63igsCgBxZgWmLCEXshQ+pKjMQkCUzDdde/H4TFgm7coIDR+hpJG6J YKLEOsXvrkAAajAP/Xt+GA== 0000774352-97-000019.txt : 19970314 0000774352-97-000019.hdr.sgml : 19970314 ACCESSION NUMBER: 0000774352-97-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970227 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970313 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESIDENTIAL FUNDING MORTGAGE SECURITIES I INC CENTRAL INDEX KEY: 0000774352 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 752006294 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-99554 FILM NUMBER: 97555787 BUSINESS ADDRESS: STREET 1: 8400 NORMANDALE LAKE BLVD STE 600 CITY: MINNEAPOLIS STATE: MN ZIP: 55437 BUSINESS PHONE: 6128327400 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON BROTHERS MORTGAGE SECURITIES IV INC DATE OF NAME CHANGE: 19870506 8-K 1 1997 8-K W/POOLING AND SERVICING FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 1997 Residential Funding Mortgage Securities I, Inc. (Exact name of registrant as specified in its charter) DELAWARE 333-4846 75-2006294 (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) identification no.) 8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (612) 832-7000 (Former name or former address, if changed since last report) Exhibit Index located on page 4. Items 1 through 6 and Item 8 are not included because they are not applicable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits (executed copies) - The following execution copies of Exhibits to the Form S-3 Registration Statement of the Registrant are hereby filed: Sequentially Exhibit Numbered Number Exhibit Page 10.1 Pooling and Servicing Agreement, dated as of February 1, 1997 among Residential Funding Mortgage Securities I, Inc., as company, Residential Funding Corporation, as master servicer, and The First National Bank of Chicago, as trustee. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. By: /s/ Randy Van Zee Name: Randy Van Zee Title: Vice President Dated: February 1, 1997 3 Exhibit 10.1 Pooling and Servicing Agreement EX-19 2 POOLING AND SERVICING AGREEMENT - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and THE FIRST NATIONAL BANK OF CHICAGO, Trustee POOLING AND SERVICING AGREEMENT Dated as of February 1, 1997 Mortgage Pass-Through Certificates Series 1997-S3 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions........................................... 4 Accretion Termination Date.................................. 4 Accrual Components.......................................... 4 Accrual Distribution Amount................................. 4 Accrued Certificate Interest................................ 4 Adjusted Mortgage Rate...................................... 5 Advance .................................................. 5 Affiliate .................................................. 5 Agreement .................................................. 5 Amount Held for Future Distribution......................... 5 Appraised Value............................................. 6 Assignment.................................................. 6 Assignment Agreement........................................ 6 Available Distribution Amount............................... 6 Bankruptcy Amount........................................... 6 Bankruptcy Code............................................. 7 Bankruptcy Loss............................................. 7 Book-Entry Certificate...................................... 7 Business Day................................................ 7 Buydown Funds............................................... 8 Buydown Mortgage Loan....................................... 8 Cash Liquidation............................................ 8 Certificate................................................. 8 Certificate Account......................................... 8 Certificate Account Deposit Date............................ 8 Certificateholder or Holder................................. 8 Certificate Owner........................................... 8 Certificate Principal Balance............................... 8 Certificate Register and Certificate Registrar.............. 10 Class .................................................. 10 Class A Certificate......................................... 10 Class A-4 Accretion Termination Date........................ 10 Class A-4 Accrual Distribution Amount....................... 10 Class A-10 Component A...................................... 10 Class A-10 Component B...................................... 10 Class A-10 Component C...................................... 10 Class A-10 Component D...................................... 11 Class A-10 Component D Accretion Termination Date........... 11 Class A-10 Component D Accrual Distribution Amount.......... 11 Page Class A-10 Component E....................................... 11 Class A-10 Component F....................................... 11 Class A-10 Component F Accretion Termination Date............ 11 Class A-10 Component F Accrual Distribution Amount........... 11 Class A-10 Component G....................................... 11 Class A-10 Component H....................................... 12 Class A-10 Component H Accretion Termination Date............ 12 Class A-10 Component H Accrual Distribution Amount........... 12 Class A-10 Component I....................................... 12 Class A-10 Component J....................................... 12 Class A-10 Component K....................................... 12 Class A-11 Accretion Termination Date........................ 12 Class A-11 Accrual Distribution Amount....................... 12 Class A-13 Collection Shortfall.............................. 13 Class A-13 Principal Distribution Amount..................... 13 Class B Certificate.......................................... 13 Class B Percentage........................................... 13 Class B-1 Percentage......................................... 13 Class B-1 Prepayment Distribution Trigger.................... 13 Class B-2 Percentage......................................... 13 Class B-2 Prepayment Distribution Trigger.................... 13 Class B-3 Percentage......................................... 13 Class B-3 Prepayment Distribution Trigger.................... 14 Class M Certificate.......................................... 14 Class M Percentage........................................... 14 Class M-1 Percentage......................................... 14 Class M-2 Percentage......................................... 14 Class M-2 Prepayment Distribution Trigger.................... 14 Class M-3 Percentage......................................... 14 Class M-3 Prepayment Distribution Trigger.................... 15 Class R Certificate.......................................... 15 Class R-I Certificate........................................ 15 Class R-II Certificate....................................... 15 Closing Date................................................. 15 Code ................................................... 15 Compensating Interest........................................ 15 Component ................................................... 15 Corporate Trust Office....................................... 15 Credit Support Depletion Date................................ 15 Curtailment.................................................. 15 Custodial Account............................................ 16 Custodial Agreement.......................................... 16 Custodian ................................................... 16 Cut-off Date................................................. 16 Page Cut-off Date Principal Balance................................ 16 Debt Service Reduction........................................ 16 Defaulted Mortgage Loss....................................... 16 Deficient Valuation........................................... 16 Definitive Certificate........................................ 16 Deleted Mortgage Loan......................................... 16 Depository.................................................... 16 Depository Participant........................................ 17 Destroyed Mortgage Note....................................... 17 Determination Date............................................ 17 Discount Fraction............................................. 17 Discount Mortgage Loan........................................ 17 Disqualified Organization..................................... 17 Distribution Date............................................. 17 Due Date .................................................... 17 Due Period.................................................... 18 Eligible Account.............................................. 18 Eligible Funds................................................ 18 Event of Default.............................................. 18 Excess Bankruptcy Loss........................................ 18 Excess Fraud Loss............................................. 18 Excess Special Hazard Loss.................................... 18 Excess Subordinate Principal Amount........................... 19 Extraordinary Events.......................................... 19 Extraordinary Losses.......................................... 19 FDIC .................................................... 19 FHLMC .................................................... 20 Final Distribution Date....................................... 20 Fitch .................................................... 20 FNMA .................................................... 20 Foreclosure Profits........................................... 20 Fraud Loss Amount............................................. 20 Fraud Losses.................................................. 21 Independent................................................... 21 Initial Certificate Principal Balance......................... 21 Initial Monthly Payment Fund.................................. 21 Initial Notional Amount....................................... 21 Insurance Proceeds............................................ 21 Insurer .................................................... 21 Late Collections.............................................. 21 Liquidation Proceeds.......................................... 21 Loan-to-Value Ratio........................................... 21 Lockout Certificate Percentage................................ 21 Lockout Distribution Percentage............................... 22 Page Maturity Date................................................. 22 Monthly Payment............................................... 22 Moody's .................................................... 22 Mortgage .................................................... 23 Mortgage File................................................. 23 Mortgage Loan Schedule........................................ 23 Mortgage Loans................................................ 24 Mortgage Note................................................. 24 Mortgage Rate................................................. 24 Mortgaged Property............................................ 24 Mortgagor .................................................... 24 Net Mortgage Rate............................................. 24 Non-Discount Mortgage Loan.................................... 24 Non-Primary Residence Loans................................... 24 Non-United States Person...................................... 24 Nonrecoverable Advance........................................ 24 Nonsubserviced Mortgage Loan.................................. 24 Notional Amount............................................... 24 Officers' Certificate......................................... 25 Opinion of Counsel............................................ 25 Original Senior Percentage.................................... 25 Outstanding Mortgage Loan..................................... 25 Ownership Interest............................................ 25 PAC Certificate............................................... 25 PAC I Certificate............................................. 25 PAC II Certificates........................................... 25 PAC Portion................................................... 25 Pass-Through Rate............................................. 26 Paying Agent.................................................. 26 Percentage Interest........................................... 26 Permitted Investments......................................... 26 Permitted Transferee.......................................... 28 Person .................................................... 28 Planned Principal Balance..................................... 28 Pool Stated Principal Balance................................. 28 Pool Strip Rate............................................... 28 Prepayment Assumption......................................... 28 Prepayment Distribution Percentage............................ 28 Prepayment Distribution Trigger............................... 29 Prepayment Interest Shortfall................................. 29 Prepayment Period............................................. 29 Primary Insurance Policy...................................... 30 Principal Prepayment.......................................... 30 Principal Prepayment in Full.................................. 30 Page Program Guide................................................. 30 Purchase Price................................................ 30 Qualified Substitute Mortgage Loan............................ 30 Rating Agency................................................. 31 Realized Loss................................................. 31 Record Date................................................... 31 Regular Certificate........................................... 31 REMIC .................................................... 31 REMIC Administrator........................................... 31 REMIC I .................................................... 32 REMIC I Certificates.......................................... 32 REMIC II .................................................... 32 REMIC II Certificates......................................... 32 REMIC Provisions.............................................. 32 REO Acquisition............................................... 32 REO Disposition............................................... 32 REO Imputed Interest.......................................... 32 REO Proceeds.................................................. 33 REO Property.................................................. 33 Request for Release........................................... 33 Required Insurance Policy..................................... 33 Residential Funding........................................... 33 Responsible Officer........................................... 33 Schedule of Discount Fractions................................ 33 Segment I .................................................... 33 Segment II.................................................... 33 Seller .................................................... 33 Seller's Agreement............................................ 33 Senior Accelerated Distribution Percentage.................... 34 Senior Interest Distribution Amount........................... 35 Senior Percentage............................................. 35 Senior Principal Distribution Amount.......................... 35 Senior Support Lockout Certificates........................... 35 Senior Support Lockout Certificate Percentage................. 35 Senior Support Lockout Distribution Percentage................ 35 Sequential Portion............................................ 36 Servicing Accounts............................................ 36 Servicing Advances............................................ 36 Servicing Fee................................................. 36 Servicing Officer............................................. 36 Special Hazard Amount......................................... 36 Special Hazard Loss........................................... 37 Standard & Poor's............................................. 37 Stated Principal Balance...................................... 37 Page Strip Components.............................................. 37 Subclass Notional Amount...................................... 37 Subclass .................................................... 38 Subordinate Percentage........................................ 38 Subordinate Principal Distribution Amount..................... 38 Subserviced Mortgage Loan..................................... 38 Subservicer................................................... 38 Subservicer Advance........................................... 38 Subservicing Account.......................................... 38 Subservicing Agreement........................................ 38 Subservicing Fee.............................................. 39 Super Senior Component Certificates........................... 39 Super Senior Optimal Percentage............................... 39 Super Senior Optimal Principal Distribution Amount............ 39 TAC Component................................................. 39 Targeted Principal Balance.................................... 39 Tax Returns................................................... 39 Transfer .................................................... 39 Transferee.................................................... 39 Transferor.................................................... 39 Trust Fund.................................................... 40 Uncertificated Principal Balance.............................. 40 Uncertificated REMIC I Accrued Interest....................... 40 Uncertificated REMIC I IO Notional Amount..................... 41 Uncertificated REMIC I IO Regular Interests................... 41 Uncertificated REMIC I Pass-Through Rate...................... 41 Uncertificated REMIC I Regular Interest Q..................... 41 Uncertificated REMIC I Regular Interest S..................... 41 Uncertificated REMIC I Regular Interest T..................... 41 Uncertificated REMIC I Regular Interest U..................... 42 Uncertificated REMIC I Regular Interest V..................... 42 Uncertificated REMIC I Regular Interest W..................... 42 Uncertificated REMIC I Regular Interest X..................... 42 Uncertificated REMIC I Regular Interest Y..................... 42 Uncertificated REMIC I Regular Interests...................... 42 Uncertificated REMIC I Regular Interest Q Distribution Amount. 43 Uncertificated REMIC I Regular Interest S Distribution Amount. 43 Uncertificated REMIC I Regular Interest T Distribution Amount. 43 Uncertificated REMIC I Regular Interest U Distribution Amount. 43 Uncertificated REMIC I Regular Interest V Distribution Amount. 43 Uncertificated REMIC I Regular Interest W Distribution Amount. 43 Uncertificated REMIC I Regular Interest X Distribution Amount. 43 Uncertificated REMIC I Regular Interest Y Distribution Amount. 43 Uncertificated REMIC I Regular Interest Distribution Amounts.. 43 Page Uncertificated REMIC II IO Accrued Interest...................... 43 Uncertificated REMIC II IO Notional Amount....................... 44 Uncertificated REMIC II IO Pass-Through Rate..................... 44 Uncertificated REMIC II IO Regular Interest Pool Strip Rate...... 44 Uncertificated REMIC II IO Regular Interests..................... 44 Uncertificated REMIC II IO Regular Interest Distribution Amounts. 44 Uniform Single Attestation Program for Mortgage Bankers.......... 44 Uninsured Cause.................................................. 44 United States Person............................................. 44 Voting Rights.................................................... 45 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01. Conveyance of Mortgage Loans.......................... 46 ---------------------------- Section 2.02. Acceptance by Trustee................................. 49 --------------------- Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company............................. 50 Section 2.04. Representations and Warranties of Sellers............. 54 ----------------------------------------- Section 2.05. Execution and Authentication of Certificates Evidencing Interests in REMIC I Certificates....................... 56 -------------------- Section 2.06. Conveyance of Uncertificated REMIC I Regular Interests and REMIC II Regular Interests; Acceptance by the Trustee. 56 ------------------------- Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II.57 -------------------------------------------------------- ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01. Master Servicer to Act as Servicer..................... 58 ---------------------------------- Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' Obligations............................................. 59 Section 3.03. Successor Subservicers.................................. 60 ---------------------- Section 3.04. Liability of the Master Servicer........................ 60 -------------------------------- Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders............................... 60 Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee................................................. 61 ------- Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account....................................... 61 Page Section 3.08. Subservicing Accounts; Servicing Accounts.............. 63 ----------------------------------------- Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans..................................... 65 ------------------ Section 3.10. Permitted Withdrawals from the Custodial Account........ 65 ------------------------------------------------ Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder.................................. 67 Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage................................................ 68 -------- Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments........... 69 ------------------------------- Section 3.14. Realization Upon Defaulted Mortgage Loans............... 71 ----------------------------------------- Section 3.15. Trustee to Cooperate; Release of Mortgage Files........ 73 ----------------------------------------------- Section 3.16. Servicing and Other Compensation; Compensating Interest.74 ------------------------------------------------------- Section 3.17. Reports to the Trustee and the Company................75 -------------------------------------- Section 3.18. Annual Statement as to Compliance..................... 75 --------------------------------- Section 3.19. Annual Independent Public Accountants' Servicing Report.76 ------------------------------------------------------- Section 3.20. Rights of the Company in Respect of the Master Servicer.76 ------------------------------------------------------- Section 3.21. Administration of Buydown Funds.........................77 ------------------------------- ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account...................................78 ------------------- Section 4.02. Distributions.........................................78 ------------- Section 4.03. Statements to Certificateholders......................92 -------------------------------- Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer........................ 94 Section 4.05. Allocation of Realized Losses.......................... 95 ----------------------------- Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property .............................................. 97 Section 4.07. Optional Purchase of Defaulted Mortgage Loans......... 97 --------------------------------------------- Section 4.08. Distributions on the Uncertificated REMIC I Regular Interests....................... 98 --------- Section 4.09. Distributions on the Uncertificated REMIC II IO Regular Interests .....................................100 ARTICLE V THE CERTIFICATES Section 5.01. The Certificates.....................................101 ---------------- Section 5.02. Registration of Transfer and Exchange of Certificates103 ----------------------------------------------------- Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....108 ------------------------------------------------- Section 5.04. Persons Deemed Owners................................108 --------------------- Page Section 5.05. Appointment of Paying Agent..........................108 Section 5.06. Optional Purchase of Certificates....................109 ARTICLE VI THE COMPANY AND THE MASTER SERVICER Section 6.01.Respective Liabilities of the Company and the Master Servicer..111 Section 6.02.Merger or Consolidation of the Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer ..............................................................111 Section 6.03.Limitation on Liability of the Company, the Master Servicer and Others........................................................112 Section 6.04.Company and Master Servicer Not to Resign.....................112 ARTICLE VII DEFAULT Section 7.01.Events of Default..........................................114 ----------------- Section 7.02.Trustee or Company to Act; Appointment of Successor........116 --------------------------------------------------- Section 7.03.Notification to Certificateholders.........................117 ---------------------------------- Section 7.04.Waiver of Events of Default................................117 --------------------------- ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01. Duties of Trustee....................................118 ----------------- Section 8.02. Certain Matters Affecting the Trustee................119 ------------------------------------- Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans121 ----------------------------------------------------- Section 8.04. Trustee May Own Certificates.........................121 ---------------------------- Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification......................................121 --------------- Section 8.06. Eligibility Requirements for Trustee.................122 ------------------------------------ Section 8.07. Resignation and Removal of the Trustee...............123 -------------------------------------- Section 8.08. Successor Trustee....................................124 ----------------- Section 8.09. Merger or Consolidation of Trustee...................124 ---------------------------------- Section 8.10. Appointment of Co-Trustee or Separate Trustee........124 --------------------------------------------- Section 8.11. Appointment of Custodians............................125 ------------------------- Section 8.12. Appointment of Office or Agency......................126 ------------------------------- ARTICLE IX Page TERMINATION Section 9.01. Termination Upon Purchase by the Master Servicer or the Company or Liquidation of All Mortgage Loans............127 Section 9.02. Termination of REMIC II.................................129 Section 9.03. Additional Termination Requirements.....................129 ARTICLE X REMIC PROVISIONS Section 10.01. REMIC Administration....................................131 Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification...................................................134 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01. Amendment............................................136 --------- Section 11.02. Recordation of Agreement; Counterparts...............138 -------------------------------------- Section 11.03. Limitation on Rights of Certificateholders...........139 ------------------------------------------ Section 11.04. Governing Law........................................139 ------------- Section 11.05. Notices..............................................139 ------- Section 11.06. Notices to Rating Agency.............................140 ------------------------ Section 11.07. Severability of Provisions...........................141 -------------------------- Section 11.08. Supplemental Provisions for Resecuritization.........141 -------------------------------------------- EXHIBITS Exhibit A: Form of Class A Certificate Exhibit B: Form of Class M Certificate Exhibit C: Form of Class B Certificate Exhibit D: Form of Class R Certificate Exhibit E: Form of Custodial Agreement Exhibit F: Mortgage Loan Schedule Exhibit G: Form of Seller/Servicer Contract Exhibit H: Forms of Request for Release Exhibit I-1: Form of Transfer Affidavit and Agreement Exhibit I-2: Form of Transferor Certificate Exhibit J-1: Form of Investor Representation Letter Exhibit J-2: Form of ERISA Representation Letter Exhibit K: Form of Transferor Representation Letter Exhibit L: Form of Rule 144A Investment Representation Letter Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant to Section 11.01(e) for a Limited Guaranty Exhibit N: Form of Limited Guaranty Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan Exhibit P: Schedule of Discount Fractions Exhibit Q: Form of Request for Exchange Exhibit R: Planned Principal Balances and Targeted Principal Balances This is a Pooling and Servicing Agreement, dated as of February 1, 1997, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF CHICAGO, as Trustee (together with its permitted successors and assigns, the "Trustee"), PRELIMINARY STATEMENT: The Company intends to sell mortgage pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein). As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of REMIC I (as defined herein), and subject to this Agreement (including the Mortgage Loans but excluding the Initial Monthly Payment Fund), 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 Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. A segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-11, Class A-12, Class A-13, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, the Class A- 10 Component A, B, C, D, E, F, G, H, I, J and K and the Uncertificated REMIC II IO Regular Interests will be "regular interests" in REMIC II, and the Class R-II Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The Class A-14 Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC II IO Regular Interests. The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates issued on the Closing Date comprising the interests in the Trust Fund created hereunder.
Aggregate Initial Certificate Initial Pass-Through Principal Maturity Ratings Designation Type Rate Balance Features Date S&P Fitch ----------- ---- ------ --------- -------- ------ ----- ----- Class A-1 Senior 7.25% $92,500,000.00 Senior February 25, 2027 AAA AAA Class A-2 Senior 7.00% $11,073,000.00 Accretion Directed/ August 25, 2003 AAA AAA Segment/Senior Class A-3 Senior 7.30% $ 7,931,000.00 Accretion Directed/ March 25, 2007 AAA AAA Segment/Senior Class A-4 Senior 7.50% $ 3,750,000.00 Accrual/Senior February 25, 2027 AAA AAA Class A-5 Senior 7.50% $18,000,000.00 Lockout/Senior February 25, 2027 AAA AAA Class A-6 Senior 6.75 $19,875,000.00 PAC I/Senior February 25, 2027 AAA AAA Class A-7 Senior 7.00% $16,143,000.00 PAC I/Senior February 25, 2027 AAA AAA Class A-8 Senior 7.30% $ 5,573,000.00 PAC I/Senior February 25, 2027 AAA AAA Class A-9 Senior 7.50% $15,189,000.00 PAC II/Accretion December 25, 2011 AAA AAA Directed/Senior Class A-10 Senior See Below $45,347,855.00 See Below February 25, 2027 AAA AAA Class A-11 Senior 7.50% $ 3,300,000.00 Accrual/Senior February 25, 2027 AAA AAA Class A-12 Senior 7.50% $ 6,000,000.00 Senior Support/Lockout February 25, 2027 AAA AAA Class A-13 Senior 0.00% $ 112,677.89 Principal Only/Senior February 25, 2027 AAAr AAA Class A-14 Senior Variable Rate Notional Amount Variable Strip/ February 25, 2027 AAAr AAA Interest Only/Senior Class R-I Senior 7.50% $ 100.00 Residual/Senior February 25, 2027 AAA AAA Class R-II Senior 7.50% $ 100.00 Residual/Senior February 25, 2027 AAA AAA Class M-1 Mezzanine 7.50% $ 4,509,400.00 Mezzanine February 25, 2027 AA AA Class M-2 Mezzanine 7.50% $ 3,221,000.00 Mezzanine February 25, 2027 N/A A Class M-3 Mezzanine 7.50% $ 2,576,700.00 Mezzanine February 25, 2027 N/A BBB Class B-1 Subordinate 7.50% $ 1,159,500.00 Subordinate February 25, 2027 N/A BB Class B-2 Subordinate 7.50% $ 515,300.00 Subordinate February 25, 2027 N/A B Class B-3 Subordinate 7.50% $ 902,034.34 Subordinate February 25, 2027 N/A N/A The Class A-10 Certificates are comprised of eleven Components having the following designations, Pass-Through Rates, initial amounts and features: Designation Pass-Through Rate Initial Amount Features Class A-10 Component A 7.500% $ 7,499,800.00Super Senior Class A-10 Component B 0.250% Notional Amount Strip/Super Senior Class A-10 Component C 0.500% Notional Amount Strip/Super Senior Class A-10 Component D 7.500% $ 9,000,000.00Accrual/Super Senior Class A-10 Component E 0.200% Notional Amount Strip/Super Senior Class A-10 Component F 7.500% $ 5,246,000.00Accrual/Accretion Directed/Super Senior Class A-10 Component G 7.500% $19,311,000.00Accretion Directed/ TAC/Super Senior Class A-10 Component H 7.500% $ 4,291,055.00Accrual/Accretion Directed/TAC/Super Senior Class A-10 Component I 0.750% Notional Amount PAC Strip/Super Senior Class A-10 Component J 0.500% Notional Amount PAC Strip/Super Senior Class A-10 Component K 0.200% Notional Amount PAC Strip/Super Senior ============================= ============================ ============================ =============================
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to $257,678,667.23. The Mortgage Loans are fixed rate mortgage loans having terms to maturity at origination or modification of not more than 30 years. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm In consideration of the mutual agreements herein contained, the Company, 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. Accretion Termination Date: The Class A-4 Accretion Termination Date, Class A-11 Accretion Termination Date, Class A-10 Component D Accretion Termination Date, Class A-10 Component F Accretion Termination Date or Class A-10 Component H Accretion Termination Date, as applicable. Accrual Components: The Class A-10 Components D, F and H. Accrual Distribution Amount: The Class A-4 Accrual Distribution Amount, Class A-11 Accrual Distribution Amount, Class A-10 Component D Accrual Distribution Amount, Class A- 10 Component F Accrual Distribution Amount or Class A-10 Component H Accrual Distribution Amount, as applicable. Accrued Certificate Interest: With respect to each Distribution Date, as to any Class A Certificate (other than the Class A-10, Class A-13 and Class A-14 Certificates), any Class M Certificate, any Class B Certificate or any Class R Certificate, one month's interest accrued at the related Pass-Through Rate on the Certificate Principal Balance thereof immediately prior to such Distribution Date. With respect to each Distribution Date, as to the Class A-14 Certificates, one month's interest accrued at the related Pass-Through Rate on the related Notional Amount thereof, or, as to any Subclass of the Class A-14 Certificates issued pursuant to Section 5.01(c), one month's interest accrued at the related Pass-Through Rate on the related Subclass Notional Amount. With respect to each Distribution Date, as to the Class A-10 Certificates, (i) in the case of the Strip Components, one month's interest accrued on the related Notional Amounts at the related Pass-Through Rate; and (ii) in the case of the Components (other than the Strip Components), one month's interest accrued on the amounts of such Component at the related Pass-Through Rate. Accrued Certificate Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In each case Accrued Certificate Interest on any Class of Certificates or Components will be reduced by the amount of (i) Prepayment Interest Shortfalls (to the extent not offset by the Master Servicer with a payment of Compensating Interest as provided in Section 4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses (including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses) not allocated solely to one or more specific Classes of Certificates pursuant to Section 4.05, (iii) the interest portion of Advances previously made with respect to a Mortgage Loan or REO Property which remained unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property that were made with respect to [NY01B:304248.5] 16069-00388 02/27/97 1:33pm delinquencies that were ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other interest shortfalls not covered by the subordination provided by the Class M Certificates and Class B Certificates, including interest that is not collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar legislation or regulations as in effect from time to time, with all such reductions allocated among all of the Certificates in proportion to their respective amounts of Accrued Certificate Interest payable on such Distribution Date which would have resulted absent such reductions. With respect to the Class A-4 Certificates and Class A-11 Certificates and the Accrual Components on each Distribution Date that occurs prior to the related Accretion Termination Date, interest shortfalls allocable to such Certificates or Components on such Distribution Date will be so allocated by reducing the amount that is added to the Certificate Principal Balances or amounts thereof, as applicable, in respect of Accrued Certificate Interest pursuant to Section 4.02(e) through (i). Any portion of the reductions described in the second preceding sentence that are allocated to the Class A-14 Certificates shall be allocated among the Subclasses thereof, if any, in proportion to their respective amounts of Accrued Certificate Interest payable on such Distribution Date which would have resulted absent such reductions. In addition to that portion of the reductions described in the third preceding sentence that are allocated to any Class of Class B Certificates or any Class of Class M Certificates, Accrued Certificate Interest on such Class of Class B Certificates or such Class of Class M Certificates will be reduced by the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of Class B Certificates or such Class of Class M Certificates pursuant to Section 4.05. 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. Advance: As to any Mortgage Loan, any advance made by the Master Servicer, pursuant to Section 4.04. Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such first Person. For the purposes of this definition, "control" means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto. Amount Held for Future Distribution: As to any Distribution Date, the total of the amounts held in the Custodial Account at the close of business on the preceding Determination Date on account of (i) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant to Section 2.02, 2.03 or 2.04 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 and purchases of Mortgage Loans that the Master Servicer has deemed to have been received in the preceding [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 related Due Date. Appraised Value: As 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 determined above 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 the 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 as of February 27, 1997, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans. Available Distribution Amount: As to any Distribution Date, an amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Custodial Account pursuant to Section 3.12(a) and (iv) any amount deposited in the Certificate Account pursuant to Section 4.07, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (w) aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Bankruptcy Amount: As of any date of determination prior to the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A) $127,664.00 over (B) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05. As of any date of determination on or after the first anniversary of the Cut-off Date, an amount equal to the excess, if any, of (1) the lesser of (a) the Bankruptcy Amount calculated as of the close of business on the Business Day immediately preceding the most recent anniversary of the Cut-off Date coinciding with or preceding such date of determination (or, if such date of determination is an anniversary of the Cut-off Date, the Business Day immediately preceding such date of determination) (for purposes of this definition, the "Relevant Anniversary") and (b) the greater of [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (A) the greater of (i) 0.0006 times the aggregate principal balance of all the Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary having a Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount equal to the largest difference in the related Monthly Payment for any Non-Primary Residence Loan remaining in the Mortgage Pool which had an original Loan-to-Value Ratio of 80% or greater that would result if the Net Mortgage Rate thereof was equal to the weighted average (based on the principal balance of the Mortgage Loans as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number equal to the weighted average remaining term to maturity, in months, of all Non-Primary Residence Loans remaining in the Mortgage Pool as of the Relevant Anniversary, and (z) one plus the quotient of the number of all Non-Primary Residence Loans remaining in the Mortgage Pool divided by the total number of Outstanding Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000, over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Relevant Anniversary. The Bankruptcy Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Bankruptcy Code: The Bankruptcy Code of 1978, as amended. Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation or Debt Service Reduction; provided, however, that neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long as the Master Servicer has notified the Trustee in writing that the Master Servicer is diligently pursuing any remedies that may exist in connection with the representations and warranties made regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case without giving effect to any Debt Service Reduction. Book-Entry Certificate: Any Certificate registered in the name of the Depository or its nominee. Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of New York, the State of Michigan, the State of California or the State of Illinois (and such other state or states in which the Custodial Account or the [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Certificate Account are at the time located) are required or authorized by law or executive order to be closed. Buydown Funds: Any amount contributed by the seller of a Mortgaged Property, the Company or other source in order to enable the Mortgagor to reduce the payments required to be made from the Mortgagor's funds in the early years of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to deposit into the Custodial or Certificate Account. Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of interest is paid out of related Buydown Funds in accordance with a related buydown agreement. Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan. Certificate: Any Class A Certificate, Class M Certificate, Class B Certificate or Class R Certificate. Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01, which shall be entitled "The First National Bank of Chicago, as trustee, in trust for the registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 1997-S3" and which must be an Eligible Account. Certificate Account Deposit Date: As to any Distribution Date, the Business Day prior thereto. Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a Class R-I Certificate or Class R-II Certificate for purposes hereof and, solely for the purpose of giving any consent or direction pursuant to this Agreement, any Certificate, other than a Class R-I Certificate or Class R-II Certificate, registered in the name of the Company, the Master Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be outstanding and the Percentage Interest or Voting Rights evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has been obtained. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate Register. Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate, as reflected on the books of an indirect participating [NY01B:304248.5] 16069-00388 02/27/97 1:33pm brokerage firm for which a Depository Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise on the books of the Depository. Certificate Principal Balance: With respect to each Class A Certificate (other than the Class A-14 Certificates) and Class R Certificate, on any date of determination, an amount equal to (i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof, plus (ii)(a) in the case of each Class A-4 Certificate, an amount equal to the aggregate Accrued Certificate Interest added to the Certificate Principal Balance of the Class A-4 Certificates on each Distribution Date on or prior to the Class A-4 Accretion Termination Date pursuant to Section 4.02(e), (b) in the case of each Class A-11 Certificate, an amount equal to the aggregate Accrued Certificate Interest added to the Certificate Principal Balance of the Class A-11 Certificates on each Distribution Date on or prior to the Class A-11 Accretion Termination Date pursuant to Section 4.02(f) or (c) in the case of each Class A-10 Certificate, an amount equal to the aggregate Accrued Certificate Interest added to amounts of the Accrual Components in on each Distribution Date on or prior to the related Accretion Termination Dates pursuant to Section 4.02(g), (h) and (i), minus (iii) the sum of (a)(1) with respect to each such Certificates (other than the Class A-10 Certificates), the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal Balance thereof pursuant to Section 4.02(a) or (2) with respect to the Class A-10 Certificates, the aggregate of all amounts previously distributed to such Class A-10 Certificates (or any predecessor Certificates) and applied to reduce the amounts of the Class A-10 Components A, D, F, G and H pursuant to Section 4.02(a) and (b) 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 M Certificate, on any date of determination, an amount equal to (i) the Initial Certificate Principal Balance of such Class M 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 Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that if the Certificate Principal Balances of the Class B Certificates have been reduced to zero, the Certificate Principal Balance of each Class M Certificate of those Class M Certificates outstanding with the highest numerical designation at any given time shall thereafter be calculated to equal the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all other Classes of Certificates then outstanding. With respect to each Class B Certificate, on any date of determination, an amount equal to (i) the Initial Certificate Principal Balance of such Class B 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 Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that the Certificate Principal Balance of each Class B Certificate of those Class B Certificates outstanding with the highest numerical designation at any given time shall be calculated to equal the Percentage Interest [NY01B:304248.5] 16069-00388 02/27/97 1:33pm evidenced by such Certificate times the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all other Classes of Certificates then outstanding. The Class A-14 Certificates (or any Subclass thereof) will have no 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 bearing the same designation. The initial Class A-14 Certificates and any Subclass thereof issued pursuant to Section 5.01(c) shall be a single Class for purposes of this Agreement. Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A- 13 or Class A-14 Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, each such Certificate (other than the Class A-14 Certificates) evidencing an interest, or, in the case of the Class A-10 Certificates, eleven separate interests, designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. The Class A-14 Certificates will represent the entire beneficial ownership interest in the Uncertificated REMIC II IO Regular Interests. On and after the date of issuance of any Subclass of Class A-14 Certificates pursuant to Section 5.01(c), any such Subclass will represent the Uncertificated REMIC II IO Regular Interest or Interests specified by the initial Holder of the Class A-14 Certificates. Class A-4 Accretion Termination Date: With respect to Class A-4 Certificates, the earlier to occur of (i) the Distribution Date on which the amount of Segment II of the Class A-2 Certificates and Class A-3 Certificates and the amount of the Class A-10 Component F have been reduced to zero and (ii) the Credit Support Depletion Date. Class A-4 Accrual Distribution Amount: As defined in Section 4.02(a)(ii)(Y)(D). Class A-10 Component A: With respect to the Class A-10 Certificates, the Component A thereof having, on any date of determination, an amount equal to (i) $7,499,800.00 minus (ii) the sum of (x) the aggregate of all amounts previously distributed with respect to the Class A-10 Certificates and applied to reduce Class A-10 Component A pursuant to Section 4.02(b), and (y) the aggregate of all reductions in Class A-10 Component A deemed to have occurred in connection with Realized Losses which were previously allocated to Class A-10 Component A pursuant to Section 4.05, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-10 Component B: With respect to the Class A-10 Certificates, the Component B thereof having a Notional Amount as set forth in this Agreement and entitled to distributions of interest (but not principal) to the extent set forth in this Agreement, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Class A-10 Component C: With respect to the Class A-10 Certificates, the Component C thereof having a Notional Amount as set forth in this Agreement and entitled to distributions of interest (but not principal) to the extent set forth in this Agreement, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-10 Component D: With respect to the Class A-10 Certificates, the Component D thereof having, on any date of determination, an amount equal to (i) $9,000,000.00 minus (ii) the sum of (x) the aggregate of all amounts previously distributed with respect to the Class A-10 Certificates and applied to reduce Class A-10 Component D pursuant to Section 4.02(b), and (y) the aggregate of all reductions in Class A-10 Component D deemed to have occurred in connection with Realized Losses which were previously allocated to Class A-10 Component D pursuant to Section 4.05, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-10 Component D Accretion Termination Date: With respect to the Class A-10 Component D, the earlier to occur of (i) the Distribution Date on which the amount of Segment I of the Class A-2 Certificates and Class A-3 Certificates has been reduced to zero and (ii) the Credit Support Depletion Date. Class A-10 Component D Accrual Distribution Amount: As defined in Section 4.02(a)(ii)(Y)(D). Class A-10 Component E: With respect to the Class A-10 Certificates, the Component E thereof having a Notional Amount as set forth in this Agreement and entitled to distributions of interest (but not principal) to the extent set forth in this Agreement, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-10 Component F: With respect to the Class A-10 Certificates, the Component F thereof having, on any date of determination, an amount equal to (i) $5,246,000.00 minus (ii) the sum of (x) the aggregate of all amounts previously distributed with respect to the Class A-10 Certificates and applied to reduce Class A-10 Component F pursuant to Section 4.02(b), and (y) the aggregate of all reductions in Class A-10 Component F deemed to have occurred in connection with Realized Losses which were previously allocated to Class A-10 Component F pursuant to Section 4.05, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-10 Component F Accretion Termination Date: With respect to Class A-10 Component F, the earlier to occur of (i) the Distribution Date on which the amount of Segment II of the Class A-2 Certificates and Class A-3 Certificates has been reduced to zero and (ii) the Credit Support Depletion Date. Class A-10 Component F Accrual Distribution Amount: As defined in Section 4.02(a)(ii)(Y)(D). [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Class A-10 Component G: With respect to the Class A-10 Certificates, the Component G thereof having, on any date of determination, an amount equal to (i) $19,311,000.00 minus (ii) the sum of (x) the aggregate of all amounts previously distributed with respect to the Class A-10 Certificates and applied to reduce Class A-10 Component G pursuant to Section 4.02(b), and (y) the aggregate of all reductions in Class A-10 Component G deemed to have occurred in connection with Realized Losses which were previously allocated to Class A-10 Component G pursuant to Section 4.05, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-10 Component H: With respect to the Class A-10 Certificates, the Component H thereof having, on any date of determination, an amount equal to (i) $4,291,055.00 minus (ii) the sum of (x) the aggregate of all amounts previously distributed with respect to the Class A-10 Certificates and applied to reduce Class A-10 Component H pursuant to Section 4.02(b), and (y) the aggregate of all reductions in Class A-10 Component H deemed to have occurred in connection with Realized Losses which were previously allocated to Class A-10 Component H pursuant to Section 4.05, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-10 Component H Accretion Termination Date: With respect to the Class A-10 Component H, the earlier to occur of (i) the Distribution Date on which the Certificate Principal Balance of the PAC II Certificates and the amount of the Class A-10 Component G have been reduced to zero and (ii) the Credit Support Depletion Date. Class A-10 Component H Accrual Distribution Amount: As defined in Section 4.02(a)(ii)(Y)(D). Class A-10 Component I: With respect to the Class A-10 Certificates, the Component I thereof having a Notional Amount as set forth in this Agreement and entitled to distributions of interest (but not principal) to the extent set forth in this Agreement, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-10 Component J: With respect to the Class A-10 Certificates, the Component J thereof having a Notional Amount as set forth in this Agreement and entitled to distributions of interest (but not principal) to the extent set forth in this Agreement, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-10 Component K: With respect to the Class A-10 Certificates, the Component K thereof having a Notional Amount as set forth in this Agreement and entitled to distributions of interest (but not principal) to the extent set forth in this Agreement, being an uncertificated interest representing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class A-11 Accretion Termination Date: With respect to Class A-11 Certificates, the earlier to occur of (i) the Distribution Date on which the Certificate Principal Balance of the PAC [NY01B:304248.5] 16069-00388 02/27/97 1:33pm II Certificates and the amounts of the Class A-10 Component G and the Class A-10 Component H have been reduced to zero and (ii) the Credit Support Depletion Date. Class A-11 Accrual Distribution Amount: As defined in Section 4.02(a)(ii)(Y)(D). Class A-13 Collection Shortfall: With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount described in Section 4.02(b)(i)(C)(2). Class A-13 Principal Distribution Amount: As defined in Section 4.02(b)(i). Class B Certificate: Any one of the Class B-1 Certificates, Class B-2 Certificates or Class B-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit C and evidencing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and Class B-3 Percentage. Class B-1 Percentage: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Class B-1 Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Class B-1 Prepayment Distribution Trigger: With respect to any Distribution Date, a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of the Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to 1.00%. Class B-2 Percentage: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Class B-2 Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Class B-2 Prepayment Distribution Trigger: With respect to any Distribution Date, a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of the Class B-2 Certificates and Class B-3 Certificates immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to 0.55%. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Class B-3 Percentage: With respect to any Distribution Date, a fraction expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Class B-3 Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Class B-3 Prepayment Distribution Trigger: With respect to any Distribution Date, a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of the Class B-3 Certificates immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to 0.35%. Class M Certificate: Any one of the Class M-1 Certificates, Class M-2 Certificates or Class M-3 Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and evidencing an interest designated as a "regular interest" in REMIC II for purposes of the REMIC Provisions. Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and Class M-3 Percentage. Class M-1 Percentage: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Class M-1 Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Class M-2 Percentage: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Class M-2 Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Class M-2 Prepayment Distribution Trigger: With respect to any Distribution Date, a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of the Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to 3.25%. Class M-3 Percentage: With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Class M-3 Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) (other than the related Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Class M-3 Prepayment Distribution Trigger: With respect to any Distribution Date, a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of the Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) immediately prior to such Distribution Date is greater than or equal to 2.00%. Class R Certificate: Any one of the Class R-I Certificates or Class R-II Certificates. Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC I for purposes of the REMIC Provisions. Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC II for purposes of the REMIC Provisions. Closing Date: February 27, 1997. Code: The Internal Revenue Code of 1986. Compensating Interest: With respect to any Distribution Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in Full during the related Prepayment Period, but not more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans immediately preceding such Distribution Date and (b) the sum of the Servicing Fee, all income and gain on amounts held in the Custodial Account and the Certificate Account and payable to the Certificateholders with respect to such Distribution Date and servicing compensation to which the Master Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of this definition the amount of the Servicing Fee will not be reduced pursuant to Section 7.02 except as may be required pursuant to the last sentence of such Section. Component: Any of the Class A-10 Components A, B, C, D, E, F, G, H, I, J and K. 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 One First National Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention: Residential Funding Corporation Series 1997-S3. Credit Support Depletion Date: The first Distribution Date on which the Senior Percentage equals 100%. Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 Company, the Master Servicer, the Trustee and a Custodian in substantially the form of Exhibit E hereto. Custodian: A custodian appointed pursuant to a Custodial Agreement. Cut-off Date: February 1, 1997. Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof at the Cut-off Date after giving effect to all installments of principal due on or prior thereto, 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. Defaulted Mortgage Loss: With respect to any Mortgage Loan, any loss that is attributable to the Mortgagor's failure to make any payment of principal or interest as required under the Mortgage Note, except that such loss shall not include any Special Hazard Loss, Fraud Loss, Bankruptcy Loss, Extraordinary Loss or other loss resulting from damage to the related Mortgaged Property. Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any scheduled Monthly Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a proceeding under the Bankruptcy Code. Definitive Certificate: Any definitive, fully registered Certificate. Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage Loan. 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(3) 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 Securities Exchange Act of 1934, as amended. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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. 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. Discount Fraction: With respect to each Discount Mortgage Loan, the fraction expressed as a percentage, the numerator of which is 7.500% minus the Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is 7.500%. The Discount Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P attached hereto. Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or the initial Net Mortgage Rate) of less than 7.500% per annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to the definition of Qualified Substitute Mortgage Loan. Disqualified Organization: Any organization defined as a "disqualified organization" under Section 860E(e)(5) of the Code, which includes any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) 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 REMIC I or REMIC II or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms "United States", "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor provisions. Distribution Date: The 25th day of any month beginning in the month immediately following the month of the initial issuance of the Certificates or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Due Date: With respect to any Distribution Date, the first day of the month in which such Distribution Date occurs. Due Period: With respect to any Distribution Date, the period commencing on the second day of the month preceding the month of such Distribution Date and ending on the related Due 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 The First National Bank of Chicago or (B) an account or accounts maintained in the corporate asset services department of The First National Bank of Chicago, 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, a trust account or accounts maintained in the corporate trust division of The First National Bank of Chicago, or (v) an account or accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency). Eligible Funds: On any Distribution Date, the portion, if any, of the Available Distribution Amount remaining after reduction by the sum of (i) the aggregate amount of Accrued Certificate Interest on the Class A and Class R Certificates, (ii) the Senior Principal Distribution Amount (determined without regard to Section 4.02(a)(ii)(Y)(E) hereof), (iii) the Class A-13 Principal Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof) and (iv) the aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates. Event of Default: As defined in Section 7.01. Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which exceeds the then applicable Bankruptcy Amount. Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof, that exceeds the then applicable Special Hazard Amount. Excess Subordinate Principal Amount: With respect to any Distribution Date on which the Certificate Principal Balance of the most subordinate class or classes of Certificates (as established in Section 4.05 hereof) then outstanding is to be reduced to zero and on which Realized Losses are to be allocated to such class or classes, the excess, if any, of (i) the amount that would otherwise be distributable in respect of principal on such class or classes of Certificates on such Distribution Date over (ii) the excess, if any, of the Certificate Principal Balance of such class or classes of Certificates immediately prior to such Distribution Date over the aggregate amount of Realized Losses to be allocated to such classes of Certificates on such Distribution Date, as reduced by any such amount that is included in Section 4.02(b)(i)(E) hereof. Extraordinary Events: Any of the following conditions with respect to a Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes the liquidation of such Mortgage Loan: (a) losses that are of the type that would be covered by the fidelity bond and the errors and omissions insurance policy required to be maintained pursuant to Section 3.12(b) but are in excess of the coverage maintained thereunder; (b) nuclear reaction or nuclear radiation or radioactive contamination, all whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by the definition of the term "Special Hazard Loss"; (c) hostile or warlike action in time of peace or war, including action in hindering, combatting or defending against an actual, impending or expected attack: 1. by any government or sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces; or 2. by military, naval or air forces; or 3. by an agent of any such government, power, authority or forces; (d) any weapon of war employing atomic fission or radioactive force whether in time of peace or war; or (e) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combatting or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority; or risks of contraband or illegal transportation or trade. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event. FDIC: Federal Deposit Insurance Corporation or any successor thereto. FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto. 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 9.03. Fitch: Fitch Investors Service, L.P. or its successor in interest. FNMA: Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto. Foreclosure Profits: As to any Distribution Date or related Determination Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the month in which such Cash Liquidation or REO Disposition occurred. Fraud Loss Amount: As of any date of determination after the Cut-off Date, an amount equal to: (Y) prior to the first anniversary of the Cut-off Date, an amount equal to 2.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the Cut-off Date up to such date of determination and (Z) from the first to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of all of the Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to one or more specific Classes of Certificates in accordance with Section 4.05 since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero. The Fraud Loss Amount may be further reduced by the Master Servicer (including accelerating the manner in which such coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the origination of such Mortgage Loan. Independent: When used with respect to any specified Person, means such a Person who (i) is in fact independent of the Company, 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 Company, the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected with the Company, the Master Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Initial Certificate Principal Balance: With respect to each Class of Certificates, the Certificate Principal Balance of such Class of Certificates as of the Cut-off Date as set forth in the Preliminary Statement hereto. Initial Monthly Payment Fund: As defined in Section 2.01(f). Initial Notional Amount: With respect to the Class A-14 Certificates, the Cut-off Date Principal Balance of the Mortgage Loans corresponding to the Uncertificated REMIC II IO Regular Interests represented by the Class A-14 Certificates. Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Primary Insurance Policy or any other related insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own account. Insurer: Any named insurer under any Primary Insurance Policy or any successor thereto or the named insurer in any replacement policy. 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. 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 Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds. 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm determination and the denominator of which is the Appraised Value of the related Mortgaged Property. Lockout Certificate Percentage: A fraction, expressed as a percentage, equal to (x) the aggregate Certificate Principal Balance of the Class A-5 Certificates divided by (y) the aggregate Certificate Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates and the amounts of the Class A-10 Components A, D and F. Lockout Distribution Percentage: With respect to any Distribution Date, the percentage indicated below: Distribution Date Lockout Distribution Percentage March 1997 through February 2002................. 0% March 2002 through February 2003................. 30% of the Lockout Certificate Percentage March 2003 through February 2004................. 40% of the Lockout Certificate Percentage March 2004 through February 2005................. 60% of the Lockout Certificate Percentage March 2005 through February 2006................. 80% of the Lockout Certificate Percentage March 2006 and thereafter.................... the Lockout Certificate Percentage Notwithstanding the foregoing, if the Certificate Principal Balances of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and the amounts of the Class A-10 Components A, D and F have been reduced to zero, the Lockout Distribution Percentage will be equal to 100%. Maturity Date: The latest possible maturity date, solely for purposes of Section 1.860G- 1(a)(4)(iii) of the Treasury regulations, by which (i) the Certificate Principal Balance of each Class of Certificates (other than the Class A-14 Certificates which have no Certificate Principal Balance) or (ii) an Uncertificated REMIC II IO Regular Interest, representing a regular interest in REMIC II and the Uncertificated Principal Balance of each REMIC I Regular Interest would be reduced to zero, which is February 25, 2027, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan. Monthly Payment: With respect to any Mortgage Loan (including any REO Property) and any Due Date, the payment of principal and interest due thereon in accordance with the [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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). Moody's: Moody's Investors Service, Inc., or its successor in interest. Mortgage: With respect to each Mortgage Note related to a Mortgage Loan, the mortgage, deed of trust or other comparable instrument creating a first 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 Loan Schedule: The list of the Mortgage Loans attached hereto as Exhibit F (as amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which list shall set forth at a minimum the following information as to each Mortgage Loan: (i) the Mortgage Loan identifying number ("RFC LOAN #"); (ii) the street address of the Mortgaged Property including state and zip code ("ADDRESS"); (iii) the maturity of the Mortgage Note ("MATURITY DATE"); (iv) the Mortgage Rate ("ORIG RATE"); (v) the Subservicer pass-through rate ("CURR NET"); (vi) the Net Mortgage Rate ("NET MTG RT"); (vii) the Pool Strip Rate ("SPREAD"); (viii) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL P & I"); (ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (x) the Loan-to-Value Ratio at origination ("LTV"); (xi) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE"); (xii) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation residence; and [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (xiii) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner occupied residence. Such schedule may consist of multiple reports that collectively set forth all of the information required. Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally so held being identified in the initial Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto. Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto. Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the related Mortgage Note, or any modification thereto. Mortgaged Property: The underlying real property securing a Mortgage Loan. Mortgagor: The obligor on a Mortgage Note. Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest equal to the Adjusted Mortgage Rate less the per annum rate at which the Servicing Fee is calculated. Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage Loan. Non-Primary Residence Loans: The Mortgage Loans designated as secured by second or vacation residences, or by non-owner occupied residences, on the Mortgage Loan Schedule. Non-United States Person: Any Person other than a United States Person. Nonrecoverable Advance: Any Advance previously made or proposed to be made by the Master Servicer 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, REO Proceeds or amounts reimbursable to the Master Servicer pursuant to Section 4.02(a) hereof. The determination by the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance would constitute a Nonrecoverable Advance, shall be evidenced by an Officers' Certificate delivered to the Company and the Trustee. Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject to a Subservicing Agreement. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Notional Amount: As of any Distribution Date, with respect to the Class A-14 Certificates, the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated REMIC II IO Regular Interests represented by such Class A-14 Certificate immediately prior to such date. As of any Distribution Date, with respect to Class A-10 Component B, an amount equal to the Certificate Principal Balance of the Class A-1 Certificates immediately prior to such date. As of any Distribution Date, with respect to Class A-10 Component C, an amount equal to the Certificate Principal Balance of the Class A-2 Certificates immediately prior to such date. As of any Distribution Date, with respect to Class A-10 Component E, an amount equal to the Certificate Principal Balance of the Class A-3 Certificates immediately prior to such date. As of any Distribution Date, with respect to Class A-10 Component I, an amount equal to the Certificate Principal Balance of the Class A-6 Certificates immediately prior to such date. As of any Distribution Date, with respect to Class A-10 Component J, an amount equal to the Certificate Principal Balance of the Class A-7 Certificates immediately prior to such date. As of any Distribution Date, with respect to Class A-10 Component J, an amount equal to the Certificate Principal Balance of the Class A-8 Certificates immediately prior to such date. Officers' Certificate: A certificate signed by the Chairman of the Board, the President or a Vice President or Assistant Vice President, or a Director or Managing Director, and by the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Company 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 Company or the Master Servicer, provided that any opinion of counsel (i) referred to in the definition of "Permitted Transferee" or (ii) relating to the qualification of REMIC I or REMIC II as REMICs or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of Independent counsel. Original Senior Percentage: The fraction, expressed as a percentage, the numerator of which is the aggregate Initial Certificate Principal Balance of the Senior Certificates (other than the Class A-13 Certificates) and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans (other than the Discount Fraction of the Discount Mortgage Loans), which is approximately 95.00% as of the Closing Date. Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including an REO Property) which was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition and which was not purchased, deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03 or 2.04. Ownership Interest: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee. PAC Certificate: Any one of the Class A-6, Class A-7, Class A-8 or Class A-9 Certificates. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm PAC I Certificate:Any one of the Class A-6, Class A-7 or Class A-8 Certificates. PAC II Certificates: The Class A-9 Certificates. PAC Portion: As defined in Section 4.02(b)(ix). Pass-Through Rate: With respect to the Class A Certificates (other than the Class A-10, Class A-13 and Class A-14 Certificates), Class M Certificates, Class B Certificates and Class R Certificates and any Distribution Date, the per annum rate set forth in the Preliminary Statement hereto. With respect to each Component of the Class A-10 Certificates, the per annum rate set forth in the Preliminary Statement hereto. With respect to the Class A-14 Certificates and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans as of the Due Date in the month next preceding the month in which such Distribution Date occurs, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans, which Stated Principal Balances shall be the Stated Principal Balances of such Mortgage Loans at the close of business on the immediately preceding Distribution Date after giving effect to distributions thereon allocable to principal to the Holders of the Certificates. With respect to the Class A-14 Certificates and the initial Distribution Date, the Pass-Through Rate is equal to 0.4622% per annum. With respect to any Subclass of the Class A-14 Certificates and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the Uncertificated REMIC II IO Regular Interests represented by such Subclass as of the Due Date in the month next preceding the month in which such Distribution Date occurs, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans, which Stated Principal Balances shall be the Stated Principal Balances of such Mortgage Loans at the close of business on the immediately preceding Distribution Date after giving effect to distributions thereon allocable to principal to the Holder of such Certificate (or with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The Class A-13 Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest. Paying Agent: The First National Bank of Chicago or any successor Paying Agent appointed by the Trustee. Percentage Interest: With respect to any Certificate (other than a Class R Certificate), the undivided percentage ownership interest in the related Class evidenced by such Certificate, which percentage ownership interest shall be equal to the Initial Certificate Principal Balance thereof or Initial Notional Amount (in the case of the Class A-14 Certificates) divided by the aggregate Initial Certificate Principal Balance or Initial Notional Amount, as applicable, of all of the Certificates of the same Class. With respect to a Class R Certificate, the interest in distributions to be made with respect to such Class evidenced thereby, expressed as a percentage, as stated on the face of each such Certificate. Permitted Investments: One or more of the following: [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States; (ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available; (iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers' acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor's, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor's and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is the Rating Agency; (iv) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each Rating Agency in its highest short-term rating available; provided that such commercial paper 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations. References herein to the highest rating available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa in the case of Moody's, and references herein to the highest rating available on unsecured commercial paper and short-term debt obligations shall mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of Fitch. Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization or Non-United States Person. Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Planned Principal Balance: With respect to each Class of PAC Certificates and each Distribution Date, the amount set forth for such Class on such Distribution Date on Exhibit R hereto. Pool Stated Principal Balance: As to any date of determination, the aggregate of the Stated Principal Balances of each Mortgage Loan that was an Outstanding Mortgage Loan on the Due Date in the month preceding the month of such date of determination. Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal to the excess, if any, of (a) the Net Mortgage Rate of such Mortgage Loan over (b) 7.500% per annum (but not less than 0.00% per annum). Prepayment Assumption: A prepayment assumption of 250% of the standard prepayment assumption, used for determining the accrual of original issue discount and market discount and premium on the Certificates for federal income tax purposes. The standard prepayment assumption assumes a constant rate of prepayment of mortgage loans of 0.20% per annum of the then outstanding principal balance of such mortgage loans in the first month of the life of the mortgage loans, increasing by an additional 0.20% per annum in each succeeding month until the thirtieth month, and a constant 6% per annum rate of prepayment thereafter for the life of the mortgage loans. Prepayment Distribution Percentage: With respect to any Distribution Date and each Class of Class M Certificates and Class B Certificates, under the applicable circumstances set forth below, the respective percentages set forth below: (i) For any Distribution Date on which any Class of Class M or Class B Certificates are outstanding: (a) in the case of the Class of Class M Certificates then outstanding with the lowest numerical designation, or in the event the Class M Certificates are no longer outstanding, the Class of Class B Certificates then outstanding with [NY01B:304248.5] 16069-00388 02/27/97 1:33pm the lowest numerical designation and each other Class of Class M Certificates and Class B Certificates for which the related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Class immediately prior to such date and the denominator of which is the sum of the Certificate Principal Balances immediately prior to such date of (1) the Class of Class M Certificates then outstanding with the lowest numerical designation, or in the event the Class M Certificates are no longer outstanding, the Class of Class B Certificates then outstanding with the lowest numerical designation and (2) all other Classes of Class M Certificates and Class B Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of Class M Certificates and Class B Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%; and (ii) Notwithstanding the foregoing, if the application of the foregoing percentages on any Distribution Date as provided in Section 4.02 (determined without regard to the proviso to the definition of "Subordinate Principal Distribution Amount") would result in a distribution in respect of principal of any Class or Classes of Class M Certificates and Class B Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment Distribution Percentage of each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage of each other Class of Class M Certificates and Class B Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in accordance with the provisions in paragraph (i) above, as if the Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c) the total amount of the reductions in the Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the Non-Maturing Classes in proportion to their respective Recalculated Percentages (the portion of such aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of such Distribution Date, the Prepayment Distribution Percentage of each Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution Percentage thereof, calculated in accordance with the provisions in paragraph (i) above as if the Certificate Principal Balance of each Maturing Class had not been reduced to zero, plus (2) the related Adjustment Percentage. Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3 Prepayment Distribution Trigger. Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during the related Prepayment Period, an amount equal to the excess of one [NY01B:304248.5] 16069-00388 02/27/97 1:33pm month's interest at the Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the amount of interest (adjusted to the Net Mortgage Rate) 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 Net Mortgage Rate on the amount of such Curtailment. Prepayment Period: As to any Distribution Date, the calendar month preceding the month of distribution. Primary Insurance Policy: Each primary policy of mortgage guaranty insurance or any replacement policy therefor referred to in Section 2.03(b)(iv) and (v). 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: Collectively, the Seller Guide and the Servicer Guide for Residential Funding's mortgage loan purchase and conduit servicing program and all supplements and amendments thereto published by Residential Funding from time to time. 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 or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or at the Net Mortgage Rate in the case of a purchase made by the Master Servicer) 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 Company for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers' Certificate delivered to the Trustee, (i) have an outstanding principal balance, after deduction of the principal portion of the monthly payment due in the month of substitution (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after such deduction), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any shortfall to be deposited by Residential Funding in the Custodial Account in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value Ratio at the time of substitution no higher than that of the Deleted Mortgage Loan at the time of substitution; (iv) have a remaining term to stated maturity not greater than (and not more than one year less than) that of the Deleted [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Mortgage Loan; (v) comply with each representation and warranty set forth in Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and (vi) have a Pool Strip Rate equal to or greater than that of the Deleted Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of the related Deleted Mortgage Loan for purposes of calculating the Pass-Through Rate for the Class A-14 Certificates and (ii) the excess of the Pool Strip Rate on such Qualified Substitute Mortgage Loan as calculated pursuant to the definition of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted Mortgage Loan shall be payable to the Class R Certificates pursuant to Section 4.02 hereof. Rating Agency: Fitch and Standard & Poor's with respect to the Class A, Class R and Class M-1 Certificates and Fitch with respect to the Class M-2, Class M-3, Class B-1 and Class B-2 Certificates. If either 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 Company, 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 from the Due Date as to which interest was last paid or advanced to the 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 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 or 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 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. Record Date: With respect to each Distribution Date, the close of business on the last Business Day of the month next preceding the month in which the related Distribution Date occurs. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Regular Certificate: Any of the Certificates other than a Class R-I Certificate or Class R-II Certificate. REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code. REMIC Administrator: Residential Funding Corporation. If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement. REMIC I: The segregated pool of assets, with respect to which a REMIC election is to be made, 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 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, and (iv) the hazard insurance policies and Primary Insurance Policies, if any, and certain proceeds thereof. REMIC I Certificates: The Class R-I Certificates. REMIC II: The segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates pursuant to Section 2.06, with respect to which a separate REMIC election is to be made. REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A- 5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates. REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary and final regulations (or, to the extent not inconsistent with such temporary or final regulations, proposed regulations) and [NY01B:304248.5] 16069-00388 02/27/97 1:33pm published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time. REO Acquisition: The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14. REO Disposition: As to any REO Property, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and recoveries (including proceeds of a final sale) which the Master Servicer expects to be finally recoverable from the sale or other disposition of the REO Property. REO Imputed Interest: As to any REO Property, for any period, an amount equivalent to interest (at the Net Mortgage Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof for such period. REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without limitation, proceeds from the rental of the related Mortgaged Property) which proceeds are required to be deposited into the Custodial Account only upon the related REO Disposition. REO Property: A Mortgaged Property acquired by the Master Servicer through foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan. Request for Release: A request for release, the forms of which are attached as Exhibit H hereto. 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 Company 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 customarily performing functions similar to those performed by any of the above designated officers to whom, with respect to a particular matter, such matter is referred. Schedule of Discount Fractions: The schedule setting forth the Discount Fractions with respect to the Discount Mortgage Loans, attached hereto as Exhibit P. Segment I: With respect to the Class A-2 Certificates and Class A-3 Certificates, Segment I thereof having, on any date of determination, an amount equal to $9,000,000.00 minus the [NY01B:304248.5] 16069-00388 02/27/97 1:33pm aggregate of all amounts previously distributed with respect to the Class A-2 Certificates and Class A-3 Certificates applied to reduce Segment I pursuant to Section 4.02(b). Segment II: With respect to the Class A-2 Certificates and Class A-3 Certificates, Segment II thereof having, on any date of determination, an amount equal to $10,004,000.00 minus the aggregate of all amounts previously distributed with respect to the Class A-2 Certificates and Class A-3 Certificates applied to reduce Segment II pursuant to Section 4.02(b). Seller: As 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 Company, each containing representations and warranties in respect of one or more Mortgage Loans. Senior Accelerated Distribution Percentage: With respect to any Distribution Date, the percentage indicated below: Senior Accelerated Distribution Date Distribution Percentage March 1997 through February 2002.................... 100% March 2002 through February 2003.................... Senior Percentage, plus 70% of the Subordinate Percentage March 2003 through February 2004.................... Senior Percentage, plus 60% of the Subordinate Percentage March 2004 through February 2005.................... Senior Percentage, plus 40% of the Subordinate Percentage March 2005 through February 2006.................... Senior Percentage, plus 20% of the Subordinate Percentage March 2006 and thereafter....................... Senior Percentage provided, however, (i) that any scheduled reduction to the Senior Accelerated Distribution Percentage described above shall not occur as of any Distribution Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage Loans delinquent 60 days or more averaged over [NY01B:304248.5] 16069-00388 02/27/97 1:33pm the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Class M and Class B Certificates, is less than 50% or (Y) the outstanding principal balance of Mortgage Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans averaged over the last six months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans to date for such Distribution Date if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate Principal Balances of the Class M Certificates and Class B Certificates or (b)(1) the outstanding principal balance of Mortgage Loans delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans to date for any Distribution Date are less than 10% of the sum of the Initial Certificate Principal Balances of the Class M Certificates and Class B Certificates and (ii) that for any Distribution Date on which the Senior Percentage is greater than the Original Senior Percentage, the Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the aggregate Certificate Principal Balance of the Class A Certificates (other than the Certificate Principal Balance of the Class A-13 Certificates) and Class R Certificates to zero, the Senior Accelerated Distribution Percentage shall thereafter be 0%. Senior Interest Distribution Amount: As defined in Section 4.02(a)(i). Senior Percentage: As of any Distribution Date, the lesser of 100% and a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Class A Certificates (other than the Class A-13 Certificates) and Class R Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans or related REO Properties (other than the Discount Fraction of the Discount Mortgage Loans) immediately prior to such Distribution Date. Senior Principal Distribution Amount: As to any Distribution Date, the lesser of (a) the balance of the Available Distribution Amount remaining after the distribution of all amounts required to be distributed pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to be distributed to the Class A Certificateholders and Class R Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii). Senior Support Lockout Certificates: The Class A-12 Certificates. Senior Support Lockout Certificate Percentage: A fraction, expressed as a percentage, equal to (x) the aggregate Certificate Principal Balance of the Class A-12 Certificates divided by (y) the aggregate Certificate Principal Balances of the PAC Certificates, the Class A-11 Certificates and the Class A-12 Certificates and the amounts of the TAC Components. Senior Support Lockout Distribution Percentage: With respect to any Distribution Date, the percentage indicated below: [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Senior Support Distribution Date Lockout Distribution Percentage March 1997 through February 2002....................... 0% March 2002 through February 2006....................... 53% of the Senior Support Lockout Certificate Percentage March 2006 and thereafter.......................... the Senior Support Lockout Certificate Percentage Notwithstanding the foregoing, if the Certificate Principal Balance of the PAC Certificates and Class A-11 Certificates and the amounts of the TAC Components have been reduced to zero, the Senior Support Lockout Distribution Percentage will be equal to 100%. Sequential Portion: As defined in Section 4.02(b)(viii). 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 in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) compliance with the obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides services such as appraisals and brokerage services that are customarily provided by Persons other than servicers of mortgage loans, reasonable compensation for such services. Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable monthly to the Master Servicer in respect of master servicing compensation that accrues at an annual rate designated on the Mortgage Loan Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with respect to successor Master Servicers as provided in Section 7.02. Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Master Servicer, as such list may from time to time be amended. Special Hazard Amount: As of any Distribution Date, an amount equal to $2,576,787.00 minus the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to one or [NY01B:304248.5] 16069-00388 02/27/97 1:33pm more specific Classes of Certificates in accordance with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most recently calculated. For each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to the amount, if any, by which the amount calculated in accordance with the preceding sentence (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greater of (A) the greatest of (i) twice the outstanding principal balance of the Mortgage Loan in the Trust Fund which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary, (ii) the product of 1.00% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary and (iii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the Mortgage Loans in any single five-digit California zip code area with the largest amount of Mortgage Loans by aggregate principal balance as of such anniversary and (B) the greater of (i) the product of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans on the Distribution Date immediately preceding such anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans secured by Mortgaged Properties located in the State of California divided by the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans, expressed as a percentage, and the denominator of which is equal to 41.6% (which percentage is equal to the percentage of Mortgage Loans initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property located in the State of California. The Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency and (ii) provide a copy of such written confirmation to the Trustee. Special Hazard Loss: Any Realized Loss not in excess of the cost of the lesser of repair or replacement of a Mortgaged Property suffered by such Mortgaged Property on account of direct physical loss, exclusive of (i) any loss of a type covered by a hazard policy or a flood insurance policy required to be maintained in respect of such Mortgaged Property pursuant to Section 3.12(a), except to the extent of the portion of such loss not covered as a result of any coinsurance provision and (ii) any Extraordinary Loss. Standard & Poor's: Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, or its successor in interest. Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, at any given time, (i) the Cut-off Date Principal Balance of the Mortgage Loan, 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 prior to the most recent Distribution Date which were received or with respect to which an Advance was made, and (b) all Principal Prepayments [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 allocated to Certificateholders with respect thereto for any previous Distribution Date. Strip Components: The Class A-10 Components B, C, E, J, K and I. Subclass Notional Amount: As of any Distribution Date, with respect to any Subclass of the Class A-14 Certificates issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated REMIC II IO Regular Interests represented by such Subclass immediately prior to such date. Subclass: With respect to the Class A-14 Certificates, any Subclass thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the Uncertificated REMIC II IO Regular Interest or Interests specified by the initial Holder of the Class A-14 Certificates pursuant to Section 5.01(c). Subordinate Percentage: As of any Distribution Date, 100% minus the Senior Percentage as of such Distribution Date. Subordinate Principal Distribution Amount: With respect to any Distribution Date and each Class of Class M Certificates and Class B Certificates, (a) the sum of (i) the product of (x) the related Class M Percentage or Class B Percentage for such Class and (y) the aggregate of the amounts calculated for such Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of Class M Certificates and Class B Certificates then outstanding, of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise distributed to the Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full and Curtailments received in the related Prepayment Period (other than the related Discount Fraction of such Principal Payments in Full and Curtailments with respect to a Discount Mortgage Loan) to the extent not payable to the Senior Certificates; (iv) if such Class is the most senior Class of Certificates then outstanding (as established in Section 4.05 hereof), any Excess Subordinate Principal Amount for such Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a subordinate Class of Class M or Class B Certificates minus (b) any Excess Subordinate Principal Amount not payable to such Class on such Distribution Date pursuant to the definition thereof; provided, however, that such amount shall in no event exceed the outstanding Certificate Principal Balance of such Class of Certificates immediately prior to such date. Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a Subservicing Agreement. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 Company. Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the Master Servicer) in respect of subservicing and other compensation that accrues at an annual rate equal to the excess of the Mortgage Rate borne by the related Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule as the "CURR NET" for such Mortgage Loan. Super Senior Component Certificates: The Class A-10 Certificates. Super Senior Optimal Percentage: As of any Distribution Date occurring on or after the Credit Support Depletion Date, the fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of the Super Senior Component Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Certificate Principal Balance of each class of Certificates (other than the Principal Only Certificates) immediately prior to such Distribution Date. Super Senior Optimal Principal Distribution Amount: With respect to any Distribution Date occurring on or after the Credit Support Depletion Date, the product of (a) the then-applicable Super Senior Optimal Percentage for such class and (b) the Senior Principal Distribution Amount. TAC Component: Any one of the Class A-10 Component G or the Class A-10 Component H. Targeted Principal Balance: With respect to each of the TAC Components and each Distribution Date, the amount set forth for such Component on such Distribution Date on Exhibit R hereto. 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, [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of REMIC I and REMIC II due to their classification as REMICs under the REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws. Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership Interest in a Certificate. Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate. Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate. Trust Fund: REMIC I and REMIC II. Uncertificated Principal Balance: With respect to each Uncertificated REMIC I Regular Interest on any date of determination, an amount equal to $92,500,000.00 with respect to Uncertificated REMIC I Regular Interest Q, an amount equal to $11,073,000.00 with respect to Uncertificated REMIC I Regular Interest S, an amount equal to $7,931,000.00 with respect to Uncertificated REMIC I Regular Interest T, an amount equal to $19,875,000.00 with respect to Uncertificated REMIC I Regular Interest U, an amount equal to $16,143,000.00 with respect to Uncertificated REMIC I Regular Interest V, an amount equal to $5,573,000.00 with respect to Uncertificated REMIC I Regular Interest W, an amount equal to $112,677.89 with respect to Uncertificated REMIC I Regular Interest X and amount equal to $104,470,989.34 with respect to Uncertificated REMIC I Regular Interest Y, minus (ii) the sum of (x) the aggregate of all amounts previously deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal Balance thereof pursuant to Section 4.08(a)(ii) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses that were previously deemed allocated to the Uncertificated Principal Balance of such Uncertificated REMIC I Regular Interest pursuant to Section 4.08(d). Uncertificated REMIC I Accrued Interest: With respect to each Distribution Date, (i) as to Uncertificated REMIC I Regular Interest Q, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-1 Certificates if the Pass-Through Rate on such Classes were equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular Interest Q, (ii) as to Uncertificated REMIC I Regular Interest S, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-2 Certificates if the Pass-Through Rate on such Classes were equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular Interest S, (iii) as to Uncertificated REMIC I Regular Interest T, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-3 Certificates if the Pass-Through Rate on such Classes were equal to the Uncertificated REMIC I Pass-Through [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Rate on Uncertificated REMIC I Regular Interest T, (iv) as to Uncertificated REMIC I Regular Interest U, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-6 Certificates if the Pass-Through Rate on such Classes were equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular Interest U, (v) as to Uncertificated REMIC I Regular Interest V, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-7 Certificates if the Pass-Through Rate on such Classes were equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular Interest V, (vi) as to Uncertificated REMIC I Regular Interest W, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-8 Certificates, if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular Interest W, (vii) as to Uncertificated REMIC I Regular Interest X, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-13 Certificates, if the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular Interest X, (viii) as to Uncertificated REMIC I Regular Interest Y, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Class A-4, Class A-5, Class A-9, Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates and the Class A-10 Components A, D, F, G and H if the Pass-Through Rates on such Classes or Components were equal to the Uncertificated REMIC I Pass-Through Rate on Uncertificated REMIC I Regular Interest Y and (ix) as to each Uncertificated REMIC I IO Regular Interest, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on each such uncertificated interest, if the Pass-Through Rate on such uncertificated interest was equal to the related Uncertificated REMIC I Pass-Through Rate and the notional amount of such uncertificated interest was equal to the related Uncertificated REMIC I IO Notional Amount; provided, that any reduction in the amount of Accrued Certificate Interest resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts to the Class A-14 Certificateholders pursuant to Sections 4.02(a) and 4.05 hereof shall be allocated to the Uncertificated REMIC I IO Regular Interests pro rata in accordance with the amount of interest accrued with respect to each related Uncertificated REMIC I IO Notional Amount and such Distribution Date. Uncertificated REMIC I IO Notional Amount: With respect to each Uncertificated REMIC I IO Regular Interest, the aggregate Stated Principal Balance of the related Mortgage Loan. Uncertificated REMIC I IO Regular Interests: The 1,010 uncertificated partial undivided beneficial ownership interests in REMIC I, each relating to a particular Mortgage Loan, each having no principal balance, and each bearing interest at the respective Uncertificated REMIC I Pass-Through Rate on the Uncertificated REMIC I IO Notional Amount. Uncertificated REMIC I Pass-Through Rate: With respect to each of the Uncertificated REMIC I Regular Interests Q, S, T, U, V, W, X and Y, 7.500%, 7.500%, 7.500%, 7.500%, 7.500%, 7.500%, 0.00%, and 7.500%, respectively. With respect to the Uncertificated REMIC I IO Regular Interests, an amount equal to the Pool Strip Rate for the related Mortgage Loan. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Uncertificated REMIC I Regular Interest Q: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the Stated Principal Balance of the Mortgage Loans and REO Property from time to time multiplied by a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class A-1 Certificates and the denominator of which is the aggregate Certificate Principal Balance of all of the Certificates, and which bears interest at a rate equal to 7.500% per annum. Uncertificated REMIC I Regular Interest S: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the Stated Principal Balance of the Mortgage Loans and REO Property from time to time multiplied by a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class A-2 Certificates and the denominator of which is the aggregate Certificate Principal Balance of all of the Certificates, and which bears interest at a rate equal to 7.500% per annum. Uncertificated REMIC I Regular Interest T: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the Stated Principal Balance of the Mortgage Loans and REO Property from time to time multiplied by a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class A-3 Certificates and the denominator of which is the aggregate Certificate Principal Balance of all of the Certificates, and which bears interest at a rate equal to 7.500% per annum. Uncertificated REMIC I Regular Interest U: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the Stated Principal Balance of the Mortgage Loans and REO Property from time to time multiplied by a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class A-6 Certificates and the denominator of which is the aggregate Certificate Principal Balance of all of the Certificates, and which bears interest at a rate equal to 7.500% per annum. Uncertificated REMIC I Regular Interest V: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the Stated Principal Balance of the Mortgage Loans and REO Property from time to time multiplied by a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class A-7 Certificates and the denominator of which is the aggregate Certificate Principal Balance of all of the Certificates, and which bears interest at a rate equal to 7.500% per annum. Uncertificated REMIC I Regular Interest W: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the Stated Principal Balance of the Mortgage Loans and REO Property from time to time multiplied by a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class A-8 Certificates and the denominator of which is the aggregate Certificate Principal Balance of all of the Certificates, and which bears interest at a rate equal to 7.500% per annum. Uncertificated REMIC I Regular Interest X: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the Stated Principal Balance of the Mortgage Loans and REO Property from time to time multiplied by a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class A-13 Certificates [NY01B:304248.5] 16069-00388 02/27/97 1:33pm and the denominator of which is the aggregate Certificate Principal Balance of all of the Certificates, and which bears interest at a rate equal to 0.00% per annum. Uncertificated REMIC I Regular Interest Y: An uncertificated partial undivided beneficial ownership interest in REMIC I having a principal balance equal to the Stated Principal Balance of the Mortgage Loans and REO Property from time to time multiplied by a fraction, the numerator of which is the aggregate Certificate Principal Balance of the Class A-4, Class A-5, Class A-9, Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates and the sum of the amounts of Class A-10 Component A, D, F, G and H and the denominator of which is the aggregate Certificate Principal Balance of all of the Certificates, and which bears interest at a rate equal to 7.500% per annum. Uncertificated REMIC I Regular Interests: Uncertificated REMIC I Regular Interest Q, Uncertificated REMIC I Regular Interest S, Uncertificated REMIC I Regular Interest T, Uncertificated REMIC I Regular Interest U, Uncertificated REMIC I Regular Interest V, Uncertificated REMIC I Regular Interest W, Uncertificated REMIC I Regular Interest X, Uncertificated REMIC I Regular Interest Y and the Uncertificated REMIC I IO Regular Interests. Uncertificated REMIC I Regular Interest Q Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest Q for such Distribution Date pursuant to Section 4.08(a). Uncertificated REMIC I Regular Interest S Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest S for such Distribution Date pursuant to Section 4.08(a). Uncertificated REMIC I Regular Interest T Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest T for such Distribution Date pursuant to Section 4.08(a). Uncertificated REMIC I Regular Interest U Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest U for such Distribution Date pursuant to Section 4.08(a). Uncertificated REMIC I Regular Interest V Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest V for such Distribution Date pursuant to Section 4.08(a). Uncertificated REMIC I Regular Interest W Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest W for such Distribution Date pursuant to Section 4.08(a). Uncertificated REMIC I Regular Interest X Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest X for such Distribution Date pursuant to Section 4.08(a). [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Uncertificated REMIC I Regular Interest Y Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interest Y for such Distribution Date pursuant to Section 4.08(a). Uncertificated REMIC I Regular Interest Distribution Amounts: The Uncertificated REMIC I Regular Interest Q Distribution Amount, Uncertificated REMIC I Regular Interest S Distribution Amount, Uncertificated REMIC I Regular Interest T Distribution Amount, Uncertificated REMIC I Regular Interest U Distribution Amount, Uncertificated REMIC I Regular Interest V Distribution Amount, Uncertificated REMIC I Regular Interest W Distribution Amount, Uncertificated REMIC I Regular Interest X Distribution Amount, Uncertificated REMIC I Regular Interest Y Distribution Amount and the Uncertificated REMIC I IO Regular Interest Distribution Amount. Uncertificated REMIC II IO Accrued Interest: With respect to each Distribution Date, as to each Uncertificated REMIC II IO Regular Interest, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on each such uncertificated interest, if the Pass-Through Rate on such uncertificated interest was equal to the related Uncertificated REMIC II IO Pass-Through Rate and the notional amount of such uncertificated interest was equal to the related Uncertificated REMIC II IO Notional Amount; provided, that any reduction in the amount of Accrued Certificate Interest resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts to the Class A-14 Certificateholders pursuant to Sections 4.02(a) and 4.05 hereof shall be allocated to the Uncertificated REMIC II IO Regular Interests pro rata in accordance with the amount of interest accrued with respect to each related Uncertificated REMIC II IO Notional Amount and such Distribution Date. Uncertificated REMIC II IO Notional Amount: With respect to each Uncertificated REMIC II IO Regular Interest, the amount of the related Uncertificated REMIC I IO Notional Amount. Uncertificated REMIC II IO Pass-Through Rate: With respect to each Uncertificated REMIC II IO Regular Interest, the related Uncertificated REMIC II IO Regular Interest Pool Strip Rate. Uncertificated REMIC II IO Regular Interest Pool Strip Rate: With respect to each Uncertificated REMIC II IO Regular Interest, the Pool Strip Rate for the related Mortgage Loan. Uncertificated REMIC II IO Regular Interests: The 1,010 uncertificated undivided beneficial ownership interests in REMIC II each having a principal balance equal to $0 and each having a notional amount equal to the related Uncertificated REMIC I IO Notional Amount of the related Uncertificated REMIC I IO Regular Interest from time to time, and each of which bears interest on its notional amount at a rate equal to the Pool Strip Rate for the related Uncertificated REMIC I IO Regular Interest. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Uncertificated REMIC II IO Regular Interest Distribution Amounts: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC II IO Regular Interests for such Distribution Date pursuant to Section 4.09(a). Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to fiscal periods ending on or after December 15, 1995. Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies. United States Person: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States or any political subdivision thereof, or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States fiduciaries have the authority to control all substantial decisions of the trust. Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 98.0% of all of the Voting Rights shall be allocated among Holders of Certificates, other than the Class A-14, Class R-I and Class R-II Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1% of all Voting Rights shall be allocated to the Holders of the Class A-14 Certificates (and any Subclass thereof); and the Holders of the Class R-I Certificates and Class R-II Certificates shall be entitled to 0.5% and 0.5% of all of the Voting Rights, respectively, allocated among the Certificates of each such Class in accordance with their respecti3ve Percentage Interests. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01. Conveyance of Mortgage Loans. (a) The Company, concurrently with the execution and delivery hereof, does hereby assign to the Trustee without recourse all the right, title and interest of the Company in and to the Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest due on the Mortgage Loans on or before the Cut-off Date). (b) In connection with such assignment, except as set forth in Section 2.01(c) below, the Company 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 with evidence of recording indicated thereon or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (iii) An original Assignment of the Mortgage to the Trustee with evidence of recording indicated thereon or a copy of such assignment certified by the public recording office in which such assignment has been recorded; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee or a copy of such assignment or assignments of the Mortgage certified by the public recording office in which such assignment or assignments have been recorded; 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 certified by the public recording office in which such document has been recorded. (c) The Company may, in lieu of delivering the documents set forth in Section 2.01(b)(iv) and (v) to the Trustee or the Custodian or Custodians, deliver such documents to the [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth below. Within ten Business Days following the earlier of (i) the receipt of the original of each of the documents or instruments set forth in Section 2.01(b)(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. On the Closing Date, the Master Servicer shall certify that it has in its possession an original or copy of each of the documents referred to in Section 2.01(b)(iv) and (v) which has been delivered to it by the Company. Every six months after the Closing Date, for so long as the Master Servicer is holding documents pursuant to this Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it is one of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a report setting forth the status of the documents which it is holding. (d) In the event that in connection with any Mortgage Loan the Company cannot deliver the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy thereof certified by the public recording office) with evidence of recording thereon concurrently with the execution and delivery of this Agreement solely because of 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, the Company shall deliver or cause to be delivered to the Trustee or the respective Custodian a true and correct photocopy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Company 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 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 against the claim of any subsequent transferee or any successor to or creditor of the Company or the originator of such Mortgage Loan. If any Assignment is lost or returned unrecorded to the Company because of any defect therein, the Company 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 Company shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage or assignment (or copy thereof certified by the public recording office) with evidence of recording indicated thereon upon receipt thereof from the public recording office or from the related Subservicer. Any of the items set forth in Sections 2.01(b)(iv) and (v) that may be delivered as a copy rather than the original may be delivered in microfiche form. (e) It is intended that the conveyances by the Company to the Trustee of the Mortgage Loans as provided for in this Section 2.01 and the Uncertificated REMIC I Regular Interests as provided for in Section 2.06 be construed as a sale by the Company to the Trustee of the Mortgage Loans and the Uncertificated REMIC I Regular Interests for the benefit of the [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans and the Uncertificated REMIC I Regular Interests by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that the Mortgage Loans and the Uncertificated REMIC I Regular Interests are held to be property of the Company or of Residential Funding, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and the Uncertificated REMIC I Regular Interests, then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Sections 2.01 and 2.06 shall be deemed to be (1) a grant by the Company to the Trustee of a security interest in all of the Company'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) the Uncertificated REMIC I Regular Interests and (D) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Company 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 Company pursuant to the Assignment Agreement; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction (including, without limitation, Section 9-305, 8-313 or 8-321 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, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Company and, at the Company'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, the Uncertificated REMIC I 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 Company 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 Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans and [NY01B:304248.5] 16069-00388 02/27/97 1:33pm the Uncertificated REMIC I Regular Interests as evidenced by an Officer's Certificate of the Company, 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 Company 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 Company, (3) any transfer of any interest of Residential Funding or the Company in any Mortgage Loan or (4) any transfer of any interest of Residential Funding or the Company in any Uncertificated REMIC I Regular Interest. (f) The Master Servicer hereby acknowledges the receipt by it of cash in an amount equal to $1,341,531.00 (the "Initial Monthly Payment Fund"), representing scheduled principal amortization and interest at the Net Mortgage Rate for the Due Date in March 1997, for those Mortgage Loans for which the Trustee will not be entitled to receive such payment. The Master Servicer shall hold such Initial Monthly Payment Fund in the Custodial Account and shall include such Initial Monthly Payment Fund in the Available Distribution Amount for the Distribution Date in March 1997. Notwithstanding anything herein to the contrary, the Initial Monthly Payment Fund shall not be an asset of REMIC I or REMIC II. To the extent that the Initial Monthly Payment Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of the REMIC, (2) it shall be owned by the Seller and (3) amounts transferred by the REMIC to the Initial Monthly Payment Fund shall be treated as transferred to the Seller or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. 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) through (iii) 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 the Certificateholders, to review each Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain that all required documents (specifically as set forth in Section 2.01(b)), have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it. Upon delivery of the Mortgage Files by the Company 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(c) above. The Trustee or Custodian (such Custodian being so obligated under a Custodial Agreement) agrees to review each Mortgage File delivered to it pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain that all documents required to be delivered pursuant to such Section have been received, [NY01B:304248.5] 16069-00388 02/27/97 1:33pm and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have been conveyed to it. 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 in any material respect, the Trustee shall promptly so notify the Master Servicer and the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master Servicer, the Company and the Trustee of any such omission or defect found by it in respect of any Mortgage File held by it. 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 REMIC I 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, whether purchased by the Seller or the Subservicer, shall be deposited or caused to be deposited by the Master Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as the case may be, shall release to the Master Servicer the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the Seller or its designee or the Subservicer or its designee, as the case may be, any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust Fund. It is understood and agreed that the obligation of the Seller or the Subservicer, as the case may be, to so cure or purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Certificateholders or the Trustee on behalf of the Certificateholders. Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Company. (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 default (or an [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 Company, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iv) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any Federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; (v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vi) The Master Servicer will comply in all material respects in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Required Insurance Policy; (vii) No information, certificate of an officer, statement furnished in writing or report delivered to the Company, any Affiliate of the Company 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; and (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. 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 Company, 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure 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 Company 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) No Mortgage Loan is one month or more delinquent in payment of principal and interest as of the Cut-off Date and no Mortgage Loan has been so delinquent more than once in the 12-month period prior to the Cut-off Date; (ii) The information set forth in Exhibit F hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material respects at the date or dates respecting which such information is furnished; (iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage loans with level Monthly Payments due on the first day of each month and terms to maturity at origination or modification of not more than 30 years; (iv) To the best of the Company's knowledge, if a Mortgage Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures (a) at least 25% of the principal balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 17% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (c) at least 12% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits thereunder; (v) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are currently acceptable to each Rating Agency; (vi) No more than 0.9% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area in California, and no more than 0.8% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside California; [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (vii) If the improvements securing a Mortgage Loan are in a federally designated special flood hazard area, flood insurance in the amount required under the Program Guide covers the related Mortgaged Property (either by coverage under the federal flood insurance program or by coverage by private insurers); (viii) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company 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 assignment validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; (ix) None of the Mortgage Loans were underwritten under a reduced loan documentation program requiring no income verification and no asset verification; (x) Each Mortgagor represented in its loan application with respect to the related Mortgage Loan that the Mortgaged Property would be owner-occupied and therefore would not be an investor property as of the date of origination of such Mortgage Loan. No Mortgagor is a corporation or a partnership; (xi) Approximately 0.1% of the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date were Buydown Mortgage Loans; (xii)Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulation Sections 1.860G-2(a)(1); (xiii) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and binding and remains in full force and effect; (xiv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property as of the date the Mortgage Loan was originated was not less than the appraised value of such property at the time of origination of the refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's underwriting guidelines; (xv) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; and (xvi) One of the Mortgage Loans contains in the related Mortgage File a Destroyed Mortgage Note. 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Upon discovery by any of the Company, 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)(xii), 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 Company 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 Company 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 or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Company 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 Company 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 Company 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 Company, 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. 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 Company, 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 (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under 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). The Master Servicer shall promptly notify the related Seller or Residential Funding, as the case may be, of such breach and request that such Seller or Residential Funding, as the case may be, 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 at the Purchase Price and in the manner set forth in Section 2.02; provided that, in the case of a breach under the Assignment Agreement, Residential Funding shall have the option to substitute [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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. 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, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, 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, and, if the Deleted Mortgage Loan was a Discount Loan, the amended Schedule of Discount Fractions, 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 contained in the related Seller's Agreement as of the date of substitution, and the Company and the Master Servicer shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in this Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master Servicer shall be obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement) has occurred pursuant to Section 4 of the Assignment Agreement. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Certificateholders in the month of substitution). Residential Funding shall deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 the Trust Fund 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 (or in the case of Residential Funding to substitute for) such 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. 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 Evidencing Interests in REMIC I Certificates. 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 REMIC I, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written request of the Company executed by an officer of the Company has executed and caused to be authenticated and delivered to or upon the order of the Company the Class R-I Certificates in authorized denominations which together with the Uncertificated REMIC I Regular Interests, evidence ownership of REMIC I. The rights of the Class R-I Certificateholders and REMIC II to receive distributions from the proceeds of REMIC I in respect of the Class R-I Certificates and the Uncertificated REMIC I Regular Interests, and all ownership interests of the Class R-I Certificateholders and REMIC II in such distributions, shall be as set forth in this Agreement. Section 2.06. Conveyance of Uncertificated REMIC I Regular Interests and REMIC II Regular Interests; Acceptance by the Trustee. The Company, as of the Closing Date, and concurrently with the execution and delivery hereof, does hereby assign without recourse all the right, title and interest of the Company in and to the Uncertificated REMIC I Regular Interests and Uncertificated REMIC II Regular Interests to the Trustee for the benefit of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificateholders. The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Class B-2, Class B-3 and Class R-II Certificateholders. The rights of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificateholders to receive distributions from the proceeds of REMIC II in respect of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates, and all ownership interests of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificateholders in such distributions, shall be as set forth in this Agreement. Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II. The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Company executed by an officer of the Company, the Trustee has executed and caused to be authenticated and delivered to or upon the order of the Company, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates in authorized denominations evidencing ownership of the entire REMIC II. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 and shall have full power and authority, acting alone or through Subservicers as provided in Section 3.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and administration. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Subservicer is hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer, as the case may be, believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of consent to assumption or modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable instruments, or with respect to the modification or rerecording of a Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to an 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. 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 either REMIC I or REMIC II 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. In servicing and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with this Agreement, comply with the Program Guide as if it were the originator of such Mortgage Loan and had retained the servicing rights and obligations in respect thereof. In connection with servicing and administering the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may perform services such as appraisals and brokerage services that are not customarily provided by 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (b) All costs incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable to the extent permitted by Section 3.10(a)(ii). (c) The Master Servicer may enter into one or more agreements in connection with the offering of pass-through certificates evidencing interests in one or more of the Certificates providing for the payment by the Master Servicer of amounts received by the Master Servicer as servicing compensation hereunder and required to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which payment obligation will thereafter be an obligation of the Master Servicer hereunder. Section 3.02.Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' and Sellers' 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 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 or permitted by the Program Guide and are not inconsistent with this Agreement and as the Master Servicer and the Subservicer have agreed. A representative form of Subservicing Agreement is attached to this Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into different Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the interests of the Certificateholders. (b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee, 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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. 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, the 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 Company 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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, the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in any way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as referred to in Section 2.02 hereof. Section 3.06.Assumption or Termination of Subservicing Agreements by Trustee. (a) In the event the Master Servicer shall for any reason no longer be the master servicer (including by reason of an Event of Default), the Trustee, its designee or its successor shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that may have been entered into. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party to the Subservicing Agreement to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement. (b) The Master Servicer shall, upon request of the Trustee but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of each Subservicing Agreement to the assuming party. Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account. (a) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Insurance Policy, follow such collection procedures as it would employ in its good faith business judgment and which are normal and usual in its general mortgage servicing activities. Consistent with the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a Mortgage Loan in accordance with the Program Guide; provided, however, that the Master Servicer shall first determine that any such waiver or extension will not impair the coverage of any related Primary Insurance Policy or materially adversely affect the lien of the related Mortgage. In the event of any such arrangement, the Master Servicer shall make timely advances on the related Mortgage Loan during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements unless otherwise agreed to by the Holders of the Classes of Certificates affected thereby; provided, however, that no such extension shall be made if any advance would be a Nonrecoverable Advance. Consistent with the terms of [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 be 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), 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. 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 reamortized such that the Monthly Payment is recalculated as an amount that will fully amortize the remaining Stated Principal Balance thereof by the original Maturity Date based on the original Mortgage Rate; provided, that such re-amortization shall not be permitted if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes. (b) The Master Servicer shall establish and maintain a Custodial Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, the following payments and collections remitted by Subservicers or received by it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date): (i) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage Loans and the principal component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred; (ii) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including Buydown Funds, if any, and 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 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 or 4.07 and all amounts required to be deposited in connection with the substitution of a Qualified Substitute Mortgage Loan pursuant to Section 2.03 or 2.04; (v) Any amounts required to be deposited pursuant to Section 3.07(c) or 3.21; and [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (vi) All amounts transferred from the Certificate Account to the Custodial Account in accordance with Section 4.02(a). The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments on the Mortgage Loans which are not part of the Trust Fund (consisting of payments in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date) and payments or collections in the nature of prepayment charges or 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 and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may elect to treat such amounts as included in the Available Distribution Amount for the Distribution Date in the month of receipt, but is not obligated to do so. If the Master Servicer so elects, such amounts will be deemed to have been received (and any related Realized Loss shall be deemed to have occurred) on the last day of the month prior to the receipt thereof. (c) The Master Servicer shall use its best efforts to cause the institution maintaining the Custodial Account to invest the funds in the Custodial Account attributable to the Mortgage Loans in Permitted Investments which shall mature not later than the Certificate Account Deposit Date next following the date of such investment (with the exception of the Amount Held for Future Distribution) and which shall not be sold or disposed of prior to their maturities. All income and gain realized from any such investment shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments attributable to the investment of amounts in respect of the Mortgage Loans shall be deposited in the Custodial Account by the Master Servicer out of its own funds immediately as realized. (d) The Master Servicer shall give notice to the Trustee and the Company of any change in the location of the Custodial Account and the location of the Certificate Account prior to the use thereof. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 prepayment charges or late charges or assumption fees. 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 on any Curtailment received by such Subservicer in respect of a Mortgage Loan from the related Mortgagor during any month that is to be applied by the Subservicer to reduce the unpaid principal balance of the related Mortgage Loan as of the first day of such month, from the date of application of such Curtailment to the first day of the following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v). (c) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Each Servicing Account shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or as is otherwise acceptable to the Master Servicer, may also function as a [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from the Servicing Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items, to reimburse the Master Servicer or Subservicer out of related collections for any payments made pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if required, to Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part of its servicing duties, the Master Servicer shall, and the Subservicers will, pursuant to the Subservicing Agreements, be required to pay to the Mortgagors interest on funds in this account to the extent required by law. (d) The Master Servicer shall advance the payments referred to in the preceding subsection that are not timely paid by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise. Section 3.09.Access to Certain Documentation and Information Regarding the Mortgage Loans. In the event that compliance with this Section 3.09 shall make any Class of Certificates legal for investment by federally insured savings and loan associations, the Master Servicer shall provide, or cause the Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices designated by the Master Servicer. The Master Servicer shall permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a charge reasonably approximating the cost of such photocopying to the Master Servicer. Section 3.10. Permitted Withdrawals from the Custodial Account. (a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes: (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 or 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 particular Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and [NY01B:304248.5] 16069-00388 02/27/97 1:33pm proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) 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 interest being interest at the Net Mortgage 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 deposited in the Custodial Account that it is entitled to withdraw pursuant to Section 3.07(c); (v) to pay to itself as additional servicing compensation any Foreclosure Profits, and any amounts remitted by Subservicers as interest in respect of Curtailments pursuant to Section 3.08(b); (vi) to pay to itself, a Subservicer, a Seller, Residential Funding, the Company 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 or 9.01, all amounts received thereon and not required to be distributed to the 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 or any Advance reimbursable to the Master Servicer pursuant to Section 4.02(a)(iii); (viii) to reimburse itself or the Company for expenses incurred by and reimbursable to it or the Company pursuant to Sections 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 an Affiliate of the Company) 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (x) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein pursuant to Section 3.07. (b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Custodial Account pursuant to such clauses. (c) The Master Servicer shall be entitled to reimburse itself or the related Subservicer for any advance made in respect of a Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the Custodial Account of amounts on deposit therein attributable to the Mortgage Loans on any Certificate Account Deposit Date succeeding the date of such determination. Such right of reimbursement in respect of a Nonrecoverable Advance on any such Certificate Account Deposit Date shall be limited to an amount not exceeding the portion of such advance previously paid to the Certificateholders (and not theretofore reimbursed to the Master Servicer or the related Subservicer). Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder. (a) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in non-coverage under any applicable Primary Insurance Policy of any loss which, but for the actions of the Master Servicer or Subservicer, would have been covered thereunder. To the extent coverage is available, the Master Servicer shall keep or cause to be kept in full force and effect each such Primary Insurance Policy until the principal balance of the related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the Appraised Value 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 Company had knowledge of such Primary Insurance Policy. The Master Servicer shall be entitled to cancel or permit the discontinuation of any Primary Insurance Policy as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is reduced below an amount equal to 80% of the appraised value of the related Mortgaged Property as determined in any appraisal thereof after the Closing Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of principal payments on the Mortgage Loan after the Closing Date. In the event that the Company gains knowledge that as of the Closing Date, a Mortgage Loan had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject of a Primary Insurance Policy (and was not included in any exception to the representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its reasonable efforts to obtain and maintain a Primary Insurance Policy to the extent that such a policy is obtainable at a reasonable price. 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm having a rating equal to or better than the lower of the then-current rating or the rating assigned to the Certificates as of the Closing Date by such Rating Agency. (b) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present or to cause the related Subservicer to present, on behalf of the Master Servicer, the Subservicer, if any, the Trustee, the Certificateholders, claims to the Insurer under any Primary Insurance Policies, in a timely manner in accordance with such policies, and, in this regard, to take or cause to be taken such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the Master Servicer under any Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Section 3.12.Maintenance of Fire Insurance and Omissions and Fidelity Coverage. (a) The Master Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage in an amount which is equal to the lesser of the principal balance owing on such Mortgage Loan or 100 percent of the insurable value of the improvements; provided, however, that such coverage may not be less than the minimum amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do so without breaching the related Subservicing Agreement, the Master Servicer shall replace any Subservicer that does not cause such insurance, to the extent it is available, to be maintained. The Master Servicer shall also cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, 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 the 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 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). [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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, the 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 FNMA or FHLMC, whichever is greater, with respect to the Master Servicer if the Master Servicer were servicing and administering the Mortgage Loans for FNMA or FHLMC. 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 Company. Coverage of the Master Servicer under a policy or bond obtained by an Affiliate of the Master Servicer and providing the coverage required by this Section 3.12(b) shall satisfy the requirements of this Section 3.12(b). Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments. (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 (a) 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 (b) cause either REMIC I or REMIC II to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)), result in the imposition of any tax on "prohibited transactions" or constitute "contributions" after the start-up 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 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, 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 in writing by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 neither REMIC I nor REMIC II would 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 Day would be imposed on the REMIC 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 O, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof. Section 3.14. Realization Upon Defaulted Mortgage Loans. (a) The Master Servicer shall foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. In connection with such foreclosure or other conversion, 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 in a manner that is consistent with the provisions of this Agreement. The Master Servicer, however, shall not be required to expend its own funds or incur other reimbursable charges in connection with any foreclosure, or attempted foreclosure which is not completed, or towards the 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm after reimbursement to itself for such expenses or charges and (ii) that such expenses or 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 a determination by the Master Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts pursuant to Section 3.10. Concurrently with the foregoing, 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 any 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 REMIC I 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 the 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 REMIC I 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (c) In the event that REMIC I acquires any REO Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Master Servicer shall dispose of such REO Property within two years after its acquisition by REMIC I for purposes of Section 860G(a)(8) of the Code or, at the expense of REMIC I, request, more than 60 days before the day on which the two-year grace period would otherwise expire, an extension of the two-year 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 REMIC I of such REO Property subsequent to such two-year period will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code or cause REMIC I to fail to qualify as a REMIC at any time that any Uncertificated REMIC I Regular Interests are outstanding, in which case REMIC I 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 REMIC I shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of REMIC I in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject REMIC I 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 REMIC I 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 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, to the Due Date prior to the Distribution Date on which such amounts are to be distributed; third, to the Certificateholders as a recovery of principal on the Mortgage Loan (or REO Property) (provided that if any such Class of Certificates to which such Realized Loss was allocated is no longer outstanding, such subsequent recovery shall be distributed to the persons who were the Holders of such Class of Certificates when it was retired); fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer shall have no claims for any deficiencies with respect to such fees which result from the foregoing allocation); and fifth, to Foreclosure Profits. Section 3.15. Trustee to Cooperate; Release of Mortgage Files. (a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer will immediately notify the Trustee (if it holds the related Mortgage File) or the Custodian by a certification of a Servicing Officer (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 3.07 have been or will be so deposited), substantially in one of the forms [NY01B:304248.5] 16069-00388 02/27/97 1:33pm attached hereto as Exhibit H 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. 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 H hereto, requesting that possession of all, or any document constituting part of, the Mortgage File be released to the Master Servicer and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or any document therein to the Master Servicer. The Master Servicer shall cause each Mortgage File or any document therein so released to be returned to the Trustee, or the Custodian as agent for the Trustee when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered directly or through a Subservicer to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered directly or through a Subservicer to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto to the Master Servicer upon deposit of the related Liquidation Proceeds in the Custodial Account. (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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 the related Net Mortgage Rate, the Master Servicer shall be entitled to retain therefrom and to pay to itself and/or the related Subservicer any Servicing Fee or Subservicing Fee considered to be accrued but unpaid. (b) Additional servicing compensation in the form of prepayment charges, assumption fees, late payment charges, investment income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to the extent provided herein, subject to clause (e) below. (c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees and expenses of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14. (d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement. (e) Notwithstanding any other provision herein, the amount of servicing compensation that the Master Servicer shall be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall be reduced (but not below zero) by an amount equal to Compensating Interest (if any) for such Distribution Date. Such reduction shall be applied during such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any income or gain realized from any investment of funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts of servicing compensation to which the Master Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i) will not withdraw from the Custodial Account any such amount representing all or a portion of the Servicing Fee to which it is entitled pursuant to Section 3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate Account any such amount to which it is entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will not withdraw from the Custodial Account any such amount of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v) or (vi). Section 3.17. Reports to the Trustee and the Company. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Not later than fifteen days after each Distribution Date, the Master Servicer shall forward to the Trustee and the Company 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 Company and the Trustee on or before March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, 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 its performance under 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 March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, 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 Company and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. Section 3.20. Rights of the Company in Respect of the Master Servicer. The Master Servicer shall afford the Company, 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 Company 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 Company or Residential Funding. The Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Company or its designee. The Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise. Section 3.21. Administration of Buydown Funds. (a) With respect to any Buydown Mortgage Loan, the Subservicer has deposited Buydown Funds in an account that satisfies the requirements for a Subservicing Account (the "Buydown Account"). The Master Servicer shall cause the Subservicing Agreement to require that upon receipt from the Mortgagor of the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer will withdraw from the Buydown Account the predetermined amount that, when added to the amount due on such date from the Mortgagor, equals the full Monthly Payment and transmit that amount in accordance with the terms of the Subservicing Agreement to the Master Servicer together with the related payment made by the Mortgagor or advanced by the Subservicer. (b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its entirety during the period (the "Buydown Period") when Buydown Funds are required to be applied to such Buydown Mortgage Loan, the Subservicer shall be required to withdraw from the Buydown Account and remit any Buydown Funds remaining in the Buydown Account in accordance with the related buydown agreement. The amount of Buydown Funds which may be remitted in accordance with the related buydown agreement may reduce the amount required to be paid by the Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period and the property securing such Buydown Mortgage Loan is sold in the liquidation thereof (either by the Master Servicer or the insurer under any related Primary Insurance Policy), the Subservicer shall be required to withdraw from the Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in the Buydown Account and remit the same to the Master Servicer in [NY01B:304248.5] 16069-00388 02/27/97 1:33pm accordance with the terms of the Subservicing Agreement for deposit in the Custodial Account or, if instructed by the Master Servicer, pay to the insurer under any related Primary Insurance Policy if the Mortgaged Property is transferred to such insurer and such insurer pays all of the loss incurred in respect of such default. Any amount so remitted pursuant to the preceding sentence will be deemed to reduce the amount owed on the Mortgage Loan. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01. Certificate Account. (a) The Master Servicer on behalf 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) or Section 4.07, (iv) any amount required to be paid pursuant to Section 9.01 and (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding Distribution Date. (b) 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) any investment in the institution with which the Certificate Account is maintained 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. Subject to Section 3.16(e), 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 without any right of reimbursement. Section 4.02. Distributions. (a) 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 the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii), the amount required to be distributed to the Master Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of 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 (A) with respect to each Class of Certificates (other than the Class A-14 Certificates), shall be based on the aggregate of [NY01B:304248.5] 16069-00388 02/27/97 1:33pm the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to the Class A-14 Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to the initial Holder of the Class A-14 Certificate or to each Holder of a Subclass thereof, as applicable) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b)), in each case to the extent of the Available Distribution Amount: (i) to the Class A Certificateholders (other than the Class A-13 Certificateholders), Class R Certificateholders, on a pro rata basis based on Accrued Certificate Interest payable on such Certificates with respect to such Distribution Date, Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class A-14 Certificates), as applicable, for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a) (the "Senior Interest Distribution Amount"); (ii) (X) to the Class A-13 Certificateholders, the Class A-13 Principal Distribution Amount; and (Y) to the Class A Certificateholders (other than Class A-13 Certificateholders) and Class R Certificateholders, in the priorities and amounts set forth in Section 4.02(b)(ii) through (viii) and Section 4.02(c), the sum of the following (applied to reduce the Certificate Principal Balances of such Class A Certificates or Class R Certificates, as applicable): (A) the Senior Percentage for such Distribution Date times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan), whether or not received on or prior to the related Determination Date, minus the principal portion of any Debt Service Reduction (other than the related Discount Fraction of the principal portion of such Debt Service Reductions with respect to each Discount Mortgage Loan) which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (2) the Stated Principal Balance of any Mortgage Loan repurchased during the related Prepayment Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04 during the related Prepayment Period (other than the related Discount Fraction of such [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Stated Principal Balance or shortfall with respect to a Discount Mortgage Loan); and (3) the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(Y)(B), including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the related Prepayment Period (or deemed to have been so received in accordance with Section 3.07(b)) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 (other than the related Discount Fraction of the principal portion of such unscheduled collections with respect to a Discount Mortgage Loan); (B) with respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition occurred during the related Prepayment Period (or was deemed to have occurred during such period in accordance with Section 3.07(b)) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance, with respect to a Discount Mortgage Loan) and (b) the Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan included in Section 4.02(b)(i)(C)); (C) the Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full and Curtailments received in the related Prepayment Period (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to a Discount Mortgage Loan); (D) if such Distribution Date is on or prior to the related Accretion Termination Date, the Accrued Certificate Interest on the Class A-4 Certificates, Class A-11 Certificates and the Accrual Components that would otherwise be distributed to such Certificates or Components on such Distribution Date, to the extent added to the Certificate Principal Balance of such Certificates or the amount of such Component on such Distribution Date in accordance with Section 4.02(e) (the "Class A-4 Accrual Distribution Amount"), Section 4.02(f) (the "Class A-11 Accrual Distribution Amount"), Section 4.02(g) (the "Class A-10 Component D Accrual Distribution Amount"), Section 4.02(h) (the "Class A-10 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Component F Accrual Distribution Amount") or Section 4.02(i) (the "Class A-10 Component H Accrual Distribution Amount"); (E) any Excess Subordinate Principal Amount for such Distribution Date; and (F) any amounts described in subsection (ii)(Y), clauses (A), (B), (C) or (D) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (F) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Class M Certificates or Class B Certificates; (iii) if the Certificate Principal Balances of the Class M Certificates and Class B Certificates have not been reduced to zero, to the Master Servicer or a Subservicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Subservicer Advances previously made with respect to any Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses; (iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date, minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below minus (y) the amount of any Class A-13 Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates to the extent the amounts available pursuant to clause (x) of Section 4.02(a)(xv) are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for such Distribution Date minus (y) the amount of any Class A-13 Collection Shortfalls for such [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Class A Certificateholders and Class R Certificateholders in the priority set forth in Section 4.02(b), the portion, if any, of the Available Distribution Amount remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Class A and Class R Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Class A and Class R Certificates, and thereafter, to each Class of Class M Certificates then outstanding beginning with such Class with the lowest numerical designation, any portion of the Available Distribution Amount remaining after the Class A Certificates and Class R Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Class M Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Class M Certificates; and thereafter to each such Class of Class B Certificates then outstanding beginning with such Class with the lowest numerical designation, any portion of the Available Distribution Amount remaining after the Class M Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of Class B Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Class B Certificates; and (xvii) to the Class R-I Certificateholders, the balance, if any, of the Available Distribution Amount. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of Class B Certificates outstanding on such Distribution Date with the highest numerical designation, or in the event the Class B Certificates are no longer outstanding, the Class of Class M Certificates then outstanding with the highest numerical designation, or in the event the Class B Certificates and Class M Certificates are no longer outstanding, the Class A and Class R Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to Nonrecoverable Advances as determined by the Master Servicer with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition. (b) Distributions of principal on the Class A Certificates (other than the Class A-10 Certificates, to the extent of the Strip Components, and the Class A-14 Certificates) and Class R Certificates on each Distribution Date occurring prior to the occurrence of the Credit Support Depletion Date will be made as follows: (i) first, to the Class A-13 Certificates, until the Certificate Principal Balance thereof is reduced to zero, an amount (the "Class A-13 Principal Distribution Amount") equal to the aggregate of: (A) the related Discount Fraction of the principal portion of each Monthly Payment on each Discount Mortgage Loan due during the related Due Period, whether or not received on or prior to the related Determination Date, [NY01B:304248.5] 16069-00388 02/27/97 1:33pm minus the Discount Fraction of the principal portion of any related Debt Service Reduction which together with other Bankruptcy Losses exceeds the Bankruptcy Amount; (B) the related Discount Fraction of the principal portion of all unscheduled collections on each Discount Mortgage Loan received during the preceding calendar month (other than amounts received in connection with a Cash Liquidation or REO Disposition of a Discount Mortgage Loan described in clause (C) below), including Principal Prepayments in Full, Curtailments and repurchases (including deemed repurchases under Section 3.07(b)) of Discount Mortgage Loans (or, in the case of a substitution of a Deleted Mortgage Loan, the Discount Fraction of the amount of any shortfall deposited in the Custodial Account in connection with such substitution); (C) in connection with the Final Disposition of a Discount Mortgage Loan that did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (1) the applicable Discount Fraction of the Stated Principal Balance of such Discount Mortgage Loan immediately prior to such Distribution Date and (2) the aggregate amount of the collections on such Discount Mortgage Loan to the extent applied as recoveries of principal; (D) any amounts allocable to principal for any previous Distribution Date (calculated pursuant to clauses (A) through (C) above) that remain undistributed; and (E) the amount of any Class A-13 Collection Shortfalls for such Distribution Date and the amount of any Class A-13 Collection Shortfalls remaining unpaid for all previous Distribution Dates, but only to the extent of the Eligible Funds for such Distribution Date; (ii) an amount equal to the Class A-10 Component D Accrual Distribution Amount shall be distributed to the Class A-2 Certificates and Class A-3 Certificates, with such amount to be allocated in reduction of Segment I and distributed sequentially to the Class A-2 Certificates and Class A-3 Certificates, in that order, until the amount of Segment I has been reduced to zero; (iii) an amount equal to the Class A-10 Component F Accrual Distribution Amount shall be distributed to the Class A-2 Certificates and Class A-3 Certificates, with such amount to be allocated in reduction of Segment II and distributed sequentially to the Class A-2 Certificates and Class A-3 Certificates, in that order, until the amount of Segment II has been reduced to zero; (iv) an amount equal to the Class A-4 Accrual Distribution Amount shall be distributed to the Class A-2 Certificates, Class A-3 Certificates and to the Class A-10 Component F of the Class A-10 Certificates as follows: [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (A) first, to the Class A-2 Certificates and Class A-3 Certificates, with such amount to be allocated in reduction of Segment II and distributed sequentially to the Class A-2 Certificates and Class A-3 Certificates, in that order, until the amount of Segment II has been reduced to zero; and (B) second, to the Class A-10 Component F, in reduction of the amount thereof, until the amount thereof has been reduced to zero; (v) an amount equal to the Class A-11 Accrual Distribution Amount shall be distributed to PAC II Certificates and to the TAC Components of the Class A-10 Certificates as follows: (A) first, to the PAC II Certificates, without regard to its Planned Principal Balance, until the Certificate Principal Balance thereof has been reduced to zero; (B) second, to the Class A-10 Component G, without regard to its Targeted Principal Balance, in reduction of the amount thereof, until the amount thereof has been reduced to zero; and (C) third, to the Class A-10 Component H, without regard to its Targeted Principal Balance, in reduction of the amount thereof, until the amount thereof has been reduced to zero; (vi) an amount equal to the Class A-10 Component H Accrual Distribution Amount shall be distributed to the PAC II Certificates and to the Class A-10 Component G of the Class A-10 Certificates as follows: (A) first, to the PAC II Certificates, without regard to its Planned Principal Balance, until the Certificate Principal Balance has been reduced to zero; and (B) second, to the Class A-10 Component G, without regard to its Targeted Principal Balance, in reduction of the amount thereof, until the amount thereof has been reduced to zero; (vii) 62.3475143896% of the amount remaining after the distributions, if any, described in clauses (ii) through (vi) above (the "Sequential Portion") shall be distributed as follows: (A) first, to the Class R-I Certificates and Class R-II Certificates, concurrently, with the amount to be distributed allocated to the Class R-I Certificates and Class R-II Certificates on a pro rata basis in proportion to their respective Certificate Principal Balances, in reduction of the Certificate Principal Balances of such Certificates, until their respective Certificate Principal Balances are reduced to zero; [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (B) second, an amount equal to the Lockout Distribution Percentage of the Sequential Portion shall be distributed to the Lockout Certificates in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof has been reduced to zero; (C) third, to the Class A-10 Certificates in respect of the Class A-10 Component A, in reduction of the amount of the Class A-10 Component A, until the amount thereof has been reduced to zero; (D) fourth, to the Class A-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (E) fifth, to the Class A-2 Certificates and Class A-3 Certificates, with such amount to be allocated in reduction of Segment I and distributed sequentially to the Class A-2 Certificates and Class A-3 Certificates, in that order, until the amount of Segment I has been reduced to zero; (F) sixth, to the Class A-10 Component D, in reduction of the amount thereof, until the amount thereof has been reduced to zero; (G) seventh, to the Class A-2 Certificates and Class A-3 Certificates, with such amount to be allocated in reduction of Segment II and distributed sequentially to the Class A-2 Certificates and Class A-3 Certificates, in that order, until the amount of Segment II has been reduced to zero; (H) eighth, to the Class A-10 Certificates in respect of Class A-10 Component F, in reduction of the amount thereof, until the amount thereof has been reduced to zero; (I) ninth, to the Class A-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (J) tenth, to the Lockout Certificates until the Certificate Principal Balance thereof has been reduced to zero. (viii) 36.6524856104% of the amount remaining after the distributions, if any, described in clauses (ii) through (vi) above (the "PAC Portion") shall be distributed as follows: (A) an amount equal to the Senior Support Lockout Distribution Percentage of the PAC Portion shall be distributed to the Senior Support Lockout Certificates in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof has been reduced to zero; (B) an amount equal to the lesser of (1) the PAC Portion remaining after distributions pursuant to clause (viii)(A) above and (2) the aggregate amount [NY01B:304248.5] 16069-00388 02/27/97 1:33pm necessary to reduce the outstanding Certificate Principal Balances of the PAC I Certificates to their respective Planned Principal Balances of each such class for such Distribution Date, shall be distributed in reduction of the Certificate Principal Balances of the classes set forth below as follows: (1) first, to the Class A-6 Certificates until the Certificate Principal Balance thereof has been reduced to its Planned Principal Balance; (2) second, to the Class A-7 Certificates, until the Certificate Principal Balance thereof has been reduced to its Planned Principal Balance; and (3) third, to the Class A-8 Certificates, until the Certificate Principal Balance thereof has been reduced to its Planned Principal Balance; (C) an amount equal to the lesser of (1) the PAC Portion remaining after distributions pursuant to clause (viii)(B) above and (2) the aggregate amount necessary (after giving effect to the distributions in clauses (v) and (vi) above) to reduce the outstanding Certificate Principal Balance of the PAC II Certificates to its Planned Principal Balance for such Distribution Date, shall be distributed in reduction of the Certificate Principal Balance of the PAC II Certificates, until the Certificate Principal Balance thereof has been reduced to its Planned Principal Balance; (D) an amount equal to the lesser of (1) the PAC Portion remaining after distributions pursuant to clause (viii)(C) above and (2) the aggregate amount (after giving effect to the distributions in clauses (v) and (vi) above) necessary to reduce the amounts of the TAC Components to their Targeted Principal Balances for such Distribution Date, shall be distributed in reduction of the amounts of the TAC Components, until such amounts have been reduced to their Targeted Principal Balances as follows: (1) first, to the Class A-10 Certificates in respect of the Class A-10 Component G, in reduction of the amount of the Class A-10 Component G, until the amount thereof has been reduced to its Targeted Principal Balance; (2) second, to the Class A-10 Certificates in respect of the Class A- 10 Component H, in reduction of the amount of the Class A-10 Component H, until the amount thereof has been reduced to its Targeted Principal Balance; (E) the balance of the PAC Portion remaining after the distributions, if any, described in clause (viii)(D) above shall be distributed in reduction of the Certificate Principal Balances of the classes set forth below, without regard to [NY01B:304248.5] 16069-00388 02/27/97 1:33pm their respective Planned Principal Balances or Targeted Principal Balances, as follows: (1) first, to the Class A-11 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (2) second, to the Class A-9 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (3) third, to the Class A-10 Certificates in respect of the Class A-10 Component G, in reduction of the amount of the Class A-10 Component G, until the amount thereof has been reduced to zero; (4) fourth, to the Class A-10 Certificates in respect of the Class A- 10 Component H, in reduction of the amount of the Class A-10 Component H, until the amount thereof has been reduced to zero; (5) fifth, to the Class A-6 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (6) sixth, to the Class A-7 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (7) seventh, to the Class A-8 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (8) eighth, to the Senior Support Lockout Certificates until the Certificate Principal Balance thereof has been reduced to zero. (c) On or after the occurrence of the Credit Support Depletion Date but prior to the reduction of the Certificate Principal Balance of the Senior Support Lockout Certificates to zero, all priorities relating to distributions as described above in respect of principal among the various classes of Senior Certificates (other than the Class A-13 Certificates) will be disregarded and an amount equal to the Discount Fraction of the principal portion of scheduled or unscheduled payments received or advanced in respect of Discount Mortgage Loans will be distributed to the Class A-13 Certificates and the Senior Principal Distribution Amount will be distributed among all classes of Senior Certificates (other than the Class A-13 Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances and the Senior Interest Distribution Amount will be distributed as set forth in Section 4.02(a)(i) above; provided that the aggregate amount distributable to the Super Senior Component Certificates and the Senior Support Lockout Certificates in respect of the aggregate Accrued Certificate Interest thereon and in respect of their collective pro rata portion of the Senior Principal Distribution Amount will be distributed among such Certificates in the following priority: first, to the Super Senior Component Certificates, up to an amount equal to the Accrued Certificate Interest thereon; second, to the Super Senior Component Certificates, up to an amount equal to the Super Senior Optimal Principal Distribution Amount thereof, in reduction of the Certificate Principal Balances thereof; third, to the Senior [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Support Lockout Certificates, up to an amount equal to the Accrued Certificate Interest thereon; and fourth, to the Senior Support Lockout Certificates, until the Certificate Principal Balance thereof is reduced to zero. (d) On or after the occurrence of the Credit Support Depletion Date and upon reduction of the Certificate Principal Balance of the Senior Support Lockout Certificates to zero, all priorities relating to distributions as described above in respect of principal among the various classes of Senior Certificates (other than the Principal Only Certificates) will be disregarded, an amount equal to the Discount Fraction of the principal portion of scheduled payments and unscheduled collections received or advanced in respect of Discount Mortgage Loans will be distributed to the Principal Only Certificates, and the Senior Principal Distribution Amount will be distributed to all classes of Senior Certificates (other than the Principal Only Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances. (e) On each Distribution Date prior to the Class A-4 Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be distributed on the Class A-4 Certificates shall be added to the Certificate Principal Balance of such Certificate; provided that if the Class A-4 Accretion Termination Date is the Credit Support Depletion Date, the entire amount of Accrued Certificate Interest on the Class A-4 Certificates for such Distribution Date will be paid to the Holders of the Class A-4 Certificates. On and after the Class A-4 Accretion Termination Date, the entire amount of Accrued Certificate Interest on Class A-4 Certificates for such Distribution Date shall be payable to the Holders of the Class A-4 Certificates to the extent not required to fully reduce the amount of Segment II and the amount the Class A-10 Component F to zero on such Class A-4 Accretion Termination Date. Any such Accrued Certificate Interest on the Class A-4 Certificates which is required to be paid to the holders of the Class A-2 Certificates and Class A-3 Certificates in respect of Segment II and the Class A-10 Component F on the Class A-4 Accretion Termination Date will be added to the Certificate Principal Balance of the Class A-4 Certificates in the manner described in the first sentence of this Section 4.02(e). (f) On each Distribution Date prior to the Class A-11 Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be distributed on the Class A-11 Certificates shall be added to the Certificate Principal Balance of such Certificate; provided that if the Class A-11 Accretion Termination Date is the Credit Support Depletion Date, the entire amount of Accrued Certificate Interest on the Class A-11 Certificates for such Distribution Date will be paid to the Holders of the Class A-11 Certificates. On and after the Class A-11 Accretion Termination Date, the entire amount of Accrued Certificate Interest on Class A-11 Certificates for such Distribution Date shall be payable to the Holders of the Class A- 11 Certificates to the extent not required to fully reduce the Certificate Principal Balance of the PAC II Certificates and the amounts of the TAC Components to zero on such Class A-11 Accretion Termination Date. Any such Accrued Certificate Interest on the Class A-11 Certificates which is required to be paid to the holders of the PAC II Certificates and the TAC Components on the Class A-11 Accretion Termination Date will be added to the Certificate Principal Balance of the Class A-11 Certificates in the manner described in the first sentence of this Section 4.02(f). (g) On each Distribution Date prior to the Class A-10 Component D Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be [NY01B:304248.5] 16069-00388 02/27/97 1:33pm distributed on the Class A-10 Certificates in respect of Class A-10 Component D shall be added to the amount of such Component; provided that if the Class A-10 Component D Accretion Termination Date is the Credit Support Depletion Date, the entire amount of Accrued Certificate Interest on Class A-10 Component D for such Distribution Date will be paid in respect of Class A-10 Component D to the Holders of the Class A-10 Certificates. On and after the Class A-10 Component D Accretion Termination Date, the entire amount of Accrued Certificate Interest on Class A-10 Component D for such Distribution Date shall be payable in respect of Class A-10 Component D to the Holders of the Class A-2 Certificates and Class A-3 Certificate in respect of Segment I to the extent not required to fully reduce the amount of Segment I to zero on such Class A-10 Component D Accretion Termination Date. Any such Accrued Certificate Interest on Class A-10 Component D which is required to be paid to the holders of the Class A-2 Certificates and Class A-3 Certificates in respect of Segment I on the Class A-10 Component D Accretion Termination Date will be added to the amount of Class A-10 Component D in the manner described in the first sentence of this Section 4.02(g). (h) On each Distribution Date prior to the Class A-10 Component F Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be distributed on the Class A-10 Certificates in respect of Class A-10 Component F shall be added to the amount of such Component; provided that if the Class A-10 Component F Accretion Termination Date is the Credit Support Depletion Date, the entire amount of Accrued Certificate Interest on Class A-10 Component F for such Distribution Date will be paid in respect of Class A-10 Component F to the Holders of the Class A-10 Certificates. On and after the Class A-10 Component F Accretion Termination Date, the entire amount of Accrued Certificate Interest on Class A-10 Component F for such Distribution Date shall be payable in respect of Class A-10 Component F to the Holders of the Class A-2 Certificates and Class A-3 Certificate in respect of Segment II to the extent not required to fully reduce the amount of Segment II to zero on such Class A-10 Component F Accretion Termination Date. Any such Accrued Certificate Interest on Class A-10 Component F which is required to be paid to the holders of the Class A-2 Certificates and Class A-3 Certificates in respect of Segment II on the Class A-10 Component F Accretion Termination Date will be added to the amount of Class A-10 Component F in the manner described in the first sentence of this Section 4.02(h). (i) On each Distribution Date prior to the Class A-10 Component H Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be distributed on the Class A-10 Certificates in respect of Class A-10 Component H shall be added to the amount of such Component; provided that if the Class A-10 Component H Accretion Termination Date is the Credit Support Depletion Date, the entire amount of Accrued Certificate Interest on Class A-10 Component H for such Distribution Date will be paid in respect of Class A-10 Component H to the Holders of the Class A-10 Certificates. On and after the Class A-10 Component H Accretion Termination Date, the entire amount of Accrued Certificate Interest on Class A-10 Component H for such Distribution Date shall be payable in respect of Class A-10 Component H to the Holders of the PAC II Certificates and the Class A-10 Component G to the extent not required to fully retire the PAC II Certificates and reduce the amount of the Class A-10 Component G to zero on such Class A-10 Component H Accretion Termination Date. Any such Accrued Certificate Interest on Class A-10 Component H which is required to be paid to the holders of the TAC Certificates or the Class A-10 Component G on the Class A-10 Component [NY01B:304248.5] 16069-00388 02/27/97 1:33pm H Accretion Termination Date will be added to the amount of Class A-10 Component H in the manner described in the first sentence of this Section 4.02(i). (j) In addition to the foregoing distributions, with respect to any Mortgage Loan that was previously the subject of a Cash Liquidation or an REO Disposition that resulted in a Realized Loss, in the event that within two years of the date on which such Realized Loss was determined to have occurred the Master Servicer receives amounts, which the Master Servicer reasonably believes to represent subsequent recoveries (net of any related liquidation expenses), or determines that it holds surplus amounts previously reserved to cover estimated expenses, specifically related to such Mortgage Loan (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), the Master Servicer shall distribute such amounts to the Class or Classes to which such Realized Loss was allocated, if applicable (with the amounts to be distributed allocated among such Classes in the same proportions as such Realized Loss was allocated), and within each such Class to the Certificateholders of record as of the Record Date immediately preceding the date of such distribution (or if such Class of Certificates is no longer outstanding, to the Certificateholders of record at the time that such Realized Loss was allocated); provided that no such distribution to any Class of Certificates of subsequent recoveries related to a Mortgage Loan shall exceed, either individually or in the aggregate and together with any other amounts paid in reimbursement therefor, the amount of the related Realized Loss that was allocated to such Class of Certificates. Notwithstanding the foregoing, no such distribution shall be made with respect to the Certificates of any Class to the extent that either (i) such Class was protected against the related Realized Loss pursuant to any instrument or fund established under Section 11.01(e) or (ii) such Class of Certificates has been deposited into a separate trust fund or other structuring vehicle and separate certificates or other instruments representing interests therein have been issued in one or more classes, and any of such separate certificates or other instruments was protected against the related Realized Loss pursuant to any limited guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar instrument or a reserve fund, or a combination thereof. Any amount to be so distributed shall be distributed by the Master Servicer to the Certificateholders of record as of the Record Date immediately preceding the date of such distribution (i) with respect to the Certificates of any Class (other than the Class A-14 Certificates), on a pro rata basis based on the Percentage Interest represented by each Certificate of such Class as of such Record Date and (ii) with respect to the Class A-14 Certificates, to the Class A-14 Certificates or any Subclass thereof to which the related Realized Loss (or portion thereof) was previously allocated. Any amounts to be so distributed shall not be remitted to or distributed from the Trust Fund, and shall constitute subsequent recoveries with respect to Mortgage Loans that are no longer assets of the Trust Fund. (k) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Trustee, the Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law. (l) 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. (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 to each Holder and the Company a statement setting forth the following information as to each Class of Certificates 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 pursuant to Section 4.04; (v) the number and Pool Stated Principal Balance of the Mortgage Loans after giving effect to the distribution of principal on such Distribution Date; (vi) the aggregate Certificate Principal Balance of each Class of Certificates, and each of the Senior, Class M and Class B Percentages, 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; [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (vii) the related Subordinate Principal Distribution Amount and Prepayment Distribution Percentage, if applicable; (viii) on the basis of the most recent reports furnished to it by Subservicers, the number and aggregate principal balances of Mortgage Loans that are delinquent (A) one month, (B) two months and (C) three months and the number and aggregate principal balance of Mortgage Loans that are in foreclosure; ix) the number, aggregate principal balance and book value of any REO Properties; (x) 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; (xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the close of business on such Distribution Date and a description of any change in the calculation of such amounts; (xii) the weighted average Pool Strip Rate for such Distribution Date and the Pass-Through Rate on the Class A-14 Certificates and each Subclass, if any, thereof; (xiii) the occurrence of the Credit Support Depletion Date and the Class A-4 Accretion Termination Date, Class A-11 Accretion Termination Date, Class A-10 Component D Accretion Termination Date, Class A-10 Component F Accretion Termination Date or Class A-10 Component H Accretion Termination Date; (xiv) the Senior Accelerated Distribution Percentage applicable to such distribution; (xv) the Senior Percentage, Lockout Certificate Percentage, Lockout Distribution Percentage, Senior Support Lockout Certificate Percentage and Senior Support Lockout Distribution Percentage for such Distribution Date; (xvi) the aggregate amount of Realized Losses for such Distribution Date; (xvii) the aggregate amount of any recoveries on previously foreclosed loans from Sellers due to a breach of representation or warranty; (xviii) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; and (xix) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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. (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 shall forward, or cause to be forwarded, to each Person who at any time during the calendar year was the Holder of a Certificate, other than a Class R Certificate, a statement containing the information set forth in clauses (i) and (ii) of subsection (a) above aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer 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 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 pursuant to any requirements of the Code. (d) Upon the written request of any Certificateholder, the Master Servicer, as soon as reasonably practicable, 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. Section 4.04. Distribution of Reports to the Trustee and the Company; 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 to the Trustee, any Paying Agent and the Company (the information in such statement to be made available to Certificateholders by the Master Servicer on request) setting forth (i) the Available Distribution Amount and (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). 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) deposit in the Certificate Account from its own funds, [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 aggregate amount of Monthly Payments (with each interest portion thereof adjusted to the Net Mortgage Rate), less the amount of any related Debt Service Reductions or reductions in the amount of interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar legislation or regulations then in effect, on the Outstanding Mortgage Loans as of the related Due Date, which Monthly Payments were delinquent 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, (ii) withdraw from amounts on deposit in the Custodial Account and deposit in the Certificate Account all or a portion of the Amount Held for Future Distribution in discharge of any such Advance, or (iii) make advances in the form of any combination of (i) and (ii) aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall be replaced by the Master Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on any future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit Date shall be less than payments to Certificateholders required to be made on the following Distribution Date. The Master Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b) that has been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made by the Master Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution Date shall be allocated to specific Monthly Payments due but delinquent for previous Due Periods, which allocation shall be made, to the extent practicable, to Monthly Payments which have been delinquent for the longest period of time. Such allocations shall be conclusive for purposes of reimbursement to the Master Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10. 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 Seller 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm The Trustee shall deposit all funds it receives pursuant to this Section 4.04 into the Certificate Account. Section 4.05. Allocation of Realized Losses. Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that resulted from any Cash Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred during the related Prepayment Period. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. All Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if such Realized Losses are on a Discount Mortgage Loan, to the Class A-13 Certificates, in an amount equal to the Discount Fraction of the principal portion thereof, and the remainder of such Realized Losses and the entire amount of such Realized Losses on Non-Discount Mortgage Loans among all the Class A Certificates (other than the Class A-13 Certificates) and Class R Certificates, on a pro rata basis, as described below. Any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses on Non-Discount Mortgage Loans will be allocated among the Class A (other than the Class A-13 Certificates), Class M, Class B and Class R Certificates, on a pro rata basis, as described below. The principal portion of such losses on Discount Mortgage Loans will be allocated to the Class A-13 Certificates in an amount equal to the related Discount Fraction thereof, and the remainder of such losses on Discount Mortgage Loans will be allocated among the Class A Certificates (other than the Class A-13 Certificates), Class M, Class B and Class R Certificates on a pro rata basis, as described below; except that the principal portion of Defaulted Mortgage Losses otherwise allocable to the Super Senior Component Certificates will be allocated to the Senior Support Lockout Certificates until the Certificate Principal Balance thereof is reduced to zero. As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable on such Distribution Date (without regard to any Compensating Interest for such Distribution Date) in the case of an interest portion of a Realized Loss; provided that (i) in determining the Certificate Principal Balance of the Class A-4 Certificates for the purpose of allocating any portion of a Realized Loss thereto, the Certificate Principal Balance of the Class A-4 Certificates shall be deemed to be equal to the lesser of (a) the original Certificate Principal Balance of such Certificate and (b) the Certificate Principal Balance of such Certificate prior to giving effect to distributions to be made on such Distribution Date; (ii) [NY01B:304248.5] 16069-00388 02/27/97 1:33pm in determining the Certificate Principal Balance of the Class A-11 Certificates for the purpose of allocating any portion of a Realized Loss thereto, the Certificate Principal Balance of the Class A-11 Certificates shall be deemed to be equal to the lesser of (a) the original Certificate Principal Balance of such Certificate and (b) the Certificate Principal Balance of such Certificate prior to giving effect to distributions to be made on such Distribution Date; and (iii) in determining the Certificate Principal Balance of the Class A-10 Certificates for the purpose of allocating any portion of a Realized Loss thereto, the Certificate Principal Balance of the Class A-10 Certificates shall be deemed to be equal to the sum of the amounts of the Class A-10 Component A, D, F, G and H and the amounts of the Class A-10 Component D, F and H shall be deemed to be, as determined for each such Component, the lesser of (i) the original amount of such Components and (ii) the amounts of such Component prior to giving effect to distributions to be made on such Distribution Date. Except as provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Class A-10 Certificates shall be made to the amounts of the Components (other than the Strip Components) on a pro rata basis. Any allocation of the interest portion of Realized Losses to the Class A-10 Certificates shall be made to the amounts of the Accrued Certificate Interest in respect of each Strip Components on a pro rata basis. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Class B Certificates or, after the Certificate Principal Balances of the Class B Certificates have been reduced to zero, to the Class of Class M Certificates then outstanding with the highest numerical designation shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses shall be made by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests (other than the Class A-14 Certificates) evidenced thereby. All Realized Losses and all other losses allocated to the Class A-14 Certificates hereunder will be allocated to the Class A-14 Certificates and, if any Subclasses thereof have been issued pursuant to Section 5.01(c), such Realized Losses and other losses shall be allocated among the Subclasses of such Class as set forth in the definition of Accrued Certificate Interest. 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 interests received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P, respectively, of the Code, 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 Sections 6050H, 6050J and 6050P of the Code. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Section 4.07. Optional Purchase of Defaulted Mortgage Loans. As to any Mortgage Loan which is delinquent in payment by 90 days or more, the Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee at the Purchase Price therefor. If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of the Master Servicer without recourse to the Master Servicer, the Trustee, REMIC I or REMIC II 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. Notwithstanding anything to the contrary in this Section 4.07, the Master Servicer shall continue to service any such Mortgage Loan after the date of such purchase in accordance with the terms of this Agreement and, if any Realized Loss with respect to such Mortgage Loan occurs, allocate such Realized Loss to the Class or Classes of Certificates that would have borne such Realized Loss in accordance with the terms hereof as if such Mortgage Loan had not been so purchased. For purposes of this Agreement, a payment of the Purchase Price by the Master Servicer pursuant to this Section 4.07 will be viewed as an advance, and the amount of any Realized Loss shall be recoverable pursuant to the provisions for the recovery of unreimbursed Advances under Section 4.02(a) or, to the extent not recoverable under such provisions, as a Nonrecoverable Advance as set forth herein. Section 4.08. Distributions on the Uncertificated REMIC I Regular Interests. (a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC I Regular Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts in the following order of priority to the extent of the Available Distribution Amount reduced by distributions made to the Class R-I Certificates pursuant to Section 4.02(a): (i) Uncertificated REMIC I Accrued Interest on the Uncertificated REMIC I Regular Interests for such Distribution Date, plus any Uncertificated REMIC I Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 4.08(b), an amount equal to the sum of the amounts in respect of principal distributable on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-11, Class A-12, Class A-13, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates and Class A-10 Component A, D, F, G and H under Section 4.02(a), as allocated thereto pursuant to Section 4.02(b). (b) The amount described in Section 4.08(a)(ii) shall be deemed distributed to (i) Uncertificated REMIC I Regular Interest Q, (ii) Uncertificated REMIC I Regular Interest S, (iii) Uncertificated REMIC I Regular Interest T, (iv) Uncertificated REMIC I Regular Interest U, (v) [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Uncertificated REMIC I Regular Interest V, (vi) Uncertificated REMIC I Regular Interest W, (vii) Uncertificated REMIC I Regular Interest X and (viii) Uncertificated REMIC I Regular Interest Y with the amount to be distributed allocated among such interests in accordance with the priority assigned to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-6 Certificates, (v) Class A-7 Certificates, (vi) Class A-8 Certificates, (vii) Class A-13 Certificates and (viii) Class A-4, Class A-5, Class A-9, Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates and Class A-10 Component A, D, F, G and H, respectively, under Section 4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to zero. (c) The portion of the Uncertificated REMIC I Regular Interest Distribution Amounts described in Section 4.08(a)(ii) shall be deemed distributed by REMIC I to REMIC II in accordance with the priority assigned to the REMIC II Certificates relative to that assigned to the REMIC I Certificates under Section 4.02(b). (d) In determining from time to time the Uncertificated REMIC I Regular Interest Q Distribution Amount, Uncertificated REMIC I Regular Interest S Distribution Amount, Uncertificated REMIC I Regular Interest T Distribution Amount, Uncertificated REMIC I Regular Interest U Distribution Amount, Uncertificated REMIC I Regular Interest V Distribution Amount, Uncertificated REMIC I Regular Interest W Distribution Amount, Uncertificated REMIC I Regular Interest X Distribution Amount, Uncertificated REMIC I Regular Interest Y Distribution Amount and Uncertificated REMIC I IO Regular Interest Distribution Amount, Realized Losses allocated to the Class A-1 Certificates and the Class A-10 Component B under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest S; Realized Losses allocated to the Class A-2 Certificates and the Class A-10 Component C under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest S; Realized Losses allocated to the Class A-3 Certificates and the Class A-10 Component E under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest T; Realized Losses allocated to the Class A-6 Certificates and the Class A-10 Component I under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest T; Realized Losses allocated to the Class A-7 Certificates and the Class A-10 Component J under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest U; Realized Losses allocated to the Class A-8 Certificates and the Class A-10 Component K under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest V; Realized Losses allocated to the Class A-8 Certificates and the Class A-10 Component K under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest W; Realized Losses allocated to the Class A-13 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest X; Realized Losses allocated to the Class A-4, Class A-5, Class A-7, Class A-8, Class A-9, Class A-10 (to the extent of Class A-10 Components A, D, F, G and H), Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class R-I and Class R-II Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest Y; and Realized Losses allocated to the Uncertificated REMIC II IO Regular Interests pursuant to Section 4.09 shall be deemed allocated to the Uncertificated REMIC I IO Regular Interests. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (e) On each Distribution Date the Trustee shall be deemed to distribute from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Uncertificated REMIC II IO Regular Interests, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates the amounts distributable thereon, from the Uncertificated REMIC I Regular Interest Distribution Amounts deemed to have been received by REMIC II from REMIC I under this Section 4.08. The amount deemed distributable hereunder with respect to the Class A-14 Certificates shall equal 100% of the amounts payable with respect to the Uncertificated REMIC II IO Regular Interests. (f) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests described in this Section 4.08, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. Section 4.09.Distributions on the Uncertificated REMIC II IO Regular Interests. (a) On each Distribution Date, the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC II IO Regular Interests, Uncertificated REMIC II IO Accrued Interest on the Uncertificated REMIC II IO Regular Interests for such Distribution Date, plus any Uncertificated REMIC II IO Accrued Interest thereon remaining unpaid from any previous Distribution Date. (b) In determining from time to time the Uncertificated REMIC II IO Regular Interest Distribution Amounts, Realized Losses allocated to the Class A-14 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II IO Regular Interests on a pro rata basis based on the Uncertificated REMIC II IO Accrued Interest for the related Distribution Date. (c) On each Distribution Date, the Trustee shall be deemed to distribute from the Trust Fund, in the priority set forth in Sections 4.02(a), to the Class A-14 Certificates, the amounts distributable thereon from the Uncertificated REMIC II IO Regular Interest Distribution Amounts deemed to have been received by the Trustee from the Trust Fund under this Section 4.09. The amount deemed distributable hereunder with respect to the Class A-14 Certificates shall equal 100% of the amounts payable with respect to the Uncertificated REMIC II IO Regular Interests. (d) Notwithstanding the deemed distributions on the Uncertificated REMIC II IO Regular Interests described in this Section 4.09, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm ARTICLE V THE CERTIFICATES Section 5.01. The Certificates. (a) The Class A, Class M, Class B and Class R Certificates, respectively, shall be substantially in the forms set forth in Exhibits A, B, C and D 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 Company and in the case of any Certificates issued on the Closing Date, upon receipt by the Trustee or one or more Custodians of the documents specified in Section 2.01. The Certificates, other than the Variable Strip Certificates and Class R Certificates, shall be issuable in minimum dollar denominations of $25,000 (or $250,000 in the case of the Class M- 2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates) and integral multiples of $1 (in the case of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-11 and Class A-12 Certificates) and $1,000 (in the case of all other Classes of Certificates) in excess thereof, except that one Certificate of each of the Class A-10, Class A-13, Class M-1, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates may be issued in a denomination equal to the denomination set forth as follows for such Class or the sum of such denomination and an integral multiple of $1,000: Class A-10 $ 25,855.00 Class A-13 $ 25,677.89 Class M-1 $ 25,400.00 Class M-3 $250,700.00 Class B-1 $250,500.00 Class B-2 $250,300.00 Class B-3 $250,034.34 The Class R Certificates shall be issuable in minimum denominations of not less than a 20% Percentage Interest (except as provided in Section 5.01(c) with respect to the Class A-14 Certificates); provided, however, that one Class R-I Certificate and one Class R-II Certificate will be issuable to Residential Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination representing a Percentage Interest of not less than 0.01%. Each Subclass of the Class A-14 Certificates shall be issuable in minimum denominations of not less than a 100% Percentage Interest, except as provided in Section 5.01(c). 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. (b) The Class A Certificates, other than the Class A-10, Class A-13 and Class A-14 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 of the Class A Certificates, other than the Class A-10, Class A-13 and Class A-14 Certificates, 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 Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Definitive Certificates. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Company in connection with the issuance of the Definitive Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon [NY01B:304248.5] 16069-00388 02/27/97 1:33pm and performed by the Trustee, and the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. (c) From time to time, Residential Funding, as the initial Holder of the Class A-14 Certificates may exchange such Holder's Class A-14 Certificates for Subclasses of Class A-14 Certificates to be issued under this Agreement by delivering a "Request for Exchange" substantially in the form attached hereto as Exhibit Q executed by an authorized officer, which Subclasses, in the aggregate, will represent the Uncertificated REMIC II IO Regular Interests corresponding to the Class A-14 Certificates so surrendered for exchange. Any Subclass so issued shall bear a numerical designation commencing with Class A-14-1 and continuing sequentially thereafter, and will evidence ownership of the Uncertificated II IO REMIC I Regular Interest or Interests specified in writing by such initial Holder to the Trustee. Each Subclass so issued shall be substantially in the form set forth in Exhibit A and shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for authentication and delivery in accordance with Section 5.01(a). Every Certificate presented or surrendered for transfer or exchange shall ( is do 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. 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. (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 A-10, Class A-13, Class A-14, Class M, Class B or Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and aggregate Percentage Interest. (c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like Class (or Subclass) 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 A-10 Certificate or Class B 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, and any applicable state securities laws or is made in accordance with said Act and laws. Except as provided in Section 5.02(e), in the event that a transfer of a Class A-10 Certificate or Class B Certificate is to be made either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company 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 Company or the Master Servicer; provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Company or any Affiliate thereof to an Affiliate of the Company and (B) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit J hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit K hereto, each acceptable to and in form and substance satisfactory to the Company and the Trustee certifying to the Company and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Company or the Master Servicer; provided, however, that such representation letters will not be required in connection with any transfer of any such Certificate by the Company or any Affiliate thereof to an Affiliate of the Company, and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be written representation) from the Company, of the status of such transferee as an Affiliate of the Company or (ii) the prospective transferee of such a Certificate shall be required to provide the Trustee, the Company and the Master Servicer with an investment letter substantially in the form of Exhibit L attached hereto (or such other form as the Company in its sole discretion deems acceptable), which investment letter shall not be an expense of the Trustee, the Company or the Master Servicer, and which investment letter states that, among other things, such transferee (A) 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 (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any such Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Company, 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. (e) In the case of any Senior Support Lockout, Class M, Class B or Class R Certificate presented for registration in the name of any Plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), any Person acting, directly or indirectly, on behalf of any such 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, the prospective transferee shall provide the Trustee, the Company and the Master Servicer with either [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (i) an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer to the effect that the purchase of Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Company or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Master Servicer or (ii) in lieu of such Opinion of Counsel, a certification in the form of Exhibit J-2 to this Agreement (with respect to any Senior Support Lockout, Class M or Class B Certificate or a certification to the effect set forth in paragraph 5 of Exhibit I-1 (with respect to any Class R Certificate) which the Trustee may rely upon without further inquiry or investigation; provided, however, that such Opinion of Counsel or certification will not be required in connection with the initial transfer of any such Certificate by the Company or any Affiliate thereof to an Affiliate of the Company (in which case, the Company or any Affiliate thereof shall have deemed to have represented that such Affiliate is not a Plan or a Person investing "plan assets" of any Plan) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Company of the status of such transferee as an Affiliate of the Company. So long as the Senior Support Lockout Certificates are Book-Entry Certificates, any purchaser of a Senior Support Lockout Certificate will be deemed to have represented by such purchase that either (a) such purchaser is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code and is not purchasing such Certificates on behalf of or with "plan assets" of any Plan or (b) the purchase of any such Certificate by or on behalf of or with "plan assets" of any Plan is permissible under applicable law, will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and will not subject the Master Servicer, the Company or the Trustee to any obligation in addition to those undertaken in this Agreement. (g) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit I-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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 I-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 I-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 Regulation 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 I-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. (iii) (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 Regulation Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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. (iv) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the Trustee, all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified Organization. Reasonable compensation for providing such information may be required by the Master Servicer from such Person. (v) The provisions of this Section 5.02(f) set forth prior to this clause (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee the following: (A) written notification from each Rating Agency to the effect that the modification, addition to or elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings, if any, of any Class of the Class A, Class M, Class B or Class R 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) subject to Section 10.01(f), 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm absence of such provisions will not cause the Trust Fund to cease to qualify as a REMIC and will not cause (x) the Trust Fund 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. (h) 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. (i) 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 Company, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name 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, and neither the Company, the Master Servicer, the Trustee, the Certificate Registrar nor any agent of the Company, 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm The Trustee may appoint a Paying Agent for the purpose of making distributions to the 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 the 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 the 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 the 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. Section 5.06. Optional Purchase of Certificates. (a) On any Distribution Date on which the Pool Stated Principal Balance is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans, either the Master Servicer or the Company shall have the right, at its option, to purchase the Certificates in whole, but not in part, at a price equal to the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon and any previously unpaid Accrued Certificate Interest. (b) The Master Servicer or the Company, as applicable, shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that it will purchase the Certificates pursuant to Section 5.06(a). Notice of any such purchase, specifying the Distribution Date upon which the Holders may surrender their Certificates to the Trustee for payment in accordance with this Section 5.06, shall be given promptly by the Master Servicer or the Company, as applicable, by letter to Certificateholders (with a copy to the Certificate Registrar and each Rating Agency) 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 Distribution Date upon which purchase of the Certificates is anticipated to be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (ii) the purchase price therefor, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If either the Master Servicer or the Company gives the notice specified above, the Master Servicer or the Company, as applicable, shall deposit in the Certificate Account before the Distribution [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Date on which the purchase pursuant to Section 5.06(a) is to be made, in immediately available funds, an amount equal to the purchase price for the Certificates computed as provided above. (c) Upon presentation and surrender of the Certificates to be purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such Holders an amount equal to the outstanding Certificate Principal Balance thereof plus the sum of one month's Accrued Certificate Interest thereon and any previously unpaid Accrued Certificate Interest with respect thereto. (d) In the event that any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase pursuant to this Section 5.06 is to be made, the Trustee shall on such date cause all funds in the Certificate Account deposited therein by the Master Servicer or the Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer or the Company, as applicable, 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 or the Company, as applicable, 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 5.06, the Trustee shall pay to the Master Servicer or the Company, as applicable, all amounts distributable to the Holders thereof and the Master Servicer or the Company, as applicable, 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 or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 5.06. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this Section 5.06 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 or the Company, as applicable, shall be for all purposes the Holder thereof as of such date. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm ARTICLE VI THE COMPANY AND THE MASTER SERVICER Section 6.01.Respective Liabilities of the Company and the Master Servicer. The Company 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 Company and the Master Servicer herein. By way of illustration and not limitation, the Company 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 Company or the Master Servicer; Assignment of Rights and Delegation of Duties by Master Servicer. (a) The Company 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 Company or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Company or the Master Servicer shall be a party, or any Person succeeding to the business of the Company or the Master Servicer, shall be the successor of the Company 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 FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any, of the Class A, Class M, Class B or Class R 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 FNMA or FHLMC, is reasonably satisfactory to the Trustee and the Company, is willing to service the Mortgage Loans and executes and delivers to the Company and the Trustee an agreement, in form and substance reasonably satisfactory to the Company 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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. Section 6.03.Limitation on Liability of the Company, the Master Servicer and Others. Neither the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Company 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 Company, 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 Company, the Master Servicer and any director, officer, employee or agent of the Company 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 Company, the Master Servicer and any director, officer, employee or agent of the Company 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 Company 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 Company 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 Company 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. Company and Master Servicer Not to Resign. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Subject to the provisions of Section 6.02, neither the Company 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 Company or the Master Servicer shall be evidenced by an Opinion of Counsel 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 the 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 Company or to the Master Servicer, the Company 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 Company, or to the Master Servicer, the Company and the Trustee by the Holders of Certificates of any Class evidencing, in the case of any 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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. 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 Company or the Trustee may, and at the direction of Holders of Certificates entitled to at least 51% of the Voting Rights, the Trustee shall, by notice in writing to the Master Servicer (and to the Company if given by the Trustee or to the Trustee if given by the Company), terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder. If an Event of Default described in clause (vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and the Company, 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 Company shall deliver to the Trustee a copy of the Program Guide. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Section 7.02. Trustee or Company to Act; Appointment of Successor. 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 Company and with the Company'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 or Sellers 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(b) 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 compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to charge to the Custodial Account or the Certificate Account if the Master Servicer had continued to act hereunder and, in addition, shall be entitled to the income from any Permitted Investments made with amounts attributable to the Mortgage Loans held in the Custodial Account or the Certificate Account. If the Trustee has become the successor to the Master Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a FNMA- or FHLMC-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 Company, 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 0.20% 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 0.20% per annum in order to hire a Subservicer with respect to such Mortgage Loans. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Section 7.03. Notification to Certificateholders (a) Upon any such termination or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the Certificate Register. (b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all Holders of Certificates notice of each such Event of Default hereunder known to the Trustee, unless such Event of Default shall have been cured or waived. Section 7.04. Waiver of Events of Default. The Holders representing at least 66% of the Voting Rights affected by a default or Event of Default hereunder may waive such 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 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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, 4.06, 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 both REMIC I and REMIC II as REMICs under the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition of any federal, state or local income, prohibited transaction, contribution or other tax on either REMIC I or REMIC II 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm to the Trustee by the Company 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 Certificateholders of any Class holding Certificates which evidence, as to such Class, Percentage Interests aggregating not less than 25% as to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; (iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such failure or event or the Trustee receives written notice of such failure or event at its Corporate Trust Office from the Master Servicer, the Company or any Certificateholder; and (v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability in the performance of any of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in Section 860G(c) of the Code, but only if such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence or willful misconduct of the Trustee. Section 8.02. Certain Matters Affecting the Trustee. (a) Except as otherwise provided in Section 8.01: (i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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; (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 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; 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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, 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 either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding or (ii) cause the Trust Fund to be subject to any federal tax as a result of such contribution (including the imposition of any federal tax on "prohibited transactions" imposed under Section 860F(a) of the Code). Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the Certificates (other than the execution of the Certificates and relating to the acceptance and receipt of the Mortgage Loans) shall be taken as the statements of the Company 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. Except as otherwise provided herein, the Trustee shall not be accountable for the use or application by the Company 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 Company 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 Company 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (b) The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance and administration of the Trust Fund, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against any claim in connection with the exercise or performance of any of its powers or duties under this Agreement, 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 the Certificateholders pursuant to the terms of this Agreement. Section 8.06. Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation or a national banking association having its principal office in a state and city acceptable to the Company and organized and doing business under the laws of such state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. Section 8.07. Resignation and Removal of the Trustee. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Company. Upon receiving such notice of resignation, the Company 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, 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 Company, 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 Company 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 Company determines that the Trustee has failed (i) to distribute or cause to be distributed to the 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 Company) 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 Company, then the Company 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 Company 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 Company, one complete set to the Trustee so removed and one complete set to the successor so appointed. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08. Section 8.08. Successor Trustee. (a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 Company, 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 Company 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 Company 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 Company. Section 8.09. Merger or Consolidation of Trustee. Any corporation or national banking association into which the Trustee may be merged or converted or with which it may be consolidated or any corporation or national banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or national banking association succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or national banking association shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee shall mail notice of any such merger or consolidation to the Certificateholders at their address as shown in the Certificate Register. Section 8.10. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 Company, appoint one or more Custodians who are not Affiliates of the Company, the Master Servicer or any Seller 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Section 8.12. Appointment of Office or Agency. The Trustee will maintain an office or agency in the City of New York where Certificates may be surrendered for registration of transfer or exchange. The Trustee initially designates its offices located at 14 Wall Street, New York, New York 10005 for the purpose of keeping the Certificate Register. The Trustee will maintain an office at the address stated in Section 11.05(c) hereof where notices and demands to or upon the Trustee in respect of this Agreement may be served. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm ARTICLE IX TERMINATION Section 9.01. Termination Upon Purchase by the Master Servicer or the Company or Liquidation of All Mortgage Loans. (a) Subject to Section 9.03, the respective obligations and responsibilities of the Company, 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 Company 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 or the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to 100% of the unpaid principal balance of each Mortgage Loan or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance (net of any unreimbursed Advances attributable to principal) on the day of repurchase plus accrued interest thereon at the Net Mortgage Rate 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 either REMIC I or REMIC II as a REMIC. The right of the Master Servicer or the Company to purchase all the assets of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal Balance as of the Final Distribution Date being less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. 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. In addition, the Master Servicer or the Company, as applicable, 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 or the Company, as applicable, the Mortgage Files pertaining to the Mortgage Loans being purchased. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (b) The Master Servicer or, in the case of a final distribution as a result of the exercise by the Company of its right to purchase the assets of the Trust Fund, the Company shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer or the Company, as applicable, anticipates that the final distribution will be made to Certificateholders (whether as a result of the exercise by the Master Servicer or the Company of its right to purchase the assets of the Trust Fund or otherwise). Notice of any termination, specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and cancellation, shall be given promptly by the Master Servicer or the Company, as applicable (if it is exercising its right to purchase the assets of the Trust Fund), or by the Trustee (in any other case) by letter to the Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying: (i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, if known, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and in the case of the Class A Certificates, Class M Certificates and Class R Certificates, 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 or the Company, as applicable, is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Master Servicer or the Company, the Master Servicer or the Company, as applicable, shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price for the assets of the Trust Fund computed as above provided. (c) In the case of the Class A, Class M and the Class R Certificates, upon presentation and surrender of the Certificates by the Certificateholders thereof, the Trustee shall distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's or the Company's election to repurchase, or (ii) if the Master Servicer or the Company elected to so repurchase, an amount determined as follows: (A) with respect to each Certificate the outstanding Certificate Principal Balance thereof, plus one month's Accrued Certificate Interest [and any unpaid Accrued Certificate Interest] and (B) with respect to the Class R Certificates, any excess of the amounts available for distribution (including the repurchase price specified in clause (ii) of subsection (a) of this Section) over the total amount distributed under the immediately preceding clause (A). (d) In the event that any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date (if so required by the terms hereof), the Trustee shall on such date cause all funds in the Certificate Account not [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 or the Company, as applicable (if it exercised its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer or the Company, as applicable, 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 or the Company, as applicable, all amounts distributable to the holders thereof and the Master Servicer or the Company, as applicable, 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 or the Company, as applicable, as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01. Section 9.02. Termination of REMIC II. REMIC II shall be terminated on the earlier of the Final Distribution Date and the date on which it is deemed to receive the last deemed distributions on the Uncertificated REMIC I Regular Interests and the last distribution due on the Class A, Class M, Class B and Class R-II Certificates is made. Section 9.03. Additional Termination Requirements. (a) REMIC I and REMIC II as the case may be, shall be terminated in accordance with the following additional requirements, unless (subject to Section 10.01(f)) 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 REMIC I and REMIC II, as the case may be, to comply with the requirements of this Section 9.03 will not (i) result in the imposition on the Trust of taxes on "prohibited transactions," as described in Section 860F of the Code, or (ii) cause either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding: (i) The Master Servicer shall establish a 90-day liquidation period for REMIC I and REMIC II, as the case may be, and specify the first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for REMIC I and REMIC II, as the case may be, under Section 860F of the Code and 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 or the Company is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund for cash; provided, however, that in the event that a calendar quarter ends after the commencement of the 90-day liquidation period but prior to the Final Distribution Date, the Master Servicer or the Company shall not purchase any of the assets of the Trust Fund prior to the close of that calendar quarter. (b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete liquidation for REMIC I and REMIC II at the expense of the Trust Fund in accordance with the terms and conditions of this Agreement. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm ARTICLE X REMIC PROVISIONS Section 10.01. REMIC Administration. (a) The REMIC Administrator shall make an election to treat each of REMIC I and REMIC II as a REMIC under the Code and, if necessary, under applicable state law. Each 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. For the purposes of the REMIC I election in respect of the Trust Fund, Uncertificated 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 interest" in REMIC I. For the purposes of the REMIC II election in respect of the Trust Fund, the Class A Certificates (other than the Class A-10 Certificates), Class M Certificates and Class B Certificates, each Component of the Class A-10 Certificates and the Uncertificated REMIC II IO 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 REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in REMIC I or REMIC II other than the Uncertificated REMIC I Regular Interests and the Class R-I Certificates and the REMIC II Certificates and the Class R-II Certificates, respectively. (b) The Closing Date is hereby designated as the "startup day" of the Trust Fund within the meaning of Section 860G(a)(9) of the Code. (c) The REMIC Administrator shall hold a Class R Certificate representing a 0.01% Percentage Interest of all Class R-I Certificates and Class R-II Certificates and shall be designated as "the tax matters person" with respect to REMIC I and REMIC II in the manner provided under Treasury regulations section 1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. The REMIC Administrator, as tax matters person, shall (i) act on behalf of REMIC I and REMIC II in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and costs are incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC Administrator is no longer the Master Servicer hereunder, at its option the REMIC Administrator may continue its duties as REMIC Administrator and shall be paid reasonable compensation, not to exceed $3,000 per year, by any successor Master Servicer hereunder for so acting as the REMIC Administrator. (d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to either REMIC I or REMIC II created [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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, within their respective control, as the REMIC Administrator may from time to time request for the purpose of enabling the REMIC Administrator to prepare Tax Returns. (e) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount 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 of REMIC I and REMIC II. (f) The Master Servicer and the REMIC Administrator shall take such actions and shall cause each of REMIC I and REMIC II 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 REMICs 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). The Master Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause each of REMIC I and REMIC II to take any action or fail to take (or fail to cause to be taken) any action reasonably within their respective control, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of either REMIC I or REMIC II as a REMIC or (ii) result in the imposition of a tax upon each of REMIC I or REMIC II (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code 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 each of REMIC I and REMIC II created hereunder, endanger such status or, unless the Master Servicer, 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm preceding sentence with respect to any taxes that might be imposed on the Trust Fund has been given and that all other preconditions to the taking of such action have been satisfied. The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to REMIC I or REMIC II or their assets, or causing REMIC I and REMIC II 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 REMIC I or REMIC II, and the Trustee shall not take any such action or cause REMIC I or REMIC II to take any such action as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC Event could occur. The Master Servicer or the REMIC Administrator, as applicable, may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the Master Servicer or the REMIC Administrator. At all times as may be required by the Code, the Master Servicer 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 REMIC I and REMIC II 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 REMIC I or REMIC II created hereunder as defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of REMIC I or REMIC II as defined in Section 860G(c) of the Code, on any contributions to REMIC I or REMIC II after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X, or otherwise (iii) 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 REMIC I and REMIC II on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (i) Following the Startup Day, neither the Master Servicer nor the Trustee shall accept any contributions of assets to REMIC I and REMIC II 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 REMIC I and REMIC II will not cause REMIC I and REMIC II to fail to qualify as REMICs at [NY01B:304248.5] 16069-00388 02/27/97 1:33pm any time that any Certificates are outstanding or subject REMIC I and REMIC II 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 REMIC I and REMIC II will receive a fee or other compensation for services nor permit either such REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" by which Certificate Principal Balance of each Class of Certificates representing a regular interest in REMIC II and the Uncertificated Principal Balance of each Uncertificated REMIC I Regular Interest would be reduced to zero is February 25, 2027, which is the Distribution Date one month immediately following the latest scheduled maturity of 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 REMIC I and REMIC II. (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 REMIC I and REMIC II, (iii) the termination of REMIC I and REMIC II pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for REMIC I and REMIC II, nor sell or dispose of any investments in the Custodial Account or the Certificate Account for gain nor accept any contributions to REMIC I and REMIC II after the Closing Date unless it has received an Opinion of Counsel that such sale, disposition, substitution or acquisition will not (a) affect adversely the status of REMIC I and REMIC II as REMICs or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause REMIC I and REMIC II to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions. Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification. (a) The Trustee agrees to indemnify the Trust Fund, the Company, 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 Company or the Master Servicer, 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 Company, 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 Company, the Master [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 Company, 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 Company 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01. Amendment. (a) This Agreement or any Custodial Agreement may be amended from time to time by the Company, 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 the Trust Fund 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-I Certificates and Class R-II Certificates, by virtue of their being the "residual interests" in REMIC I and REMIC II, respectively, 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 either 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 [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (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. (b) This Agreement or any Custodial Agreement may also be amended from time to time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby, 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) 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 (subject to Section 10.01(f) and 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 Company or the Trustee in accordance with such amendment will not result in the imposition of a federal tax on the Trust Fund or cause either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding. The Trustee may but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities and this agreement or otherwise; provided however, such consent shall not be unreasonably withheld. (d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to each Certificateholder. It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. (e) The Company 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 B Certificates against any or all Realized Losses or other shortfalls. Any such instrument or fund shall be held by the Trustee for [NY01B:304248.5] 16069-00388 02/27/97 1:33pm the benefit of the Class B Certificateholders, but shall not be and shall not be deemed to be under any circumstances included in the Trust Fund. 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 Trust Fund, (ii) any such reserve fund shall be owned by the Company, and (iii) amounts transferred by the Trust Fund to any such reserve fund shall be treated as amounts distributed by the Trust Fund to the Company or any successor, all within the meaning of Treasury Regulation Section 1.860G-2(h) as it reads 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 Company 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 Class A Certificateholders, the Class R Certificateholders, the Class M Certificateholders, the Master Servicer or the Trustee, as applicable; provided that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code and (b) either REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificate is outstanding. In the event that the Company elects to provide such coverage in the form of a limited guaranty provided by General Motors Acceptance Corporation, the Company may elect that the text of such amendment to this Agreement shall be substantially in the form attached hereto as Exhibit M (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 N, with such changes as the Company shall deem to be appropriate; it being understood that the Trustee has reviewed and approved the content of such forms and that the Trustee's consent or approval to the use thereof is not required. Section 11.02. Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee (pursuant to the request of 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm Section 11.03. Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the parties hereto. (b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, 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. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm 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 Company, 8400 Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota 55437, Attention: President, or such other address as may hereafter be furnished to the Master Servicer and the Trustee in writing by the Company, (b) in the case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal City, California 91608, Attention: Ms. Becker, or such other address as may be hereafter furnished to the Company and the Trustee by the Master Servicer in writing, (c) in the case of the Trustee, One First National Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention: Residential Funding Corporation Series 1997-S3 or such other address as may hereafter be furnished to the Company and the Master Servicer in writing by the Trustee, (d) in the case of Fitch, One State Street Plaza, New York, New York 10004, or such other address as may hereafter be furnished to the Company, the Trustee and the Master Servicer in writing by Fitch and (e) in the case of Standard & Poor's, 25 Broadway, New York, New York 10004 or such other address as may be hereafter furnished to the Company, Trustee and Master Servicer by Standard & Poor's. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 11.06. Notices to Rating Agency. The Company, the Master Servicer or the Trustee, as applicable, shall notify each Rating Agency and the Subservicer at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide a copy to each Rating Agency at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (e) and (f) below: (a) a material change or amendment to this Agreement, (b) the occurrence of an Event of Default, (c) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority ownership of the Trustee, (d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy required by Section 3.12 or the cancellation or modification of coverage under 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, [NY01B:304248.5] 16069-00388 02/27/97 1:33pm (g) a change in the location of the Custodial Account or the Certificate Account, (h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by the Master Servicer to make an Advance pursuant to Section 4.04, (i) the occurrence of the Final Distribution Date, and (j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency and the Subservicer of any such event known to the Master Servicer. Section 11.07. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. Section 11.08. Supplemental Provisions for Resecuritization. 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 Company or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Company may deposit such Resecuritized Certificates into a new REMIC, grantor trust or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Company, 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 for the purposes thereof. In connection with each Supplemental Article, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust or other [NY01B:304248.5] 16069-00388 02/27/97 1:33pm entity not subject to taxation for federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of REMIC I or REMIC II as REMICs or (subject to Section 10.01(f)) result in the imposition of a tax upon REMIC I or REMIC II (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in Section 860G(d) of the Code. [NY01B:304248.5] 16069-00388 02/27/97 1:33pm IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written. RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. [Seal] By: Name: Randall Van Zee Title: Vice President Attest: Name: Title: RESIDENTIAL FUNDING CORPORATION [Seal] By: Name: Diane S. Wold Title: Director Attest: Name: Title: THE FIRST NATIONAL BANK OF CHICAGO, as Trustee [Seal] By: Name: Title: Attest: Name: Title: [NY01B:304248.5] 16069-00388 02/27/97 1:33pm STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 27th day of February, 1997 before me, a notary public in and for said State, personally appeared _____________, known to me to be a ___________ of Residential Funding Mortgage Securities I, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [Notarial Seal] [NY01B:304248.5] 16069-00388 02/27/97 1:33pm STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 27th day of February, 1997 before me, a notary public in and for said State, personally appeared _________________, known to me to be a ________ 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] [NY01B:304248.5] 16069-00388 02/27/97 1:33pm STATE OF ) ) ss.: COUNTY OF ) On the 27th day of February, 1997 before me, a notary public in and for said State, personally appeared ________________, known to me to be a ______________ of The First National Bank of Chicago, a national banking corporation 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] [NY01B:304248.5] 16069-00388 02/27/97 1:33pm EXHIBIT A-1 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 (THE "CODE"). [NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE TRANSFEREE PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF 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 COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT") OR (II) A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT J-2 OF THE AGREEMENT.] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.] [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS FEBRUARY 27, 1997. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT ___% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A [NY01B:304392.2] 16069-00388 02/14/97 1:23pm A-1 RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.] [NY01B:304392.2] 16069-00388 02/14/97 1:23pm A-2 Certificate No. __ [_____%] [Variable] Pass-Through Rate Class A-__ Senior Date of Pooling and Servicing Percentage Interest: ____% Agreement and Cut-off Date: February 1, 1997 First Distribution Date: Aggregate Initial Certificate Principal Balance March 25, 1997 oft lass A-__ Certificates: $____________ Master Servicer: Initial Certificate Principal Residential Funding Corporation Balance of this Certificate: $------------ Assumed Final CUSIP _________ Distribution Date: February 25, 2027 MORTGAGE PASS-THROUGH CERTIFICATE SERIES 1997-S3 evidencing a percentage interest in the distributions allocable to the Class A-__ Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Corporation 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 Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Corporation or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Corporation or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that _____________________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial [Certificate Principal Balance] [Notional Amount] of this Certificate by the aggregate Initial Certificate Principal Balance of all Class A-___ Certificates, both as specified above) in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool of conventional one-to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company", which term includes any successor entity under the Agreement referred to below). The Trust Fund was [NY01B:304392.2] 16069-00388 02/14/97 1:23pm A-3 created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer and The First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of [interest and] principal, if any required to be distributed to Holders of Class A-__ Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage 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 [NY01B:304392.2] 16069-00388 02/14/97 1:23pm A-4 purposes including without limitation reimbursement to the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm A-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 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 or the Company from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer or the Company to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm A-6 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: February 27, 1997 THE FIRST NATIONAL BANK OF CHICAGO, as Trustee By: Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class A-__ Certificates referred to in the within-mentioned Agreement. THE FIRST NATIONAL BANK OF CHICAGO, as Certificate Registrar By: Authorized Signatory [NY01B:304392.2] 16069-00388 02/14/97 1:23pm A-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) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of - ----------------------------------------------------------------------------- account number , or, if mailed by check, to Applicable statements should be mailed to . This information is provided by , the assignee named above, or , as its agent. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm A-8 EXHIBIT B FORM OF CLASS M CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES[,] [AND] [CLASS R CERTIFICATES] [,] [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [AND CLASS M-3 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE TRANSFEREE PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF 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 COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT") OR (II) A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT J-2 OF THE AGREEMENT. [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS FEBRUARY 27, 1997. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT ____% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $_____________ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $__________ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION [OR AT ANY OTHER RATE.] [NY01B:304392.2] 16069-00388 02/14/97 1:23pm B-1 Certificate No. ___ _____% Pass-Through Rate Class M- Mezzanine Aggregate Certificate Principal Balance of the Class M-_ Certificates: $--------------- Date of Pooling and Servicing Percentage Interest: ____% Agreement and Cut-off Date: February 1, 1997 Initial Certificate Principal Balance of this Certificate: $--------------- First Distribution Date: March 25, 1997 Master Servicer: Residential Funding Corporation Assumed Final Distribution Date CUSIP ____________ February 25, 2027 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1997-S3 evidencing a percentage interest in any distributions allocable to the Class M-_ Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Corporation 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 Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Corporation or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Corporation or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that _________________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M-_ Certificates, both as specified above) in certain distributions with respect to a Trust [NY01B:304392.2] 16069-00388 02/14/97 1:23pm B-2 Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company", which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer and The First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any required to be distributed to Holders of Class M-_ Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. No transfer of this Class M-_ Certificate will be made unless the transferee provides the Trustee with either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a Class M-_ Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Company or the Master Servicer to any obligation or liability in addition to those undertaken in the Agreement or (ii) in [NY01B:304392.2] 16069-00388 02/14/97 1:23pm B-3 lieu of such opinion of counsel, a certification in the form set forth in Exhibit J-2 to the Agreement. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage 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 Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and [NY01B:304392.2] 16069-00388 02/14/97 1:23pm B-4 subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. 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 or the Company from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer or the Company to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm B-5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: February 27, 1997 THE FIRST NATIONAL BANK OF CHICAGO, as Trustee By: Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class M-__ Certificates referred to in the within-mentioned Agreement. THE FIRST NATIONAL BANK OF CHICAGO, as Certificate Registrar By: Authorized Signatory [NY01B:304392.2] 16069-00388 02/14/97 1:23pm B-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) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of - ----------------------------------------------------------------------------- account number , or, if mailed by check, to Applicable statements should be mailed to . This information is provided by , the assignee named above, or , as its agent. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm B-7 EXHIBIT C FORM OF CLASS B CERTIFICATE THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES, THE CLASS R CERTIFICATES [,] [AND] THE CLASS M CERTIFICATES [,] [AND] [THE CLASS B-1 CERTIFICATES] [AND THE CLASS B-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN). NO TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS THE TRANSFEREE PROVIDES EITHER (I) AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF 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 COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE "AGREEMENT") OR (II) A CERTIFICATION IN THE FORM SET FORTH IN EXHIBIT J-2 OF THE AGREEMENT. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. [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 CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS FEBRUARY 27, 1997. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT ____% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.] [NY01B:304392.2] 16069-00388 02/14/97 1:23pm C-1 Certificate No. __ _____% Pass-Through Rate Class B-__ Subordinate Aggregate Certificate Principal Balance of the Class B-__ Certificates as of Date of Pooling and Servicing the Cut-off Date: Agreement and Cut-off Date: $_______________ February 1, 1997 Initial Certificate Principal Balance of this Certificate: First Distribution Date: $_______________ March 25, 1997 Master Servicer: Residential Funding Corporation Assumed Final Distribution Date: CUSIP February 25, 2027 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1997-S3 evidencing a percentage interest in any distributions allocable to the Class B-__ Certificates with respect to the Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Corporation 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 Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Corporation or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Corporation 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 Mortgage Securities I, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class B-__ Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding [NY01B:304392.2] 16069-00388 02/14/97 1:23pm C-2 Mortgage Securities I, Inc. (hereinafter called the "Company", which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer and The First National Bank of Chicago, 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 on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month next 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 B Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. No transfer of this Class B Certificate will be made unless the transferee provides the Trustee with either (i) an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Master Servicer with respect to the permissibility of such transfer under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code") and stating, among other things, that the transferee's acquisition of a Class B Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Company or the Master Servicer to any obligation or liability in addition to those undertaken in the Agreement or (ii) in lieu of such opinion of counsel, a certification in the form set forth in Exhibit J-2 to the Agreement. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm C-3 This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage 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 Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm C-4 No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. 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 or the Company from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer or the Company to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm C-5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: February 27, 1997 THE FIRST NATIONAL BANK OF CHICAGO, as Trustee By: Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class B-__ Certificates referred to in the within-mentioned Agreement. THE FIRST NATIONAL BANK OF CHICAGO, as Certificate Registrar By: Authorized Signatory [NY01B:304392.2] 16069-00388 02/14/97 1:23pm 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) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of - ----------------------------------------------------------------------------- account number , or, if mailed by check, to Applicable statements should be mailed to . This information is provided by , the assignee named above, or , as its agent. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm C-1 EXHIBIT D FORM OF CLASS R CERTIFICATE THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"). 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 FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm D-1 Certificate No. ___ _____% Pass-Through Rate Class R Senior Aggregate Initial Certificate Principal Balance of the Class R Certificates: Date of Pooling and Servicing $100.00 Agreement and Cut-off Date: February 1, 1997 Initial Certificate Principal Balance of this Certificate: First Distribution Date: $_______________ March 25, 1997 Percentage Interest: Master Servicer: _______% Residential Funding Corporation CUSIP ______-_____ Assumed Final Distribution Date: February 25, 2027 MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 1997-S3 evidencing a percentage interest in any distributions allocable to the Class R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Residential Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC Mortgage Corporation 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 Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Corporation or any of their affiliates. None of the Company, the Master Servicer, GMAC Mortgage Corporation or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that _________________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class R Certificates, both as specified above) in certain distributions with respect to a Trust Fund, consisting primarily of a pool of conventional one- to four-family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called the "Company", which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Company, the Master Servicer [NY01B:304392.2] 16069-00388 02/14/97 1:23pm D-2 and The First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing as described in the Agreement, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the "Record Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to Holders of Class R Certificates on such Distribution Date. Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Company 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 Company, which purchaser may be the Company, or any affiliate of the Company, on such terms and conditions as the Company may choose. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal and any Realized Losses allocable hereto. Notwithstanding the reduction of the Certificate Principal Balance hereof to zero, this Certificate will remain outstanding under the Agreement and the Holder hereof may have additional obligations with respect to this Certificate, including tax liabilities, and may be entitled to certain additional distributions hereon, in accordance with the terms and provisions of the Agreement. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). [NY01B:304392.2] 16069-00388 02/14/97 1:23pm D-3 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 Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee in the City and State of New York, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm D-4 The Company, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Company, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. 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 or the Company from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Master Servicer or the Company to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purpose have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm D-5 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: February 27, 1997 THE FIRST NATIONAL BANK OF CHICAGO, as as Trustee By: Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class R Certificates referred to in the within-mentioned Agreement. THE FIRST NATIONAL BANK OF CHICAGO, as Certificate Registrar By: Authorized Signatory [NY01B:304392.2] 16069-00388 02/14/97 1:23pm D-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) a Percentage Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of - ----------------------------------------------------------------------------- account number , or, if mailed by check, to Applicable statements should be mailed to . This information is provided by , the assignee named above, or , as its agent. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm D-7 EXHIBIT E CUSTODIAL AGREEMENT THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"), dated as of February 1, 1997, by and among THE FIRST NATIONAL BANK OF CHICAGO, as trustee (including its successors under the Pooling Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as company (together with any successor in interest, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor in interest or successor under the Pooling Agreement referred to below, the "Master Servicer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (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 February 1, 1997, relating to the issuance of Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series 1997-S3 (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. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-1 ARTICLE II Custody of Mortgage Documents Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage Files. The Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage Loans identified on the schedule attached hereto (the "Mortgage Files") and declares that it holds and will hold the Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all present and future Certificateholders. Section 2.2. Recordation of Assignments. If any Mortgage File includes one or more assignments to the Trustee of Mortgage Notes and related Mortgages that have not been recorded, each such assignment shall be delivered by the Custodian to the Company for the purpose of recording it in the appropriate public office for real property records, and the Company, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment and, upon receipt thereof from such public office, shall return each such assignment to the Custodian. Section 2.3. Review of Mortgage Files. (a) On or prior to the Closing Date, the Custodian shall deliver to the Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed on the Schedule attached hereto (the "Mortgage Loan Schedule"). (b) Within 45 days of the initial issuance of the Certificates, the Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of Section 2.02 of the Pooling Agreement, each Mortgage File, and shall deliver to the Trustee an Interim Certification in the form annexed hereto as Exhibit Two to the effect that all documents required to be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. 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 Certificateholders, to review, in accordance with the provisions of Section 2.02 of the Pooling Agreement, each such document, and shall deliver to the Trustee either (i) an Interim Certification in the form attached hereto as Exhibit Two to the effect that all 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 or (ii) a Final Certification as set forth in subsection (c) below. 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. 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 defective in any material respect, the Custodian shall promptly so notify the Company, the Master [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-2 Servicer and the Trustee. Upon receipt of written notification from the Master Servicer, signed by a Servicing Officer, that 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, the Custodian shall release to the Master Servicer the related Mortgage File. (c) Upon receipt of all documents required to be in the Mortgage Files the Custodian shall deliver to the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage Files. Upon receipt of written request from the Trustee, the Custodian shall as soon as practicable supply the Trustee with a list of all of the documents relating to the Mortgage Loans then contained in the Mortgage Files. Section 2.4. Notification of Breaches of Representations and Warranties. Upon discovery by the Custodian of a breach of any representation or warranty made by the Master Servicer or the Company as set forth in the Pooling Agreement or by a Seller in a Seller's Agreement or by Residential Funding or the Company in the Assignment 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 a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 3.07 of the Pooling Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. The Custodian agrees, upon receipt of such certification and request, promptly to release to the Master Servicer the related Mortgage File. 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. 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 certificate of a Servicing Officer 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 of the Required Insurance Policies. With such certificate, the Master Servicer shall deliver to the Custodian a trust receipt signed by a Servicing Officer on behalf of the Master Servicer, and 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 [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-3 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 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 Custodian shall deliver the Trust Receipt with respect thereto to the Master Servicer upon deposit of the related Liquidation Proceeds in the Custodial Account as provided in the Pooling Agreement. 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, holds such documents for the benefit of Certificateholders and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other document constituting a part of a Mortgage File shall be delivered by the Custodian to the Company or the Master Servicer or otherwise released from the possession of the Custodian. 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. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-4 Notwithstanding the foregoing, it is specifically understood and agreed that in the event any such claim, liability, loss, action, suit or proceeding or other expense, fee or charge shall have been caused by reason of any negligent act, negligent failure to act or willful misconduct on the part of the Custodian, or which shall constitute a willful breach of its duties hereunder, the indemnification provisions of this Agreement shall not apply. 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. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-5 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. 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 [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-6 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. 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. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-7 IN WITNESS WHEREOF, this Agreement is executed as of the date first above written. Address: THE FIRST NATIONAL BANK OF CHICAGO, as Trustee One First National Plaza Suite 0126 Chicago, Illinois 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 By: Name: Title: Vice President Address: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. 8400 Normandale Lake Boulevard Minneapolis, Minnesota 55437 By: Name: Title: Vice President Address: RESIDENTIAL FUNDING CORPORATION, as Master Servicer 8400 Normandale Lake Boulevard Suite 700 Minneapolis, Minnesota 55437 By: Name: Title: Director Address: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION 401 Second Avenue South Minneapolis, Minnesota 55479 By: Name: Kathleen Marshall [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-8 Title: Trust Officer [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-9 STATE OF ILLINOIS ) ) ss.: COUNTY OF ______________ ) On the _____ day of February, 1997, before me, a notary public in and for said State, personally appeared _______________________, known to me to be a Vice President of The First National Bank of Chicago, 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 [SEAL] [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-10 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the _____ day of February, 1997, before me, a notary public in and for said State, personally appeared Kathleen Marshall, known to me to be a Trust Officer of Norwest Bank Minnesota, National Association, 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 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 [SEAL] [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-11 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the _____ day of February, 1997, before me, a notary public in and for said State, personally appeared ________________, known to me to be a Vice President of Residential Funding Mortgage Securities I, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. Notary Public [Notarial Seal] STATE OF MINNESOTA ) ) ss: COUNTY OF HENNEPIN ) On the _____ day of February, 1997, before me, a notary public in and for said State, personally appeared ________________, 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] [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-12 EXHIBIT ONE FORM OF CUSTODIAN INITIAL CERTIFICATION February 27, 1997 The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, Illinois 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 Re: Custodial Agreement, dated as of February 1, 1997, by and among The First National Bank of Chicago, Residential Funding Mortgage Securities I, Inc., Residential Funding Corporation and Norwest Bank Minnesota, National Association, Mortgage Pass-Through Certificates, Series 1997-S3 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) 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. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: Name: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-1 EXHIBIT TWO FORM OF CUSTODIAN INTERIM CERTIFICATION ________________ ____, 1997 The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, Illinois 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 Re: Custodial Agreement dated as of February 1, 1997, by and among The First National Bank of Chicago, Residential Funding Mortgage Securities I, Inc., Residential Funding Corporation and Norwest Bank Minnesota, National Association, Mortgage Pass-Through Certificates, Series 1997-S3 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 related 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. NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: Name: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-2 EXHIBIT THREE FORM OF CUSTODIAN FINAL CERTIFICATION _____________ ___, 1997 The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, Illinois 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 Re: Custodial Agreement dated as of February 1, 1997, by and among The First National Bank of Chicago, Residential Funding Mortgage Securities I, Inc., Residential Funding Corporation and Norwest Bank Minnesota, National Association, Mortgage Pass-Through Certificates, Series 1997-S3 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 containing (I) with respect to each such Mortgage Loan (other than a Cooperative Loan): (i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee or 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 with evidence of recording indicated thereon or a copy of the Mortgage certified by the public recording office in which such mortgage has been recorded; (iii) An original Assignment of the Mortgage to the Trustee with evidence of recording indicated thereon or a copy of such assignment certified by the public recording office in which such assignment has been recorded; [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-3 (iv) With respect to each Mortgage Loan other than a Cooperative Loan, the original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee or a copy of such assignment or assignments of the Mortgage certified by the public recording office in which such assignment or assignments have been recorded; 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 certified by the public recording office in which such document has been recorded; and (II) with respect to each Cooperative Loan so assigned: (i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan with intervening assignments showing an unbroken chain of title from such originator to the Trustee; (iii) The related Cooperative Stock Certificate, representing the related Cooperative Stock pledged with respect to such Cooperative Loan, together with an undated stock power (or other similar instrument) executed in blank; iv) The original recognition agreement by the Cooperative of the interests of the mortgagee with respect to the related Cooperative Loan; (v) The Security Agreement; (vi) Copies of the original UCC-1 financing statement, and any continuation statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; (vii) Copies of the filed UCC-3 assignments of the security interest referenced in clause (vi) above showing an unbroken chain of title from the originator to the Trustee, each with evidence of recording thereof, evidencing the interest of the originator under the Security Agreement and the Assignment of Proprietary Lease; [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-4 (viii) An executed assignment of the interest of the originator in the Security Agreement, Assignment of Proprietary Lease and the recognition agreement referenced in clause (iv) above, showing an unbroken chain of title from the originator to the Trustee; (ix) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Cooperative Loan; and (x) An executed UCC-1 financing statement showing the Master Servicer as debtor, the Company as secured party and the Trustee as assignee and an executed UCC-1 financing statement showing the Company as debtor and the Trustee as secured party, each in a form sufficient for filing, evidencing the interest of such debtors in the Cooperative Loans. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: Name: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm E-5 EXHIBIT F MORTGAGE LOAN SCHEDULE RUN ON : 03/12/97 RFC DISCLOSURE SYSTEM RFFSD177-01 AT : 13.41.36 FIXED RATE LOAN LISTING AMORTIZED BALANCE SERIES : RFMSI I 1997-S3 CUTOFF : 02/01/97 POOL : 0004238 : : POOL STATUS: F RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE ORIG TERM PRINCIPAL BAL # OF UNITS ADDRESS ORIG RATE ORIGINAL P+I LTV ADDRESS LINE 2 CURR NET CURRENT P+I VALUE 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 # ______________________________________________________________________________ 1532624 637/G01 F 130,500.00 ZZ 360 130,218.99 3 549 4TH AVENUE 9.125 1,061.80 66 8.875 1,061.80 200,000.00 BROOKLYN NY 11215 1 09/26/96 00 0430137562 07 11/01/96 0 9226879 O 10/01/26 0 1533017 559/G01 F 500,000.00 ZZ 360 499,672.93 1 200 SOUTH COURT 8.125 3,712.49 72 7.875 3,712.49 700,000.00 ALAMO CA 94507 1 12/20/96 00 0430132084 05 02/01/97 0 5400668 O 01/01/27 0 1535126 637/G01 F 150,000.00 ZZ 360 149,896.77 1 44 DEBORA DRIVE 7.875 1,087.61 68 7.625 1,087.61 223,800.00 PLAINVIEW NY 11803 1 12/30/96 00 0430120337 05 02/01/97 0 9383019 O 01/01/27 0 1535167 313/G01 F 260,000.00 ZZ 360 259,536.16 1 7725 SW 185TH AVENUE 8.625 2,022.26 80 8.375 2,022.26 325,000.00 ALOHA OR 97007 1 10/03/96 00 0430139576 05 12/01/96 0 1 6007801 O 11/01/26 0 1535454 963/G01 F 284,750.00 ZZ 360 284,750.00 1 17955 S.W. 291 STREET 8.375 2,164.31 85 8.125 2,164.31 335,000.00 MIAMI FL 33030 1 01/10/97 11 0430127704 05 03/01/97 25 970008 O 02/01/27 0 1536193 A91/G01 F 175,000.00 ZZ 360 175,000.00 2 21-10 28TH AVENUE 8.000 1,284.09 78 7.750 1,284.09 225,000.00 ASTORIA NY 11102 2 01/28/97 00 0430138933 05 03/01/97 0 UNKNOWN O 02/01/27 0 1537753 976/G01 F 250,000.00 ZZ 360 249,654.77 1 4733 DEVONSHIRE PLACE 7.875 1,812.68 57 7.625 1,812.68 440,000.00 SANTA ROSA CA 95405 1 11/12/96 00 0430091652 05 01/01/97 0 321612 O 12/01/26 0 1537906 668/G01 F 299,900.00 ZZ 360 299,364.97 1 2922 222ND PLACE SOUTHEAST 8.625 2,332.60 75 8.375 2,332.60 399,900.00 ISSAQUAH WA 98029 1 10/22/96 00 0430140467 05 12/01/96 0 6963938 O 11/01/26 0 1537908 180/G01 F 270,000.00 ZZ 360 269,479.93 1 212 LESTER LANE 8.250 2,028.42 68 8.000 2,028.42 400,000.00 LOS GATOS CA 95032 5 10/23/96 00 0430099713 05 12/01/96 0 4493425 O 11/01/26 0 1 1538097 069/G01 F 290,400.00 ZZ 360 290,219.50 1 1904 MARINA DRIVE 8.375 2,207.25 80 (SAN PEDRO AREA) 8.125 2,207.25 363,000.00 LOS ANGELES CA 90732 1 12/24/96 00 0430124578 05 02/01/97 0 2362147890 O 01/01/27 0 1538243 811/G01 F 190,500.00 ZZ 360 190,387.53 1 8100 S W 178TH STREET 8.625 1,481.69 75 8.375 1,481.69 254,000.00 MIAMI FL 33157 1 12/30/96 00 0430133181 05 02/01/97 0 00104220 O 01/01/27 0 1538495 668/G01 F 240,643.00 ZZ 360 240,090.06 1 503 FIESTA COURT 8.375 1,829.07 90 8.125 1,829.07 267,787.00 FAIRFIELD CA 94533 1 10/10/96 04 0430125625 05 12/01/96 25 6768683 O 11/01/26 0 1538687 976/G01 F 297,000.00 ZZ 360 296,824.65 1 1026 TRAMWAY LANE N.E. 8.625 2,310.04 90 8.375 2,310.04 330,000.00 ALBUQUERQUE NM 87122 1 12/01/96 11 0430126953 05 02/01/97 25 311236 O 01/01/27 0 1538813 668/G01 F 270,000.00 ZZ 360 270,000.00 1 770 VALLEY VIEW ROAD 8.000 1,981.17 80 7.750 1,981.17 340,000.00 BEN LOMOND CA 95005 1 01/02/97 00 0430133215 05 03/01/97 0 0007003403 O 02/01/27 0 1538815 668/G01 F 421,500.00 ZZ 360 421,238.02 1 13595 STRUZENBERG COURT 8.375 3,203.70 75 8.125 3,203.70 565,000.00 1 MORGAN HILL CA 95037 2 12/19/96 00 0430121798 05 02/01/97 0 UNKNOWN O 01/01/27 0 1538858 147/G01 F 213,700.00 ZZ 360 213,419.47 1 1521 CENTRAL STREET, UNIT # 2C 8.125 1,586.72 95 7.875 1,586.72 225,087.00 DENVER CO 80211 1 11/20/96 11 0430144139 01 01/01/97 30 508399 O 12/01/26 0 1539181 668/G01 F 395,000.00 ZZ 360 394,728.16 1 907 HILLCROFT CIRCLE 7.875 2,864.03 87 7.625 2,864.03 455,000.00 OAKLAND CA 94610 2 12/18/96 04 0430121707 03 02/01/97 25 7005689 O 01/01/27 0 1539561 F27/G01 F 360,800.00 ZZ 360 360,545.35 1 17712 CRICKET HILL DRIVE 7.750 2,584.82 75 7.500 2,584.82 481,075.00 GERMANTOWN MD 20874 1 12/04/96 00 0430138974 03 02/01/97 0 UNKNOWN O 01/01/27 0 1539942 F03/G01 F 444,000.00 ZZ 360 444,000.00 1 7145 WATERFORD COURT 8.750 3,492.95 80 8.500 3,492.95 555,000.00 NIWOT CO 80503 2 01/16/97 00 0430138040 05 03/01/97 0 DEN10307 O 02/01/27 0 1540044 147/G01 F 225,000.00 ZZ 360 224,860.14 1 12130 CENTER AVENUE 8.375 1,710.17 53 8.125 1,710.17 425,000.00 SAN MARTIN CA 95046 1 12/02/96 00 0430143636 05 02/01/97 0 536743 O 01/01/27 0 1 1540103 069/G01 F 382,000.00 ZZ 360 381,264.30 1 84 NARCISSA DRIVE 8.250 2,869.84 90 8.000 2,869.84 425,000.00 RANCHO PALOS VE CA 90275 1 10/25/96 14 0430082008 05 12/01/96 25 2212142842 O 11/01/26 0 1540129 956/G01 F 280,000.00 ZZ 360 279,676.64 1 20601 HENWOOD ROAD 8.750 2,202.76 70 8.500 2,202.76 400,000.00 SAN JOSE CA 95120 2 11/07/96 00 0430125229 05 01/01/97 0 610177 O 12/01/26 0 1540131 956/G01 F 204,000.00 ZZ 360 203,764.40 1 3563 VAL VERDE ROAD 8.750 1,604.87 80 8.500 1,604.87 255,000.00 LOOMIS CA 95650 1 10/31/96 00 0430132704 05 01/01/97 0 610260 O 12/01/26 0 1540162 439/G01 F 165,000.00 ZZ 360 164,583.34 1 5725 ELDERGARDENS ST. 8.350 1,251.21 55 8.100 1,251.21 300,000.00 SAN DIEGO CA 92120 2 09/18/96 00 0430079145 05 11/01/96 0 1868673 O 10/01/26 0 1540369 227/G01 F 231,800.00 ZZ 360 231,396.97 1 14 ZOPILOTE 8.750 1,823.58 95 8.500 1,823.58 244,000.00 TIJERAS NM 87059 1 11/01/96 10 0430118893 05 12/01/96 30 1666640 O 11/01/26 0 1540411 F03/G01 F 278,000.00 ZZ 360 278,000.00 1 1 7289 EAST STROH ROAD 8.750 2,187.03 68 8.500 2,187.03 410,000.00 PARKER CO 80134 2 01/06/97 00 0430135095 03 03/01/97 0 DEN10311 O 02/01/27 0 1540507 074/G01 F 750,000.00 ZZ 360 748,518.19 1 771 MANDALAY BEACH ROAD 8.125 5,568.73 66 7.875 5,568.73 1,150,000.00 OXNARD CA 93035 5 10/24/96 00 0430086140 05 12/01/96 0 1487004340 O 11/01/26 0 1540613 074/G01 F 600,000.00 ZZ 360 597,168.04 1 1440 READING BOULEVARD 7.625 4,246.77 67 7.375 4,246.77 900,000.00 READING PA 19610 1 10/30/96 00 0430086371 05 12/01/96 0 1581075370 O 11/01/26 0 1541048 F27/G01 F 371,500.00 ZZ 360 371,244.33 1 2008 BYRD ROAD 7.875 2,693.64 75 7.625 2,693.64 495,352.00 VIENNA VA 22182 1 12/18/96 00 0430139006 03 02/01/97 0 UNKNOWN O 01/01/27 0 1541064 685/G01 F 99,750.00 ZZ 360 99,631.78 1 10961 MARKLEIN AVENUE 8.625 775.85 75 8.375 775.85 133,000.00 LOS ANGELES CA 91345 1 11/15/96 00 0430109959 05 01/01/97 0 106148 O 12/01/26 0 1541078 976/G01 F 288,750.00 ZZ 360 288,380.47 1 17905 GOOSEBERRY DRIVE 8.250 2,169.29 75 8.000 2,169.29 385,000.00 ROWLAND HEIGHTS CA 91748 1 11/06/96 00 0430087841 05 01/01/97 0 1 330226 O 12/01/26 0 1541168 A52/G01 F 305,000.00 ZZ 360 304,568.07 1 3712 BACCURATE WAY 7.750 2,185.06 80 7.500 2,185.06 381,271.00 MARIETTA GA 30062 1 11/26/96 00 0430080119 05 01/01/97 0 177933 O 12/01/26 0 1541589 B60/G01 F 306,900.00 ZZ 360 306,507.25 1 1501 MAGNOLIA AVENUE 8.250 2,305.64 90 8.000 2,305.64 341,000.00 MANHATTAN BEACH CA 90266 1 11/21/96 01 0430082669 05 01/01/97 25 7462 O 12/01/26 0 1541663 559/G01 F 144,000.00 ZZ 360 143,824.90 1 1928 LARIAT STREET 8.500 1,107.24 80 8.250 1,107.24 180,000.00 SANTA ROSA CA 95403 2 11/14/96 00 0430136671 05 01/01/97 0 5405188 O 12/01/26 0 1541718 668/G01 F 207,950.00 ZZ 360 207,824.02 1 9618 BELLE MEADE DRIVE 8.500 1,598.96 80 8.250 1,598.96 259,950.00 SAN RAMON CA 94583 1 12/20/96 00 0430124461 05 02/01/97 0 7015316 O 01/01/27 0 1541773 776/G01 F 399,300.00 ZZ 360 398,762.37 1 337 GLEN EAGLES WAY 8.000 2,929.92 80 7.750 2,929.92 499,131.00 SIMI VALLEY CA 93065 1 11/18/96 00 0430146449 03 01/01/97 0 2336749 O 12/01/26 0 1 1541809 998/G01 F 631,200.00 ZZ 360 630,776.47 1 25400 PASEO DEL CHAPARRAL 8.000 4,631.53 80 7.750 4,631.53 789,000.00 SALINAS CA 93908 1 12/11/96 00 0430131714 03 02/01/97 0 99093791 O 01/01/27 0 1541981 637/G01 F 183,000.00 ZZ 360 182,759.77 1 523 14TH AVENUE 8.125 1,358.77 61 7.875 1,358.77 300,000.00 SAN FRANCISCO CA 94118 5 11/13/96 00 0430120360 01 01/01/97 0 9312224 O 12/01/26 0 1542252 B24/G01 F 233,750.00 ZZ 360 233,612.00 1 93 STONY HILL ROAD 8.625 1,818.08 77 8.375 1,818.08 305,000.00 RIDGEFIELD CT 06877 2 12/05/96 00 0430091785 05 02/01/97 0 175056 O 01/01/27 0 1542486 A63/G01 F 157,600.00 ZZ 360 157,494.26 1 13626 CLARY SAGE DRIVE 8.000 1,156.41 70 7.750 1,156.41 225,500.00 CHANTILLY VA 20151 1 12/13/96 00 0430133553 03 02/01/97 0 060187 O 01/01/27 0 1542644 A59/G01 F 255,000.00 ZZ 360 254,824.51 1 2911 EDGEWATER COVE 7.875 1,848.93 61 7.625 1,848.93 420,000.00 WOODBURY MN 55125 2 12/30/96 00 0430110247 05 02/01/97 0 1542644 O 01/01/27 0 1542715 375/G01 F 999,900.00 ZZ 360 999,211.87 1 756 KAULANA PLACE 7.875 7,249.97 70 7.625 7,249.97 1,430,000.00 1 HONOLULU HI 96821 2 12/20/96 00 0430140715 03 02/01/97 0 638556 O 01/01/27 0 1542783 664/G01 F 950,000.00 ZZ 360 948,814.92 1 168 ELEANOR DRIVE 8.375 7,220.69 69 8.125 7,220.69 1,385,000.00 WOODSIDE CA 94062 2 11/15/96 00 0430126458 05 01/01/97 0 2154292 O 12/01/26 0 1542957 B57/G01 F 216,000.00 ZZ 360 216,000.00 1 3124 SILVERADO DRIVE 7.875 1,566.15 80 7.625 1,566.15 270,000.00 LOS ANGELES CA 90039 2 01/03/97 00 0430140129 05 03/01/97 0 9612087 O 02/01/27 0 1542965 893/G01 F 245,000.00 ZZ 360 245,000.00 1 158 SKY LONDA DRIVE 7.875 1,776.42 72 7.625 1,776.42 345,000.00 WOODSIDE CA 94062 2 01/09/97 00 0430136622 05 03/01/97 0 1542965 O 02/01/27 0 1543049 F03/G01 F 399,000.00 ZZ 360 398,787.66 1 12 VIA CANCHA 9.125 3,246.40 73 8.875 3,246.40 550,000.00 SAN CLEMENTE CA 92673 2 12/20/96 00 0430125567 03 02/01/97 0 LAG10168 O 01/01/27 0 1543125 A08/G01 F 360,000.00 ZZ 360 359,752.25 1 26 RICHBOURNE LANE 7.875 2,610.25 75 7.625 2,610.25 480,000.00 MELVILLE NY 11747 5 12/27/96 00 0430137661 05 02/01/97 0 UNKNOWN O 01/01/27 0 1 1543155 705/G01 F 188,000.00 ZZ 360 188,000.00 1 1915 AVENUE V 8.750 1,479.00 69 8.500 1,479.00 275,000.00 BROOKLYN NY 11229 5 01/23/97 00 0430141853 05 03/01/97 0 96030415 O 02/01/27 0 1543314 637/G01 F 106,000.00 T 360 105,932.40 1 5217 MARINA PACIFICA DRIVE 8.250 796.35 68 8.000 796.35 156,000.00 LONG BEACH CA 90803 2 12/18/96 00 0430123000 02 02/01/97 0 9343435 O 01/01/27 0 1543318 976/G01 F 817,500.00 ZZ 360 817,053.45 1 5943-A KALANIANAOLE HIGHWAY 9.000 6,577.80 75 8.750 6,577.80 1,100,000.00 HONOLULU HI 96821 2 12/20/96 00 0430126813 05 02/01/97 0 235629 O 01/01/27 0 1543342 737/G01 F 405,000.00 ZZ 360 404,454.69 1 5 FOREST VIEW DRIVE 8.000 2,971.75 57 7.750 2,971.75 715,000.00 SEDONA AZ 86336 2 11/22/96 00 0430139873 05 01/01/97 0 511981 O 12/01/26 0 1543467 685/G01 F 440,000.00 ZZ 360 439,465.01 1 26075 BIG HORN MOUNTAIN WAY 8.500 3,383.22 80 8.250 3,383.22 550,000.00 YORBA LINDA CA 92687 2 11/20/96 00 0430129288 05 01/01/97 0 330019 O 12/01/26 0 1543473 956/G01 F 81,600.00 ZZ 360 81,498.21 1 1 5161 CHERBOURG DRIVE 8.375 620.22 80 8.125 620.22 102,000.00 SACRAMENTO CA 95842 2 11/20/96 00 0430125211 05 01/01/97 0 611167 O 12/01/26 0 1543480 757/G01 F 440,000.00 ZZ 348 439,427.55 1 1331 MARIETTA COUNTRY CLUB DR 8.625 3,447.70 66 8.375 3,447.70 673,000.00 KENNESAW GA 30152 2 11/14/96 00 0430095158 05 01/01/97 0 2664902 O 12/01/25 0 1543577 227/G01 F 225,000.00 ZZ 360 224,726.41 1 10 HERITAGE PARK CIRCLE 8.500 1,730.06 68 8.250 1,730.06 335,000.00 NORTH LITTLE RO AR 72116 2 11/01/96 00 0430136705 05 01/01/97 0 1692562 O 12/01/26 0 1543717 B24/G01 F 261,000.00 ZZ 360 260,820.38 1 24 SOUTH CROTON AVE 7.875 1,892.43 90 7.625 1,892.43 290,000.00 MOUNT KISCO NY 10549 1 12/13/96 04 0430093310 05 02/01/97 25 174410 O 01/01/27 0 1543763 638/G01 F 96,000.00 ZZ 360 95,943.32 1 2194 WEST 460 SOUTH 8.625 746.68 54 8.375 746.68 178,000.00 CEDAR CITY UT 84720 2 12/31/96 00 0430132456 05 02/01/97 0 08608588 O 01/01/27 0 1543779 638/G01 F 85,000.00 ZZ 360 84,944.40 1 1886 GLENRIDGE ROAD 8.125 631.12 52 7.875 631.12 165,000.00 ESCONDIDO CA 92027 2 12/13/96 00 0430140814 05 02/01/97 0 1 08610182 O 01/01/27 0 1543820 956/G01 F 138,400.00 ZZ 360 138,218.31 1 7414 DOVER LANE 8.125 1,027.62 80 7.875 1,027.62 173,000.00 DUBLIN CA 94568 1 11/25/96 00 0430125203 05 01/01/97 0 610286 O 12/01/26 0 1543899 A06/G01 F 540,000.00 ZZ 360 538,630.76 1 7140 LEDGEWOOD 8.375 4,104.40 78 8.125 4,104.40 700,000.00 FENTON MI 48430 2 11/27/96 00 0430141101 05 01/01/97 0 9606712 O 12/01/26 0 1543953 668/G01 F 280,000.00 ZZ 360 279,613.34 1 8642 EAST CAMINO REAL 7.875 2,030.20 74 7.625 2,030.20 380,000.00 SCOTTSDALE AZ 85255 2 11/18/96 00 0430138552 05 01/01/97 0 0006704829 O 12/01/26 0 1543971 637/G01 F 392,000.00 ZZ 360 391,430.74 1 450 MARTY ROAD 7.625 2,774.56 80 7.375 2,774.56 490,000.00 LOS GATOS CA 95030 1 11/19/96 00 0430142380 05 01/01/97 0 9312439 O 12/01/26 0 1544175 976/G01 F 330,000.00 ZZ 360 329,761.16 1 2516 ANGELO DRIVE 7.625 2,335.72 69 7.375 2,335.72 480,000.00 LOS ANGELES CA 90077 2 12/19/96 00 0430126185 01 02/01/97 0 341522 O 01/01/27 0 1 1544185 731/G01 F 328,000.00 ZZ 360 328,000.00 1 6555 STILLMEADOW DRIVE 8.375 2,493.04 80 8.125 2,493.04 410,000.00 CUMMING GA 30130 1 01/31/97 00 0430143735 03 03/01/97 0 3140963211 O 02/01/27 0 1544223 640/G01 F 232,200.00 ZZ 360 231,907.49 1 4731 PLANTATION FOREST COVE 8.375 1,764.89 90 8.125 1,764.89 258,000.00 COLLIERVILLE TN 38017 1 11/15/96 01 0430137133 05 01/01/97 25 UNKNOWN O 12/01/26 0 1544225 A52/G01 F 229,100.00 ZZ 360 228,957.60 1 1684 HARROGATE COURT 8.375 1,741.33 95 8.125 1,741.33 241,207.00 GRAYSON GA 30221 1 12/11/96 12 0430093013 03 02/01/97 30 180414 O 01/01/27 0 1544248 964/G01 F 560,000.00 ZZ 360 559,246.00 1 2372 BAY STREET 8.000 4,109.08 80 7.750 4,109.08 700,000.00 SAN FRANCISCO CA 94123 1 11/25/96 00 0430094011 05 01/01/97 0 21048 O 12/01/26 0 1544371 765/G01 F 252,000.00 ZZ 360 251,835.15 1 8401 KINGFISHER DRIVE 8.125 1,871.10 80 7.875 1,871.10 315,000.00 HUNTINGTON BEAC CA 92646 1 12/02/96 00 0430134023 02 02/01/97 0 318927 O 01/01/27 0 1544469 976/G01 F 261,000.00 ZZ 360 260,841.88 1 15081 AVENIDA DE LAS FLORES 8.500 2,006.87 90 8.250 2,006.87 290,000.00 1 CHINO HILLS CA 91709 1 12/18/96 10 0430123448 05 02/01/97 25 344446 O 01/01/27 0 1544585 731/G01 F 348,750.00 ZZ 360 348,292.19 1 9193 PINERIDGE LANE 8.125 2,589.46 75 7.875 2,589.46 465,000.00 BOULDER CO 80302 2 12/02/96 00 0430128967 03 01/01/97 0 590710182 O 12/01/26 0 1544674 998/G01 F 228,750.00 ZZ 360 228,331.31 1 1103 SANTA RUFINA COURT 8.500 1,758.89 75 8.250 1,758.89 305,000.00 SOLANA BEACH CA 92075 1 10/29/96 00 0430131656 03 12/01/96 0 99626285 O 11/01/26 0 1544816 731/G01 F 145,000.00 ZZ 360 145,000.00 1 433 SOUTH CREST ROAD 8.375 1,102.10 79 8.125 1,102.10 185,000.00 ORANGE CA 92868 1 01/06/97 00 0430137455 05 03/01/97 0 411510950 O 02/01/27 0 1544832 893/G01 F 280,000.00 ZZ 360 280,000.00 1 2343 PANORAMA DRIVE 7.750 2,005.95 80 7.500 2,005.95 350,000.00 LA CRESCENTA CA 91214 1 01/07/97 00 0430127316 05 03/01/97 0 NIE1101196A19 O 02/01/27 0 1544906 180/G01 F 89,200.00 ZZ 360 89,200.00 1 1107 SOUTH STEWART POCKET 8.250 670.13 47 CIRCLE 8.000 670.13 191,500.00 PAYSON AZ 85541 2 01/02/97 00 0430140269 05 03/01/97 0 4529574 O 02/01/27 0 1 1544961 E33/G01 F 460,000.00 ZZ 360 460,000.00 1 1170 NORTH EDGEWOOD 8.000 3,375.32 63 7.750 3,375.32 736,000.00 LAKE FOREST IL 60045 2 12/27/96 00 0430113860 05 03/01/97 0 327426637 O 02/01/27 0 1544965 559/G01 F 284,500.00 ZZ 360 283,951.98 1 6267 SKYWALKER DRIVE 8.250 2,137.36 80 8.000 2,137.36 355,685.00 SAN JOSE CA 95135 1 10/18/96 00 0430135392 05 12/01/96 0 5397054 O 11/01/26 0 1544983 705/G01 F 240,000.00 ZZ 360 240,000.00 1 46 ELM DRIVE 8.750 1,888.08 89 8.500 1,888.08 270,000.00 NEW HYDE PARK NY 11040 1 01/07/97 11 0430118075 05 03/01/97 25 96030421 O 02/01/27 0 1545013 455/G01 F 272,250.00 ZZ 360 272,067.32 1 320 OAK ARBOR COURT 8.000 1,997.68 75 7.750 1,997.68 363,000.00 ALPHARETTA GA 30202 1 12/06/96 00 0430140806 03 02/01/97 0 53750 O 01/01/27 0 1545207 731/G01 F 220,000.00 ZZ 360 219,844.72 1 13451 PALA AVENUE 7.750 1,576.11 80 7.500 1,576.11 275,000.00 SYLMAR AREA CA 91342 1 12/09/96 00 0430128306 05 02/01/97 0 6000141 O 01/01/27 0 1545247 A52/G01 F 236,000.00 ZZ 240 235,611.63 1 1 1 RUM RUNNER'S ALLEY 8.250 2,010.87 80 8.000 2,010.87 295,000.00 SAVANNAH GA 31419 2 12/13/96 00 0430097063 03 02/01/97 0 174579 O 01/01/17 0 1545459 074/G01 F 230,000.00 ZZ 360 229,690.31 1 7 MCCORMICK DR 8.000 1,687.66 70 7.750 1,687.66 330,000.00 LANDENBERG PA 19350 1 11/21/96 00 0430108167 05 01/01/97 0 1181077710 O 12/01/26 0 1545465 074/G01 F 329,000.00 ZZ 360 327,805.80 1 7540 BUCKBOARD DRIVE 8.125 2,442.82 72 7.875 2,442.82 459,000.00 PARK CITY UT 84098 2 11/13/96 00 0430108225 05 01/01/97 0 1499004880 O 12/01/26 0 1545470 074/G01 F 85,800.00 T 360 85,684.48 1 2639 N RIVERSIDE #503 8.000 629.57 65 7.750 629.57 132,000.00 POMPANO BEACH FL 33062 1 11/01/96 00 0430108274 06 01/01/97 0 1506172532 O 12/01/26 0 1545471 074/G01 F 273,000.00 ZZ 360 272,558.74 1 3323 SOUTH BENTLEY AVENUE 8.375 2,075.00 70 8.125 2,075.00 393,000.00 LOS ANGELES CA 90034 1 11/01/96 00 0430108282 05 01/01/97 0 1506172849 O 12/01/26 0 1545478 074/G01 F 255,200.00 ZZ 360 254,865.01 1 3121 NW 93RD STREET 8.125 1,894.85 80 7.875 1,894.85 319,000.00 SEATTLE WA 98117 1 11/01/96 00 0430108357 05 01/01/97 0 1 1513073858 O 12/01/26 0 1545494 074/G01 F 85,000.00 ZZ 360 84,891.22 1 6770 SOUTH SOMERSET DRIVE 8.250 638.58 79 8.000 638.58 108,000.00 WEST JORDAN UT 84084 5 11/14/96 00 0430108514 05 01/01/97 0 1579037470 O 12/01/26 0 1545502 074/G01 F 270,000.00 ZZ 360 269,654.48 1 228 LINCOLN STREET 8.250 2,028.42 59 8.000 2,028.42 461,600.00 NEWTON MA 02161 1 11/20/96 00 0430108597 05 01/01/97 0 1811063531 O 12/01/26 0 1545599 074/G01 F 252,000.00 ZZ 360 251,685.65 1 8411 56TH STREET 8.375 1,915.38 90 8.125 1,915.38 280,000.00 LUBBOCK TX 79407 2 11/04/96 04 0430106112 05 01/01/97 25 1504084638 O 12/01/26 0 1545602 074/G01 F 241,200.00 ZZ 360 240,594.00 1 12507 DELMAR 8.375 1,833.30 90 8.125 1,833.30 268,000.00 LEAWOOD KS 66209 1 11/01/96 04 0430106138 03 12/01/96 25 1505068116 O 11/01/26 0 1545611 074/G01 F 900,000.00 ZZ 360 898,310.06 1 409 LINCOLN BOULEVARD 8.375 6,840.65 75 8.125 6,840.65 1,215,000.00 SANTA MONICA CA 90402 1 10/25/96 00 0430106229 05 12/01/96 0 1506167907 O 11/01/26 0 1 1545613 074/G01 F 225,000.00 ZZ 360 224,588.16 1 2055 CHARLEMAGNE AVENUE 8.500 1,730.06 79 8.250 1,730.06 285,000.00 LONG BEACH CA 90815 5 10/21/96 00 0430106245 05 12/01/96 0 1506171278 O 11/01/26 0 1545620 074/G01 F 60,000.00 ZZ 360 59,913.06 1 22 TRUMAN ROAD 9.625 510.00 80 9.375 510.00 75,000.00 INWOOD WV 25428 5 10/23/96 00 0430106310 03 12/01/96 0 1507187728 O 11/01/26 0 1545623 074/G01 F 91,000.00 ZZ 360 90,833.44 1 3774 BARRINGTON DRIVE 8.500 699.71 65 8.250 699.71 140,000.00 CARMEL IN 46033 2 10/30/96 00 0430106344 05 12/01/96 0 1507189767 O 11/01/26 0 1545640 074/G01 F 63,750.00 ZZ 360 63,672.49 1 2090 WINDY OAK COURT 8.500 490.18 75 8.250 490.18 85,000.00 LITHIA SPRINGS GA 30057 2 11/08/96 00 0430106518 05 01/01/97 0 1511059991 O 12/01/26 0 1545650 074/G01 F 288,000.00 ZZ 360 287,459.21 1 430 PROBST WAY 8.375 2,189.01 80 8.125 2,189.01 360,000.00 LAS VEGAS NV 89110 1 10/24/96 00 0430106617 05 12/01/96 0 1512045201 O 11/01/26 0 1545651 074/G01 F 223,500.00 ZZ 360 223,090.90 1 13203 GODDARD LANE 8.500 1,718.53 95 8.250 1,718.53 235,275.00 1 OVERLAND PARK KS 66213 1 10/25/96 14 0430106625 03 12/01/96 30 1512045369 O 11/01/26 0 1545655 074/G01 F 574,000.00 ZZ 360 570,237.78 1 339 PERSHING DRIVE 8.625 4,464.51 75 8.375 4,464.51 768,500.00 OAKLAND CA 94611 5 10/31/96 00 0430106666 05 01/01/97 0 1512056070 O 12/01/26 0 1545669 074/G01 F 90,800.00 ZZ 360 90,628.68 1 11853 44TH AVENUE SOUTH 8.375 690.15 80 8.125 690.15 113,500.00 SEATTLE WA 98178 5 10/24/96 00 0430106807 05 12/01/96 0 1513081142 O 11/01/26 0 1545684 074/G01 F 350,000.00 ZZ 360 349,375.62 1 3104 SOUTH SANGRE ROAD 8.625 2,722.26 70 8.375 2,722.26 500,000.00 STILLWATER OK 74074 2 10/24/96 00 0430106955 05 12/01/96 0 1563128656 O 11/01/26 0 1545688 074/G01 F 229,900.00 ZZ 360 229,613.20 1 17 CALLE DEL ARROYO 8.375 1,747.41 95 8.125 1,747.41 242,000.00 PLACITAS NM 87043 1 11/08/96 04 0430106997 05 01/01/97 30 1563137646 O 12/01/26 0 1545702 074/G01 F 123,750.00 ZZ 360 123,513.94 1 1115 SEABOARD AVENUE NW 8.375 940.59 75 8.125 940.59 165,000.00 ATLANTA GA 30318 1 11/14/96 00 0430107136 05 01/01/97 0 1566082020 O 12/01/26 0 1 1545715 074/G01 F 265,500.00 ZZ 360 265,168.79 1 4665 MARCIA LANE 8.375 2,018.00 90 8.125 2,018.00 295,000.00 EL CAJON CA 92020 1 11/07/96 14 0430107268 05 01/01/97 25 1567175079 O 12/01/26 0 1545723 074/G01 F 260,000.00 ZZ 360 259,691.88 1 8959 LANSING AVENUE NORTH 8.625 2,022.26 80 8.375 2,022.26 325,000.00 GRANT TOWNSHIP MN 55082 1 11/18/96 00 0430107342 05 01/01/97 0 1576022750 O 12/01/26 0 1545743 074/G01 F 85,050.00 T 360 84,954.28 1 912 COLUMBINE DRIVE 8.875 676.70 70 8.625 676.70 121,500.00 GRAND LAKE CO 80447 1 11/15/96 00 0430107540 03 01/01/97 0 1579035907 O 12/01/26 0 1545745 074/G01 F 258,000.00 T 360 257,678.16 1 1135 ABILENE WAY 8.375 1,960.99 71 8.125 1,960.99 365,000.00 PARK CITY UT 84098 5 11/08/96 00 0430107565 03 01/01/97 0 1579036976 O 12/01/26 0 1545746 074/G01 F 234,000.00 ZZ 360 233,708.10 1 197 RUSSETT ROAD 8.375 1,778.57 80 8.125 1,778.57 293,000.00 BROOKLINE MA 02146 5 11/08/96 00 0430107573 05 01/01/97 0 1580039825 O 12/01/26 0 1545753 074/G01 F 80,000.00 ZZ 360 79,900.20 1 1 42132 LOCHMOOR 8.375 608.06 80 8.125 608.06 100,000.00 CLINTON TOWNSHI MI 48038 5 11/05/96 00 0430107649 01 01/01/97 0 1581074118 O 12/01/26 0 1545756 074/G01 F 88,100.00 ZZ 360 87,389.28 1 12536 GREENHILL 8.500 677.42 75 8.250 677.42 117,500.00 GRAND BLANC MI 48439 1 11/15/96 00 0430107672 05 01/01/97 0 1581075620 O 12/01/26 0 1545763 074/G01 F 130,000.00 ZZ 360 129,849.87 1 922 ROCHDALE 8.750 1,022.71 62 8.500 1,022.71 210,800.00 KIRKWOOD MO 63122 5 11/06/96 00 0430107748 05 01/01/97 0 1583036958 O 12/01/26 0 1545773 074/G01 F 67,500.00 ZZ 360 67,415.79 1 5232 NORTHEAST 1ST AVENUE 8.375 513.05 70 8.125 513.05 97,000.00 FORT LAUDERDALE FL 33334 5 11/04/96 00 0430107847 05 01/01/97 0 1589078790 O 12/01/26 0 1545774 074/G01 F 232,000.00 ZZ 360 231,710.59 1 4000 WILLIAMS ISLAND 8.375 1,763.37 80 UNIT #505 8.125 1,763.37 290,000.00 NORTH MIAMI BEA FL 33160 1 11/12/96 00 0430107854 01 01/01/97 0 1589080282 O 12/01/26 0 1545784 074/G01 F 260,000.00 ZZ 360 259,683.86 1 247 H STREET 8.500 1,999.18 80 8.250 1,999.18 325,000.00 CHULA VISTA CA 91910 5 11/07/96 00 0430107953 05 01/01/97 0 1 1595015605 O 12/01/26 0 1545792 074/G01 F 97,500.00 ZZ 360 97,378.36 1 1059 MAPLE STREET 8.375 741.08 75 8.125 741.08 130,000.00 ARROYO GRANDE CA 93420 1 11/04/96 00 0430108035 05 01/01/97 0 1596014721 O 12/01/26 0 1545804 074/G01 F 300,000.00 ZZ 360 299,635.23 1 2005 WALHALA DRIVE 8.500 2,306.74 95 8.250 2,306.74 318,615.00 RICHMOND VA 23236 1 11/15/96 12 0430108159 03 01/01/97 30 1861011642 O 12/01/26 0 1545901 893/G01 F 305,000.00 ZZ 360 305,000.00 1 459 CAMINO LAS JUNTAS 8.375 2,318.22 73 8.125 2,318.22 420,000.00 PLEASANT HILL CA 94523 5 01/01/97 00 0430129254 05 03/01/97 0 1545901 O 02/01/27 0 1545986 147/G01 F 508,950.00 ZZ 360 508,641.67 1 9324 PROVENCE GARDEN LANE 8.500 3,913.39 80 8.250 3,913.39 636,225.00 LAS VEGAS NV 89128 1 12/27/96 00 0430143586 03 02/01/97 0 525548 O 01/01/27 0 1546054 455/G01 F 240,000.00 ZZ 360 239,692.87 1 539 WEST PACES FERRY RD 8.250 1,803.04 60 8.000 1,803.04 400,000.00 ATLANTA GA 30305 1 11/26/96 00 0430132522 05 01/01/97 0 53658 O 12/01/26 0 1 1546231 B91/G01 F 404,500.00 ZZ 360 403,927.17 1 425 PANORAMA DRIVE 7.750 2,897.89 80 7.500 2,897.89 507,500.00 LAGUNA BEACH CA 92651 1 11/19/96 00 0430104752 05 01/01/97 0 1000003557 O 12/01/26 0 1546463 180/G01 F 256,000.00 ZZ 360 255,828.23 1 7898 ALKIRE STREET 8.000 1,878.44 80 7.750 1,878.44 322,000.00 ARVADA CO 80005 1 12/30/96 00 0430125716 05 02/01/97 0 4703617 O 01/01/27 0 1546495 956/G01 F 148,000.00 ZZ 360 147,905.63 1 199 MOCKINGBIRD LANE 8.250 1,111.87 80 8.000 1,111.87 185,000.00 TEMPLETON CA 93465 2 12/02/96 00 0430125195 05 02/01/97 0 2611277 O 01/01/27 0 1546515 A52/G01 F 235,600.00 ZZ 360 235,467.92 1 1200 LOXLEY CIRCLE 8.875 1,874.54 95 8.625 1,874.54 248,000.00 PEACHTREE CITY GA 30269 1 12/23/96 12 0430100289 05 02/01/97 30 181708 O 01/01/27 0 1546525 934/G01 F 266,400.00 ZZ 360 266,400.00 1 1745 CLEVELAND ROAD 8.500 2,048.39 80 8.250 2,048.39 333,000.00 MIAMI BEACH FL 33141 1 01/17/97 00 0430139618 05 03/01/97 0 61006789 O 02/01/27 0 1546557 638/G01 F 508,000.00 ZZ 360 508,000.00 1 25332 STAGELINE DRIVE 8.000 3,727.52 80 7.750 3,727.52 635,000.00 1 LAGUNA HILLS CA 92653 1 12/31/96 00 0430125641 03 03/01/97 0 08616242 O 02/01/27 0 1546587 976/G01 F 320,000.00 ZZ 360 319,779.77 1 1705 KINGS MANOR DRIVE 7.875 2,320.23 80 7.625 2,320.23 400,000.00 BOWIE MD 20721 1 12/31/96 00 0430133819 05 02/01/97 0 338975 O 01/01/27 0 1546597 668/G01 F 217,500.00 ZZ 360 217,350.31 1 615 ALETA PLACE 7.875 1,577.03 75 7.625 1,577.03 290,000.00 PLEASANT HILL CA 94523 2 12/27/96 00 0430138438 05 02/01/97 0 7026933 O 01/01/27 0 1546721 E57/G01 F 525,000.00 ZZ 360 524,656.58 1 42580 AVENIDA ESCALA 8.125 3,898.11 75 7.875 3,898.11 700,000.00 MURRIETA CA 92562 1 12/26/96 00 0430116533 05 02/01/97 0 86192005000 O 01/01/27 0 1546794 976/G01 F 343,950.00 ZZ 360 343,736.21 1 6507 SHADOW LANE 8.375 2,614.27 85 8.125 2,614.27 404,699.00 CHANHASSEN MN 55317 1 12/31/96 04 0430133942 05 02/01/97 12 891305 O 01/01/27 0 1546801 731/G01 F 78,000.00 ZZ 360 77,900.18 1 1680 STAG LANE 8.250 585.99 65 8.000 585.99 120,000.00 KALISPELL MT 59901 2 11/08/96 00 0430137406 05 01/01/97 0 262532835 O 12/01/26 0 1 1546821 696/G01 F 629,300.00 ZZ 360 628,898.72 1 6890 WATERY MOUNTAIN LANE 8.250 4,727.72 70 8.000 4,727.72 899,000.00 WARRENTON VA 22186 2 12/12/96 00 0430103325 05 02/01/97 0 5010974 O 01/01/27 0 1547050 G79/G01 F 301,000.00 ZZ 360 301,000.00 1 5 HORIZON ACRES 8.000 2,208.63 90 7.750 2,208.63 335,000.00 NEW ULM MN 56073 4 01/06/97 04 0430113795 05 03/01/97 25 NONE O 02/01/27 0 1547072 B75/G01 F 225,000.00 ZZ 360 225,000.00 1 317 LAVER COURT 8.250 1,690.35 90 8.000 1,690.35 250,000.00 ROSEVILLE CA 95678 1 01/08/97 10 0430135368 03 03/01/97 25 2645208 O 02/01/27 0 1547106 776/G01 F 51,000.00 ZZ 360 50,968.30 1 2711 WEST WOODLAWN AVENUE 8.375 387.64 75 8.125 387.64 68,000.00 BOISE ID 83702 5 12/02/96 00 0430138776 05 02/01/97 0 2540025 O 01/01/27 0 1547215 976/G01 F 233,600.00 ZZ 360 233,277.40 1 3802 CENTURY DRIVE 7.875 1,693.77 80 7.625 1,693.77 292,000.00 SAN JOSE CA 95129 1 11/22/96 00 0430127175 05 01/01/97 0 338248 O 12/01/26 0 1547225 363/G01 F 239,900.00 ZZ 360 239,743.07 1 1 1183 SOUTH CREEKWAY CT 8.125 1,781.25 80 7.875 1,781.25 300,000.00 GAHANNA OH 43230 1 12/19/96 00 0430119727 05 02/01/97 0 2580001153 O 01/01/27 0 1547239 976/G01 F 477,000.00 ZZ 360 476,404.95 1 26995 OLD CHIMNEY ROAD 8.375 3,625.55 51 8.125 3,625.55 950,000.00 MALIBU CA 90265 2 11/21/96 00 0430136689 05 01/01/97 0 344017 O 12/01/26 0 1547286 E22/G01 F 165,800.00 ZZ 360 165,694.28 1 17595 SW 13 STREET 8.250 1,245.60 64 8.000 1,245.60 260,824.00 PEMBROKE PINES FL 33029 1 12/19/96 00 0410255111 03 02/01/97 0 410255111 O 01/01/27 0 1547360 377/G01 F 300,000.00 ZZ 360 299,788.26 1 5 BOSWELL LANE 7.750 2,149.24 70 7.500 2,149.24 433,000.00 SOUTHBOROUGH MA 01772 1 12/20/96 00 0430136069 05 02/01/97 0 4611117 O 01/01/27 0 1547369 356/G01 F 296,000.00 ZZ 360 296,000.00 1 795 N HENRY AVENUE 8.375 2,249.82 80 8.125 2,249.82 370,000.00 SAN JOSE CA 95117 1 01/07/97 00 0430145581 05 03/01/97 0 2387041 O 02/01/27 0 1547478 638/G01 F 207,000.00 ZZ 360 207,000.00 1 11603 RIDGEGATE DRIVE 8.375 1,573.35 61 8.125 1,573.35 340,000.00 WHITTIER CA 90601 2 01/07/97 00 0430138305 03 03/01/97 0 1 8615623 O 02/01/27 0 1547487 A06/G01 F 353,000.00 ZZ 360 352,769.08 1 5678 MURFIELD DR 8.125 2,621.02 65 7.875 2,621.02 545,000.00 ROCHESTER MI 48306 2 12/23/96 00 0430103804 05 02/01/97 0 9607926 O 01/01/27 0 1547533 069/G01 F 188,000.00 ZZ 360 187,873.85 1 5117 PEABODY STREET 8.000 1,379.48 80 7.750 1,379.48 235,000.00 LONG BEACH CA 90808 1 12/05/96 00 0430116715 05 02/01/97 0 2362150753 O 01/01/27 0 1547599 147/G01 F 291,650.00 ZZ 360 291,459.21 1 19 KINGFISHER COURT 8.125 2,165.50 95 7.875 2,165.50 307,002.00 TRABUCO CANYON CA 92679 1 12/30/96 11 0430144055 03 02/01/97 30 30620408 O 01/01/27 0 1547621 A52/G01 F 240,000.00 ZZ 360 239,861.92 1 137 CHAPPELL ROAD 8.750 1,888.08 75 8.500 1,888.08 320,000.00 FAYETTEVILLE GA 30215 2 12/27/96 00 0430104406 05 02/01/97 0 179340 O 01/01/27 0 1547622 637/G01 F 225,000.00 ZZ 360 224,863.69 1 12 MEADOW FOX ROAD 8.500 1,730.06 74 8.250 1,730.06 305,000.00 NORTH HAMPTON NH 03862 2 12/05/96 00 0430140673 05 02/01/97 0 9122532 O 01/01/27 0 1 1547625 637/G01 F 295,000.00 ZZ 360 294,796.98 1 18134 LAMSON ROAD 7.875 2,138.96 79 7.625 2,138.96 375,000.00 CASTRO VALLEY CA 94546 2 12/02/96 00 0430137356 05 02/01/97 0 9312976 O 01/01/27 0 1547746 E91/G01 F 222,550.00 ZZ 360 222,242.68 1 2 MEADOWOOD 7.875 1,613.64 80 7.625 1,613.64 279,000.00 LAS FLORES CA 92688 1 11/18/96 00 0430144121 03 01/01/97 0 2515101 O 12/01/26 0 1547774 757/G01 F 400,000.00 ZZ 360 399,744.93 1 4781 STRICKLAND ROAD 8.250 3,005.07 80 8.000 3,005.07 500,000.00 FLOWERY BRANCH GA 30542 2 12/20/96 00 0430136093 05 02/01/97 0 2881043 O 01/01/27 0 1547788 369/G01 F 498,000.00 ZZ 360 497,648.51 1 1075 EAGLE ROAD 7.750 3,567.74 63 7.500 3,567.74 800,000.00 NEWTOWN PA 18940 5 12/12/96 00 0430115733 05 02/01/97 0 0060303922 O 01/01/27 0 1547803 686/G01 F 95,950.00 ZZ 360 95,950.00 1 6110 N RYLEY LN 8.500 737.78 75 8.250 737.78 127,953.00 OTIS ORCHARDS WA 99027 4 01/03/97 00 0430138578 05 03/01/97 0 30220679377 O 02/01/27 0 1547842 956/G01 F 239,800.00 ZZ 360 239,650.95 1 875 HEATHERWOOD ESTATES DRIVE 8.375 1,822.65 80 8.125 1,822.65 299,805.00 1 HOLLISTER CA 95023 1 12/12/96 00 0430133082 05 02/01/97 0 607309 O 01/01/27 0 1547854 E22/G01 F 90,000.00 ZZ 360 89,619.94 1 8311 STRAHLE PLACE 8.625 700.01 75 8.375 700.01 120,000.00 PHILADELPHIA PA 19111 5 11/19/96 00 0410249726 05 01/01/97 0 410249726 O 12/01/26 0 1547917 B87/G01 F 203,550.00 ZZ 360 203,550.00 1 18 SPRINGBRIAR LANE 8.250 1,529.21 69 8.000 1,529.21 295,000.00 KINGS PARK NY 11754 1 01/23/97 00 0430136838 05 03/01/97 0 5017 O 02/01/27 0 1547947 470/G01 F 275,000.00 ZZ 360 275,000.00 1 37515 VALGIO DRIVE 8.625 2,138.93 77 8.375 2,138.93 359,000.00 CALIMESA CA 92320 2 01/15/97 00 0430141622 05 03/01/97 0 960475 O 02/01/27 0 1547955 667/G01 F 138,400.00 ZZ 360 138,400.00 1 27822 HOLLY OAK LANE 8.250 1,039.75 80 8.000 1,039.75 173,000.00 MISSION VIEJO CA 92691 2 01/09/97 00 0430136127 03 03/01/97 0 73000200 O 02/01/27 0 1548001 369/G01 F 381,000.00 ZZ 360 380,744.35 1 6661 RIVER FORD COURT 8.000 2,795.65 90 7.750 2,795.65 423,375.00 MANASSAS VA 22111 4 12/03/96 12 0430140426 03 02/01/97 25 47968086 O 01/01/27 0 1 1548036 893/G01 F 408,000.00 ZZ 360 408,000.00 1 2107 WINGED FOOT ROAD 8.000 2,993.76 80 7.750 2,993.76 510,500.00 HALF MOON BAY CA 94019 1 01/14/97 00 0430137398 03 03/01/97 0 1548036 O 02/01/27 0 1548061 637/G01 F 252,600.00 ZZ 360 252,430.51 1 1888 WHISPERING CIRCLE 8.000 1,853.49 94 7.750 1,853.49 270,556.00 HENDERSON NV 89012 1 12/17/96 04 0430114538 03 02/01/97 25 9221342 O 01/01/27 0 1548209 363/G01 F 306,500.00 ZZ 360 306,294.34 1 1443 COUNTRY WOOD DR 8.000 2,248.99 79 7.750 2,248.99 390,000.00 BELLBROOK OH 45440 2 12/11/96 00 0430132621 05 02/01/97 0 1580002301 O 01/01/27 0 1548210 638/G01 F 143,900.00 ZZ 360 143,812.82 1 0288 EDWARDS VILLAGE BOULEVARD 8.500 1,106.47 75 #9-B 8.250 1,106.47 193,900.00 EDWARDS CO 81632 1 12/24/96 00 0430124263 09 02/01/97 0 08616145 O 01/01/27 0 1548237 757/G01 F 251,250.00 ZZ 360 251,085.64 1 4970 ROSEWOOD LAKE DRIVE 8.125 1,865.53 75 7.875 1,865.53 335,000.00 CUMMING GA 30130 5 12/18/96 00 0430146472 03 02/01/97 0 2879260 O 01/01/27 0 1548242 952/G01 F 384,000.00 ZZ 360 384,000.00 1 1 429 FAIRWAY ROAD 7.875 2,784.27 80 7.625 2,784.27 480,000.00 RIDGEWOOD NJ 07450 1 01/31/97 00 0430145722 05 03/01/97 0 96101485 O 02/01/27 0 1548368 664/G01 F 257,900.00 ZZ 360 257,735.54 1 2614 CHAPEL DRIVE 8.250 1,937.52 78 8.000 1,937.52 331,124.00 ELGIN IL 60120 4 12/20/96 00 0430115568 05 02/01/97 0 2239044 O 01/01/27 0 1548527 995/G01 F 192,000.00 ZZ 360 192,000.00 1 242 WOODLAND AVENUE 8.750 1,510.46 80 8.500 1,510.46 240,000.00 WYCKOFF NJ 07481 1 01/24/97 00 0430146274 05 03/01/97 0 GM10031315 O 02/01/27 0 1548679 668/G01 F 300,000.00 ZZ 360 300,000.00 1 9948 PLEASANT GROVE SCHOOL RD 8.500 2,306.75 75 8.250 2,306.75 400,000.00 ELK GROVE CA 95624 5 01/13/97 00 0430141226 05 03/01/97 0 7033749 O 02/01/27 0 1548720 976/G01 F 248,000.00 ZZ 360 247,824.96 1 5536 32ND STREET, N.W. 7.750 1,776.71 80 7.500 1,776.71 310,000.00 WASHINGTON DC 20015 1 12/23/96 00 0430140194 05 02/01/97 0 280362 O 01/01/27 0 1548725 356/G01 F 500,000.00 ZZ 360 500,000.00 1 1420 WESTVIEW DRIVE 8.125 3,712.49 66 7.875 3,712.49 758,000.00 OAKLAND CA 94705 1 12/19/96 00 0430113167 05 03/01/97 0 1 2382745 O 02/01/27 0 1548733 976/G01 F 187,200.00 ZZ 360 187,071.17 1 114 HUME AVENUE 7.875 1,357.33 74 7.625 1,357.33 254,000.00 ALEXANDRIA VA 22301 2 12/18/96 00 0430123422 05 02/01/97 0 338905 O 01/01/27 0 1548745 927/G01 F 650,000.00 ZZ 360 649,574.80 1 9057 WATERFIELD COURT 8.125 4,826.24 79 7.875 4,826.24 830,000.00 LAS VEGAS NV 89134 1 12/23/96 00 0430119065 03 02/01/97 0 311290 O 01/01/27 0 1548753 B57/G01 F 178,500.00 ZZ 360 178,500.00 1 4457 CANOGA DRIVE 8.375 1,356.73 75 WOODLAND HILLS AREA 8.125 1,356.73 238,000.00 LOS ANGELES CA 91364 2 01/02/97 00 0430119446 05 03/01/97 0 9612190 O 02/01/27 0 1548758 003/G01 F 278,350.00 ZZ 360 278,163.23 1 1856 WALTHALL DRIVE 8.000 2,042.44 80 7.750 2,042.44 348,000.00 ATLANTA GA 30318 1 12/12/96 00 0430141994 05 02/01/97 0 0003767340 O 01/01/27 0 1548817 E22/G01 F 520,000.00 ZZ 360 519,642.14 1 224 WOODWIND 7.875 3,770.36 80 7.625 3,770.36 650,000.00 BLOOMFIELD HILL MI 48304 1 12/20/96 00 0410167654 05 02/01/97 0 410167654 O 01/01/27 0 1 1548830 E22/G01 F 623,800.00 ZZ 360 623,391.95 1 5300 S STEELE ST 8.125 4,631.70 65 7.875 4,631.70 970,000.00 GREENWOOD VILLA CO 80121 5 12/10/96 00 0410309033 05 02/01/97 0 410309033 O 01/01/27 0 1548844 E22/G01 F 242,250.00 ZZ 360 241,860.69 1 982 WEST 37TH ST 8.750 1,905.78 95 (SAN PEDRO AREA) 8.500 1,905.78 255,000.00 LOS ANGELES CA 90731 1 12/27/96 04 0410292478 05 02/01/97 30 410292478 O 01/01/27 0 1548915 686/G01 F 332,000.00 ZZ 360 331,772.67 1 13808 CAMPUS DRIVE 7.900 2,413.00 80 7.650 2,413.00 415,000.00 OAKLAND CA 94605 1 12/10/96 00 0430120444 09 02/01/97 0 817871726 O 01/01/27 0 1548917 686/G01 F 187,500.00 ZZ 360 187,383.45 1 2832 NE 32 STREET 8.375 1,425.14 75 8.125 1,425.14 250,000.00 LIGHTHOUSE POIN FL 33064 1 12/12/96 00 0430122127 05 02/01/97 0 817907868 O 01/01/27 0 1548918 686/G01 F 147,000.00 ZZ 360 146,903.83 1 3409 JOHN SIMPSON TRAIL 8.125 1,091.48 75 7.875 1,091.48 197,000.00 AUSTIN TX 78732 1 12/12/96 00 0430120469 05 02/01/97 0 817924822 O 01/01/27 0 1548919 686/G01 F 359,200.00 ZZ 360 358,951.55 1 17490 BROOKHURST DRIVE 7.850 2,598.22 80 7.600 2,598.22 449,000.00 1 LAKE OSWEGO OR 97035 1 12/09/96 00 0430120501 03 02/01/97 0 817635873 O 01/01/27 0 1548920 686/G01 F 103,700.00 T 360 103,628.27 1 6106 FAIRVIEW COURT 7.850 750.10 80 7.600 750.10 129,625.00 GRANBURY TX 76049 5 12/10/96 00 0430120550 03 02/01/97 0 817683048 O 01/01/27 0 1548921 686/G01 F 294,000.00 ZZ 360 293,794.58 1 4206 SYCAMORE LANE 7.800 2,116.42 71 7.550 2,116.42 417,500.00 PARKER TX 75002 2 12/09/96 00 0430120618 05 02/01/97 0 817789449 O 01/01/27 0 1548922 686/G01 F 62,000.00 ZZ 360 61,957.11 1 812 ARDENLEIGH DRIVE 7.850 448.47 51 7.600 448.47 123,000.00 ORLANDO FL 32828 2 12/09/96 00 0430120485 03 02/01/97 0 817802960 O 01/01/27 0 1548923 686/G01 F 350,000.00 ZZ 360 349,757.90 1 2074 LANSING PLACE 7.850 2,531.68 63 7.600 2,531.68 560,000.00 MUTTONTOWN NY 11791 5 12/09/96 00 0430120535 05 02/01/97 0 817856248 O 01/01/27 0 1548924 686/G01 F 45,000.00 ZZ 360 44,969.64 1 130 COLONIAL HILL 7.975 329.42 36 7.725 329.42 125,000.00 WALLINGFORD CT 06492 1 12/13/96 00 0430120543 01 02/01/97 0 817910565 O 01/01/27 0 1 1548926 686/G01 F 312,500.00 ZZ 360 312,283.84 1 27115 TRAVIS LANE 7.850 2,260.43 66 7.600 2,260.43 480,000.00 ROLLING HILLS E CA 90274 2 12/06/96 00 0430120642 05 02/01/97 0 818058315 O 01/01/27 0 1548931 686/G01 F 180,000.00 ZZ 360 179,885.22 1 121 W CHAPMAN ROAD 8.250 1,352.28 70 8.000 1,352.28 258,000.00 OVIEDO FL 32765 5 12/11/96 00 0430121152 05 02/01/97 0 817907447 O 01/01/27 0 1548932 686/G01 F 88,800.00 ZZ 360 88,743.37 1 40 NE 210TH STREET 8.250 667.13 80 8.000 667.13 111,000.00 MIAMI FL 33179 5 12/11/96 00 0430121178 05 02/01/97 0 817907504 O 01/01/27 0 1548933 686/G01 F 48,000.00 ZZ 360 47,971.66 1 909 MAIN STREET 8.625 373.34 75 8.375 373.34 64,000.00 EAU CLAIRE WI 54701 1 12/27/96 00 0430122135 05 02/01/97 0 817940513 O 01/01/27 0 1548934 686/G01 F 99,650.00 T 360 99,581.07 1 3400 CORVAIR DRIVE 7.850 720.81 75 7.600 720.81 132,900.00 HIGH POINT NC 27265 5 12/12/96 00 0430122168 05 02/01/97 0 817959620 O 01/01/27 0 1548935 686/G01 F 55,000.00 ZZ 360 54,962.53 1 1 4609 GENERAL PERSHING DR 7.925 400.70 68 7.675 400.70 82,000.00 CHARLOTTE NC 28209 1 12/30/96 00 0430122184 05 02/01/97 0 817959737 O 01/01/27 0 1548940 686/G01 F 231,000.00 ZZ 360 230,842.62 1 5160 CALATRANA DRIVE 7.925 1,682.94 70 7.675 1,682.94 330,000.00 WOODLAND HILLS CA 91364 5 12/11/96 00 0430121442 05 02/01/97 0 817646656 O 01/01/27 0 1548941 686/G01 F 237,600.00 ZZ 360 237,433.98 1 4720 BERKELEY WALK POINT 7.800 1,710.42 80 7.550 1,710.42 297,000.00 BERKELEY LAKE GA 30136 1 12/17/96 00 0430121467 03 02/01/97 0 817692825 O 01/01/27 0 1548944 686/G01 F 329,900.00 ZZ 360 329,669.49 1 2 CHADWICK CT 7.800 2,374.86 77 7.550 2,374.86 429,900.00 PARK RIDGE NJ 07656 1 12/16/96 00 0430121491 05 02/01/97 0 817780208 O 01/01/27 0 1548945 686/G01 F 393,600.00 ZZ 360 393,327.75 1 12248 E KALIL DRIVE 7.850 2,847.05 80 7.600 2,847.05 492,000.00 SCOTTSDALE AZ 85259 1 12/11/96 00 0430121483 03 02/01/97 0 817789373 O 01/01/27 0 1548946 686/G01 F 158,000.00 ZZ 360 157,904.28 1 37 DALE STREET 8.500 1,214.89 69 8.250 1,214.89 229,000.00 NEEDHAM MA 02194 2 12/26/96 00 0430122200 01 02/01/97 0 1 817921463 O 01/01/27 0 1548947 686/G01 F 50,000.00 ZZ 360 49,965.41 1 6010 SAN MIGUEL ROAD 7.850 361.67 38 7.600 361.67 135,000.00 BONITA CA 91902 5 12/17/96 00 0430122218 05 02/01/97 0 817932213 O 01/01/27 0 1548948 686/G01 F 125,000.00 ZZ 360 124,914.41 1 950 TUTTLE AVENUE 7.900 908.51 62 7.650 908.51 203,000.00 WATSONVILLE CA 95076 5 12/09/96 00 0430121509 05 02/01/97 0 818021974 O 01/01/27 0 1548999 686/G01 F 180,000.00 ZZ 360 179,875.49 1 18 HULL CIRCLE DRIVE 7.850 1,302.01 75 7.600 1,302.01 240,000.00 AUSTIN TX 78746 1 12/13/96 00 0430121251 05 02/01/97 0 817444300 O 01/01/27 0 1549001 686/G01 F 134,250.00 ZZ 360 134,156.20 1 25-50 47TH STREET 7.800 966.43 75 7.550 966.43 179,000.00 ASTORIA NY 11103 1 12/18/96 00 0430121293 07 02/01/97 0 817830797 O 01/01/27 0 1549002 686/G01 F 352,000.00 ZZ 360 351,775.54 1 3507 46TH AVENUE N.E. 8.250 2,644.46 80 8.000 2,644.46 440,000.00 SEATTLE WA 98105 5 12/09/96 00 0430121368 05 02/01/97 0 817935026 O 01/01/27 0 1 1549003 686/G01 F 75,000.00 ZZ 360 74,953.38 1 42833 SE 176TH STREET 8.375 570.06 50 8.125 570.06 150,000.00 NORTH BEND WA 98045 5 12/12/96 00 0430121400 03 02/01/97 0 817935075 O 01/01/27 0 1549005 686/G01 F 84,675.00 ZZ 360 84,619.61 1 3336 COUNTRY WAY ROAD 8.125 628.71 75 7.875 628.71 112,900.00 ANTIOCH TN 37013 1 12/30/96 00 0430122226 05 02/01/97 0 818042079 O 01/01/27 0 1549012 686/G01 F 295,000.00 ZZ 360 294,795.95 1 20565 S. BAKERS FERRY ROAD 7.850 2,133.84 68 7.600 2,133.84 440,000.00 OREGON CITY OR 97045 2 12/10/96 00 0430121319 05 02/01/97 0 817682362 O 01/01/27 0 1549013 686/G01 F 120,000.00 ZZ 360 119,917.41 1 75 UNIVERSITY HEIGHTS DR 7.875 870.09 75 7.625 870.09 160,000.00 STONY BROOK NY 11790 1 12/19/96 00 0430121327 05 02/01/97 0 817763006 O 01/01/27 0 1549014 686/G01 F 95,000.00 ZZ 360 94,935.92 1 11 ST JOHN STREET UNIT D-7 7.975 695.43 68 7.725 695.43 140,000.00 NORTH HAVEN CT 06473 1 12/19/96 00 0430121343 01 02/01/97 0 817910854 O 01/01/27 0 1549015 686/G01 F 108,000.00 ZZ 360 107,931.13 1 85 MADISON ROAD 8.250 811.37 59 8.000 811.37 184,000.00 1 TEWKSBURY MA 01876 2 12/11/96 00 0430121376 05 02/01/97 0 817925373 O 01/01/27 0 1549017 686/G01 F 260,000.00 ZZ 360 259,820.15 1 340 JETER STREET 7.850 1,880.68 80 7.600 1,880.68 325,000.00 REDWOOD CITY CA 94062 1 12/10/96 00 0430121418 05 02/01/97 0 818022287 O 01/01/27 0 1549018 686/G01 F 160,000.00 ZZ 360 159,900.55 1 1630 SW 22ND AVENUE 8.375 1,216.12 51 8.125 1,216.12 317,500.00 BOCA RATON FL 33486 1 12/18/96 00 0430121426 03 02/01/97 0 818032302 O 01/01/27 0 1549021 686/G01 F 41,300.00 T 360 41,271.43 1 122 PERUVIAN AVENUE, #10 7.850 298.74 70 7.600 298.74 59,000.00 PALM BEACH FL 33480 1 12/20/96 00 0430122234 01 02/01/97 0 817211857 O 01/01/27 0 1549022 686/G01 F 86,250.00 ZZ 360 86,196.55 1 8 KILMER COURT 8.390 656.48 75 8.140 656.48 115,000.00 FREEHOLD TWP NJ 07728 1 12/18/96 00 0430122242 09 02/01/97 0 817782410 O 01/01/27 0 1549024 686/G01 F 60,000.00 ZZ 360 59,959.74 1 8704 CAMELIA COURT 8.000 440.26 75 7.750 440.26 80,000.00 CAPE CANAVERAL FL 32920 1 12/20/96 00 0430122275 09 02/01/97 0 817802804 O 01/01/27 0 1 1549025 686/G01 F 138,000.00 ZZ 360 137,899.61 1 153 BRUSHY HILL ROAD 7.600 974.39 64 7.350 974.39 218,000.00 NEWTOWN CT 06470 1 12/20/96 00 0430122283 05 02/01/97 0 817886328 O 01/01/27 0 1549026 686/G01 F 92,000.00 ZZ 360 91,937.00 1 7512 CARRIE RIDGE WAY 7.900 668.67 53 7.650 668.67 175,000.00 SAN DIEGO CA 92139 2 12/10/96 00 0430122291 05 02/01/97 0 817928914 O 01/01/27 0 1549028 686/G01 F 70,100.00 ZZ 360 70,057.53 1 2724 ADAMS STREET NE 8.500 539.01 78 8.250 539.01 91,000.00 ALBUQUERQUE NM 87110 2 12/11/96 00 0430122317 05 02/01/97 0 817961311 O 01/01/27 0 1549029 686/G01 F 36,750.00 ZZ 360 36,725.58 1 851 NE 207 TERRACE UNIT #203 8.050 270.95 75 7.800 270.95 49,000.00 MIAMI FL 33179 1 12/20/96 00 0430122374 01 02/01/97 0 817966807 O 01/01/27 0 1549030 686/G01 F 49,500.00 ZZ 360 49,466.78 1 1006 RYELAND COURT 8.000 363.22 75 7.750 363.22 66,000.00 BRIDGEVILLE PA 15017 1 12/19/96 00 0430122416 09 02/01/97 0 818068033 O 01/01/27 0 1549035 686/G01 F 135,000.00 ZZ 360 134,906.62 1 1 15925 91ST AVENUE S.E. 7.850 976.51 54 7.600 976.51 250,000.00 SNOHOMISH WA 98296 5 12/16/96 00 0430114173 05 02/01/97 0 817896608 O 01/01/27 0 1549036 686/G01 F 362,000.00 ZZ 360 361,749.60 1 3558 PAR FOUR DRIVE 7.850 2,618.48 74 7.600 2,618.48 490,000.00 EL CAJON CA 92019 2 12/12/96 00 0430122010 05 02/01/97 0 817930167 O 01/01/27 0 1549037 686/G01 F 53,900.00 ZZ 360 53,862.33 1 3625 BANKSTON PLACE 7.800 388.02 75 7.550 388.02 71,900.00 CHARLOTTE NC 28215 1 12/23/96 00 0430122036 05 02/01/97 0 817959554 O 01/01/27 0 1549038 686/G01 F 128,450.00 ZZ 360 128,361.59 1 181 WEBER BLVD SOUTH 7.875 931.36 70 7.625 931.36 183,500.00 NAPLES FL 34117 5 12/19/96 00 0430114082 05 02/01/97 0 818032658 O 01/01/27 0 1549039 686/G01 F 103,000.00 ZZ 360 102,928.75 1 6251 EAST TWIN PEAK CIRCLE 7.850 745.04 63 7.600 745.04 165,000.00 ANAHEIM CA 92807 1 12/19/96 00 0430122044 03 02/01/97 0 818058836 O 01/01/27 0 1549041 E22/G01 F 284,200.00 ZZ 360 284,018.78 1 1212 STONEBRIDGE CIRCLE 8.250 2,135.10 75 8.000 2,135.10 379,000.00 PARK CITY UT 84060 1 12/05/96 00 0410288278 09 02/01/97 0 1 410288278 O 01/01/27 0 1549065 E22/G01 F 61,750.00 ZZ 360 61,712.60 1 10526 HUNTINGTON WOOD DRIVE 8.500 474.80 95 8.250 474.80 65,000.00 HOUSTON TX 77079 1 12/26/96 04 0410325195 03 02/01/97 30 410325195 O 01/01/27 0 1549070 420/G01 F 278,200.00 ZZ 360 278,200.00 1 1775 PHEASANT RUN TERRACE 8.250 2,090.03 80 8.000 2,090.03 347,785.00 BRENTWOOD CA 94513 1 01/10/97 00 0430134940 03 03/01/97 0 342436 O 02/01/27 0 1549083 686/G01 F 118,000.00 ZZ 360 117,918.38 1 62 JENNIFER DRIVE 7.850 853.54 67 7.600 853.54 178,000.00 HEBRON CT 06248 2 12/18/96 00 0430122051 05 02/01/97 0 817842255 O 01/01/27 0 1549084 686/G01 F 110,000.00 ZZ 360 109,933.36 1 1217 ELDER LANE 8.500 845.81 58 8.250 845.81 190,924.00 WAUKEGAN IL 60085 1 12/23/96 00 0430114256 03 02/01/97 0 817939531 O 01/01/27 0 1549089 686/G01 F 96,600.00 ZZ 360 96,533.18 1 951 SILVERTON LOOP 7.850 698.75 67 7.600 698.75 144,500.00 LAKE MARY FL 32746 2 12/20/96 00 0430122424 03 02/01/97 0 817803356 O 01/01/27 0 1 1549090 686/G01 F 471,800.00 ZZ 360 471,499.15 1 1936 TEMPLE HILLS DRIVE 8.250 3,544.48 70 8.000 3,544.48 675,000.00 LAGUNA BEACH CA 92651 5 12/19/96 00 0430122457 05 02/01/97 0 817866999 O 01/01/27 0 1549092 686/G01 F 152,000.00 ZZ 360 151,894.86 1 84 SABINA ROAD 7.850 1,099.47 68 7.600 1,099.47 225,000.00 TRUMBULL CT 06611 5 12/20/96 00 0430122499 05 02/01/97 0 817886674 O 01/01/27 0 1549093 686/G01 F 264,000.00 ZZ 360 263,817.39 1 4027 INGALLS STREET 7.850 1,909.61 80 7.600 1,909.61 330,000.00 SAN DIEGO CA 92103 5 12/17/96 00 0430122515 05 02/01/97 0 817931587 O 01/01/27 0 1549096 686/G01 F 274,000.00 ZZ 360 273,834.00 1 10537 TYLER TERRACE 8.500 2,106.83 62 8.250 2,106.83 445,000.00 POTOMAC MD 20854 5 12/20/96 00 0430122572 05 02/01/97 0 818026668 O 01/01/27 0 1549097 686/G01 F 54,300.00 ZZ 360 54,263.56 1 751 BIRCHPARK CIRCLE #207 8.000 398.44 75 7.750 398.44 72,500.00 THOUSAND OAKS CA 91360 1 12/24/96 00 0430122598 01 02/01/97 0 818058521 O 01/01/27 0 1549106 686/G01 F 275,000.00 ZZ 360 274,815.47 1 4808 MEANDERING WAY 8.000 2,017.86 69 7.750 2,017.86 399,000.00 1 COLLEYVILLE TX 76034 1 12/26/96 00 0430122671 03 02/01/97 0 816970172 O 01/01/27 0 1549107 686/G01 F 104,000.00 ZZ 360 103,928.06 2 12432-12432-B BROADWAY 7.850 752.27 62 7.600 752.27 170,000.00 WHITTIER CA 90601 2 12/19/96 00 0430122762 05 02/01/97 0 817745391 O 01/01/27 0 1549108 686/G01 F 68,700.00 ZZ 360 68,653.43 1 3730 NW 114TH AVENUE 7.950 501.71 75 7.700 501.71 91,658.00 CORAL SPRINGS FL 33065 1 12/28/96 00 0430122614 05 02/01/97 0 817836596 O 01/01/27 0 1549109 686/G01 F 256,000.00 ZZ 360 255,828.23 1 13792 SANDERSTEAD ROAD 8.000 1,878.44 80 7.750 1,878.44 320,000.00 SANTA ANA CA 92705 2 12/17/96 00 0430122622 05 02/01/97 0 817852569 O 01/01/27 0 1549111 686/G01 F 89,500.00 ZZ 360 89,438.09 2 342-348 SOUTH VISTA AVENUE 7.850 647.39 56 7.600 647.39 160,000.00 SAN YSIDRO CA 92173 2 12/18/96 00 0430122655 05 02/01/97 0 817930662 O 01/01/27 0 1549112 686/G01 F 174,350.00 ZZ 360 174,230.01 1 17964 PUEBLO VISTA LANE 7.875 1,264.16 75 7.625 1,264.16 232,500.00 SAN DIEGO CA 92127 1 12/23/96 00 0430122663 03 02/01/97 0 817962749 O 01/01/27 0 1 1549113 686/G01 F 130,000.00 ZZ 360 129,912.77 1 139 W SOLTNER DR 8.000 953.90 52 7.750 953.90 254,000.00 KENNETT SQUARE PA 19348 1 12/27/96 00 0430122721 03 02/01/97 0 818026734 O 01/01/27 0 1549114 686/G01 F 375,000.00 ZZ 360 374,760.87 1 75485 OVERSEAS HIGHWAY 8.250 2,817.26 67 8.000 2,817.26 560,000.00 ISLAMORADA FL 33036 5 12/23/96 00 0430122739 05 02/01/97 0 818032344 O 01/01/27 0 1549122 686/G01 F 100,000.00 ZZ 360 99,930.83 1 1200 SOUTH BENDER AVENUE 7.850 723.34 61 7.600 723.34 165,000.00 GLENDORA CA 91740 5 12/04/96 00 0430120915 05 02/01/97 0 817646847 O 01/01/27 0 1549123 686/G01 F 86,000.00 ZZ 360 85,942.00 1 728 NORTH SEQUOIA LANE 7.975 629.54 74 7.725 629.54 117,500.00 AZUSA CA 91702 2 12/02/96 00 0430120931 01 02/01/97 0 817851959 O 01/01/27 0 1549124 686/G01 F 320,000.00 ZZ 360 319,779.77 1 2660 CHARL PLACE 7.875 2,320.23 69 7.625 2,320.23 470,000.00 LOS ANGELES CA 90046 2 12/05/96 00 0430120972 05 02/01/97 0 817866510 O 01/01/27 0 1549125 686/G01 F 276,000.00 ZZ 360 275,807.15 1 1 629 MIRAMAR AVENUE 7.800 1,986.85 80 7.550 1,986.85 345,000.00 SAN FRANCISCO CA 94112 2 12/02/96 00 0430120980 05 02/01/97 0 817871007 O 01/01/27 0 1549126 686/G01 F 100,000.00 ZZ 360 99,937.84 1 11876 NW 55TH STREET 8.375 760.08 59 8.125 760.08 170,000.00 CORAL SPRINGS FL 33076 1 12/10/96 00 0430121004 03 02/01/97 0 817905417 O 01/01/27 0 1549127 686/G01 F 78,000.00 ZZ 360 77,947.66 1 25534 OLD HIGHWAY 95 8.000 572.34 67 7.750 572.34 117,000.00 ATHOL ID 83801 1 12/13/96 00 0430121038 05 02/01/97 0 817934847 O 01/01/27 0 1549128 686/G01 F 151,000.00 T 360 150,903.71 1 7256 E WING SHADOW ROAD 8.250 1,134.42 70 8.000 1,134.42 215,796.00 SCOTTSDALE AZ 85255 5 12/13/96 00 0430121053 03 02/01/97 0 817961899 O 01/01/27 0 1549129 686/G01 F 75,000.00 ZZ 360 74,953.38 1 6115 WOODBURY ROAD 8.375 570.06 57 8.125 570.06 132,000.00 BOCA RATON FL 33433 1 12/09/96 00 0430121087 03 02/01/97 0 818032187 O 01/01/27 0 1549189 550/550 F 600,000.00 ZZ 360 600,000.00 1 1150 LOMBARD STREET #9 7.875 4,350.42 65 7.625 4,350.42 925,000.00 SAN FRANCISCO CA 94109 1 12/31/96 00 120215590 08 03/01/97 0 1 120215590 O 02/01/27 0 1549209 744/G01 F 465,000.00 ZZ 360 464,679.99 1 12287 W. SAN VICENTE BOULEVARD 7.875 3,371.57 75 7.625 3,371.57 625,000.00 LOS ANGELES CA 90049 2 12/18/96 00 0430136614 05 02/01/97 0 79351 O 01/01/27 0 1549216 881/G01 F 94,000.00 ZZ 360 93,936.93 1 1195 SOUTH SOUTHWEST DRIVE 8.000 689.74 73 7.750 689.74 130,000.00 TOOELE UT 84074 5 12/16/96 00 0430124099 05 02/01/97 0 103996 O 01/01/27 0 1549403 E57/G01 F 339,500.00 ZZ 360 339,277.92 1 15 BELFORT 8.125 2,520.78 90 7.875 2,520.78 377,500.00 NEWPORT COAST A CA 92657 1 12/12/96 14 0430127308 03 02/01/97 25 86082005000 O 01/01/27 0 1549404 685/G01 F 57,750.00 ZZ 360 57,710.25 1 225 57TH STREET N.W. 7.875 418.73 69 7.625 418.73 84,000.00 ALBUQUERQUE NM 87105 2 12/23/96 00 0430121731 05 02/01/97 0 201699 O 01/01/27 0 1549414 685/G01 F 298,200.00 ZZ 360 297,994.78 1 19288 SURFWAVE DRIVE 7.875 2,162.16 80 7.625 2,162.16 372,789.00 HUNTINGTON BEAC CA 92648 1 12/24/96 00 0430124131 09 02/01/97 0 106169 O 01/01/27 0 1 1549417 976/G01 F 304,000.00 ZZ 360 303,806.14 1 20 PINTAIL 8.250 2,283.86 80 8.000 2,283.86 380,000.00 IRVINE CA 92714 2 12/26/96 00 0430121988 03 02/01/97 0 357925 O 01/01/27 0 1549418 976/G01 F 540,000.00 ZZ 360 539,672.86 1 NORTH CASANOVA STREET 4TH NE 8.500 4,152.14 80 OF PALOU AVENUE 8.250 4,152.14 675,000.00 CARMEL CA 93921 1 12/16/96 00 0430137158 05 02/01/97 0 338206 O 01/01/27 0 1549434 E15/G01 F 172,000.00 ZZ 360 172,000.00 1 24735 AIRVILLE AVENUE 8.125 1,277.10 80 7.875 1,277.10 215,000.00 SANTA CLARITA CA 91321 2 01/07/97 00 0430133074 05 03/01/97 0 01247321 O 02/01/27 0 1549475 668/G01 F 278,000.00 ZZ 360 278,000.00 1 11150 MEADOW BROOK DRIVE 8.375 2,113.01 90 8.125 2,113.01 310,000.00 AUBURN CA 95602 2 01/13/97 10 0430139840 05 03/01/97 25 7035900 O 02/01/27 0 1549539 470/G01 F 539,600.00 ZZ 360 539,600.00 1 640 SOUTH OAKLAND AVENUE 8.000 3,959.40 80 7.750 3,959.40 674,500.00 PASADENA CA 91106 1 01/13/97 00 0430133512 05 03/01/97 0 96024546 O 02/01/27 0 1549566 G18/G01 F 78,300.00 ZZ 360 78,300.00 1 1888 HINKLEY AVENUE 8.500 602.06 80 8.250 602.06 97,900.00 1 WHITE BEAR LAKE MN 55110 1 01/15/97 00 0430125138 05 03/01/97 0 NG O 02/01/27 0 1549603 637/G01 F 245,000.00 ZZ 360 244,835.60 1 6142 SHADOWBROOK DRIVE 8.000 1,797.73 59 7.750 1,797.73 416,000.00 GRANITE BAY CA 95746 5 12/10/96 00 0430123505 05 02/01/97 0 3440377 O 01/01/27 0 1549606 637/G01 F 129,000.00 ZZ 360 128,921.85 1 2055 NORTH WINDROCK LANE 8.500 991.90 59 8.250 991.90 220,000.00 CHINO VALLEY AZ 86323 4 12/17/96 00 0430123430 05 02/01/97 0 94032162 O 01/01/27 0 1549664 638/G01 F 123,200.00 ZZ 360 123,119.41 1 4655 INGERSOLL STREET 8.125 914.76 80 7.875 914.76 154,000.00 HOUSTON TX 77027 1 12/30/96 00 0430136432 03 02/01/97 0 08616085 O 01/01/27 0 1549711 A06/G01 F 245,000.00 ZZ 360 245,000.00 1 8616 NADINE 8.500 1,883.84 70 8.250 1,883.84 350,000.00 HUNTINGTON WOOD MI 48070 5 01/10/97 00 0430117283 05 03/01/97 0 9609216 O 02/01/27 0 1549734 E45/G01 F 281,000.00 ZZ 360 280,279.03 1 2632 LINDSEY GRACE LANE 8.250 2,111.06 74 8.000 2,111.06 382,000.00 BUFORD GA 30519 5 09/13/96 00 0430126961 05 11/01/96 0 UNKNOWN O 10/01/26 0 1 1549747 975/G01 F 225,000.00 ZZ 360 225,000.00 1 738 TIMBERLAND LANE 8.375 1,710.16 65 8.125 1,710.16 350,000.00 WALNUT CA 91789 2 01/15/97 00 0430137604 05 03/01/97 0 963033 O 02/01/27 0 1549772 668/G01 F 184,800.00 ZZ 360 184,672.82 1 818 DANA CIRCLE 7.875 1,339.93 80 7.625 1,339.93 231,000.00 LIVERMORE CA 94550 1 12/20/96 00 0430136598 05 02/01/97 0 7044522 O 01/01/27 0 1549810 461/G01 F 244,500.00 ZZ 360 244,348.03 1 1475 4OTH AVENUE 8.375 1,858.38 90 8.125 1,858.38 272,000.00 SAN FRANCISCO CA 94116 1 12/10/96 01 0430131532 07 02/01/97 25 21076567 O 01/01/27 0 1549823 E22/G01 F 358,800.00 ZZ 360 358,800.00 1 237 CLIFTON AVENUE 8.375 2,727.14 80 8.125 2,727.14 450,000.00 SAN CARLOS CA 94070 2 12/31/96 00 0410341085 05 03/01/97 0 410341085 O 02/01/27 0 1549829 961/G01 F 466,000.00 ZZ 360 465,702.85 2 308 18TH STREET 8.250 3,500.90 80 8.000 3,500.90 582,500.00 MANHATTAN BEACH CA 90266 1 12/12/96 00 0430131938 05 02/01/97 0 09109418 O 01/01/27 0 1549864 E22/G01 F 120,500.00 ZZ 360 120,500.00 1 1 3218 CORTE VALENCIA 7.875 873.71 80 7.625 873.71 150,884.00 FAIRFIELD CA 94533 1 01/02/97 00 0410233209 09 03/01/97 0 410233209 O 02/01/27 0 1549969 696/G01 F 166,300.00 ZZ 360 166,196.64 1 17102 INDIAN GRASS DRIVE 8.375 1,264.00 80 8.125 1,264.00 207,900.00 GERMANTOWN MD 20874 1 12/23/96 00 0430119966 03 02/01/97 0 3014832 O 01/01/27 0 1550007 201/G01 F 159,900.00 ZZ 360 159,700.53 1 5 COOPERS RUN DRIVE 8.375 1,215.36 80 COUNTY OF CAMDEN 8.125 1,215.36 199,900.00 TWNSHIP CHERRY NJ 08003 1 11/27/96 00 0430123398 05 01/01/97 0 1400935761 O 12/01/26 0 1550030 E57/G01 F 108,800.00 ZZ 360 108,734.09 1 5372 WEST GARLAND AVENUE 8.500 836.58 80 8.250 836.58 136,000.00 FRESNO CA 93722 2 12/30/96 00 0430121699 05 02/01/97 0 60322026348 O 01/01/27 0 1550054 686/G01 F 238,500.00 ZZ 360 238,341.59 1 16292 GENTRY LANE 8.050 1,758.35 90 7.800 1,758.35 265,000.00 HUNTINGTON BEAC CA 92647 2 12/23/96 10 0430122366 05 02/01/97 25 817745326 O 01/01/27 0 1550057 686/G01 F 275,000.00 ZZ 360 274,813.60 1 621 SOUTH SHORE DRIVE 7.950 2,008.28 69 7.700 2,008.28 400,000.00 SEAL BEACH CA 90740 5 12/26/96 00 0430122341 05 02/01/97 0 1 817852403 O 01/01/27 0 1550069 B60/G01 F 248,000.00 ZZ 360 248,000.00 1 17112 ST. ANDREWS LANE 8.750 1,951.02 76 8.500 1,951.02 330,000.00 HUNTINGTON BEAC CA 92649 2 01/06/97 00 0430118471 05 03/01/97 0 7590 O 02/01/27 0 1550074 E26/G01 F 200,000.00 ZZ 360 199,878.84 1 2311 BERMONDSEY DRIVE 8.500 1,537.83 80 8.250 1,537.83 250,000.00 MITCHELLVILLE MD 20721 1 12/20/96 00 0430123414 05 02/01/97 0 425218 O 01/01/27 0 1550108 E22/G01 F 95,950.00 BB 360 95,885.62 1 11 POCKET FLOWER COURT 8.000 704.05 80 7.750 704.05 119,955.00 THE WOODLANDS TX 77382 1 12/19/96 00 0410271043 03 02/01/97 0 410271043 O 01/01/27 0 1550121 E22/G01 F 180,000.00 ZZ 360 180,000.00 1 13225 ADMIRAL AVENUE UNIT # G 8.250 1,352.28 80 8.000 1,352.28 225,000.00 MARINA DEL REY CA 90292 1 01/07/97 00 0410293013 01 03/01/97 0 410293013 O 02/01/27 0 1550145 927/G01 F 477,250.00 ZZ 360 476,945.67 1 805 PETIT CHALET COURT 8.250 3,585.42 80 8.000 3,585.42 596,594.00 LAS VEGAS NV 89128 1 12/27/96 00 0430121715 03 02/01/97 0 312363 O 01/01/27 0 1 1550148 E19/G01 F 568,000.00 ZZ 360 567,618.88 1 1444 SOUTH MARENGO AVE 8.000 4,167.79 80 7.750 4,167.79 710,000.00 PASADENA CA 91106 2 12/31/96 00 0430122549 05 02/01/97 0 010280 O 01/01/27 0 1550300 E22/G01 F 136,850.00 ZZ 360 136,850.00 1 9430 SOUTHWEST BUCKSKIN 8.250 1,028.11 75 TERRACE 8.000 1,028.11 182,500.00 BEAVERTON OR 97008 1 01/07/97 00 0410220172 05 03/01/97 0 410220172 O 02/01/27 0 1550328 208/G01 F 248,000.00 ZZ 360 247,824.97 1 414 ESTANTE WAY 7.750 1,776.70 80 7.500 1,776.70 310,000.00 LOS ALAMOS NM 87544 1 12/13/96 00 0430125542 05 02/01/97 0 34103 O 01/01/27 0 1550336 637/G01 F 150,000.00 ZZ 360 149,906.77 1 45 SAMPSON STREET 8.375 1,140.11 75 8.125 1,140.11 200,000.00 OYSTER BAY NY 11771 1 12/31/96 00 0430123786 05 02/01/97 0 9522889 O 01/01/27 0 1550354 637/G01 F 143,950.00 ZZ 360 143,855.83 1 911 DOROTHEA COURT 8.125 1,068.83 80 7.875 1,068.83 179,950.00 WINDSOR CA 95492 1 12/23/96 00 0430132738 05 02/01/97 0 9518739 O 01/01/27 0 1550356 637/G01 F 430,000.00 ZZ 360 429,725.80 1 3225 SW VIEW PLACE 8.250 3,230.45 68 8.000 3,230.45 640,000.00 1 PORTLAND OR 97201 5 12/20/96 00 0430123620 05 02/01/97 0 3525276 O 01/01/27 0 1550360 637/G01 F 223,250.00 ZZ 360 223,118.19 1 5624 GRAVES AVENUE 8.625 1,736.42 95 8.375 1,736.42 235,000.00 ENCINO CA 91316 2 12/17/96 11 0430123679 05 02/01/97 30 9501651 O 01/01/27 0 1550364 637/G01 F 238,000.00 ZZ 360 237,852.06 1 1451 STUBBINS WAY 8.375 1,808.98 90 8.125 1,808.98 264,950.00 SAN JOSE CA 95132 2 12/18/96 12 0430142455 05 02/01/97 25 9517418 O 01/01/27 0 1550399 696/G01 F 106,300.00 ZZ 360 106,224.97 1 4710 TURNBERRY DRIVE 7.750 761.55 80 7.500 761.55 132,890.00 FREDERICKSBURG VA 22408 1 12/27/96 00 0430121624 09 02/01/97 0 3014804 O 01/01/27 0 1550400 369/G01 F 271,800.00 ZZ 360 271,617.62 1 9974 WATERCREST DRIVE 8.000 1,994.38 90 7.750 1,994.38 302,000.00 FISHERS IN 46038 1 12/27/96 11 0430136481 03 02/01/97 25 0049758212 O 01/01/27 0 1550402 696/G01 F 216,000.00 ZZ 360 215,869.15 1 16942 HILLARD STREET 8.500 1,660.85 80 8.250 1,660.85 270,000.00 POOLESVILLE MD 20837 1 12/20/96 00 0430121723 05 02/01/97 0 3194840 O 01/01/27 0 1 1550404 369/G01 F 257,600.00 ZZ 360 257,413.55 1 6767 NORTH MERIDIAN STREET 7.625 1,823.28 80 7.375 1,823.28 322,000.00 INDIANAPOLIS IN 46260 1 12/27/96 00 0430132951 05 02/01/97 0 0049758428 O 01/01/27 0 1550405 696/G01 F 213,100.00 ZZ 360 212,953.35 1 10305 GRANDHAVEN AVENUE 7.875 1,545.12 80 7.625 1,545.12 266,390.00 UPPER MARLBORO MD 20772 1 12/23/96 00 0430120428 03 02/01/97 0 3014805 O 01/01/27 0 1550409 696/G01 F 126,800.00 ZZ 360 126,714.92 2 521 7TH STREET S.E. 8.000 930.41 80 7.750 930.41 158,500.00 WASHINGTON DC 20003 1 12/23/96 00 0430122002 07 02/01/97 0 3124814 O 01/01/27 0 1550421 369/G01 F 560,000.00 ZZ 360 559,614.61 1 1880 ST MARKS COURT 7.875 4,060.39 80 7.625 4,060.39 700,000.00 MORGAN HILL CA 95037 1 12/17/96 00 0430139402 05 02/01/97 0 49159494 O 01/01/27 0 1550430 696/G01 F 312,000.00 ZZ 360 311,785.28 1 16213 WHITEHAVEN ROAD 7.875 2,262.22 80 7.625 2,262.22 390,000.00 SILVER SPRING MD 20906 1 12/18/96 00 0430123307 05 02/01/97 0 3194781 O 01/01/27 0 1550432 317/G01 F 118,000.00 BB 360 117,914.59 1 1 11448 ABNER AVENUE 7.625 835.20 67 7.375 835.20 176,562.00 FAIRFAX VA 22030 1 12/27/96 00 0430125849 09 02/01/97 0 248107 O 01/01/27 0 1550442 696/G01 F 169,500.00 ZZ 360 169,377.32 1 16664 MALORY COURT 7.625 1,199.71 80 7.375 1,199.71 211,900.00 DUMFRIES VA 22026 1 12/27/96 00 0430123299 03 02/01/97 0 2148986 O 01/01/27 0 1550452 626/G01 F 296,000.00 ZZ 360 295,811.25 1 1550 VELVET HORN LANE 8.250 2,223.75 76 8.000 2,223.75 390,000.00 RESCUE CA 95672 4 12/18/96 00 0430133371 03 02/01/97 0 6684344 O 01/01/27 0 1550458 765/G01 F 294,000.00 T 360 294,000.00 1 1400-5 MCANDREW ROAD 8.500 2,260.61 70 8.250 2,260.61 420,000.00 OJAI(AREA) CA 93023 1 01/02/97 00 0430124073 05 03/01/97 0 319099 O 02/01/27 0 1550462 E87/G01 F 141,600.00 ZZ 360 141,600.00 1 95 HEMLOCK LANE 8.250 1,063.79 80 8.000 1,063.79 177,000.00 SANTA BARBARA CA 93111 1 01/06/97 00 0430125773 05 03/01/97 0 70000272 O 02/01/27 0 1550470 685/G01 F 50,000.00 ZZ 360 50,000.00 1 4457 SOUTH CHERY HOLLOW CIRCLE 8.625 388.89 51 8.375 388.89 99,500.00 WEST VALLEY CIT UT 84120 5 01/01/97 00 0430132753 05 03/01/97 0 1 105533 O 02/01/27 0 1550474 069/G01 F 137,000.00 ZZ 360 136,912.64 1 6249 SACRAMENTO AVENUE 8.250 1,029.24 65 8.000 1,029.24 212,000.00 RANCHO CUCAMONG CA 91701 1 12/16/96 00 0430124594 05 02/01/97 0 2362149649 O 01/01/27 0 1550490 998/G01 F 650,000.00 ZZ 360 649,541.24 1 2413 BAGLEY AVENUE 7.750 4,656.68 80 7.500 4,656.68 815,000.00 LOS ANGELES CA 90034 2 12/14/96 00 0430131797 05 02/01/97 0 99618282 O 01/01/27 0 1550495 998/G01 F 119,900.00 ZZ 360 119,817.48 1 692 CAZORLA AVENUE 7.875 869.36 67 7.625 869.36 179,900.00 CHULA VISTA CA 91910 1 12/17/96 00 0430131805 05 02/01/97 0 99529992 O 01/01/27 0 1550526 998/G01 F 202,500.00 ZZ 360 202,357.07 1 1524 IRVINE AVENUE 7.750 1,450.74 75 7.500 1,450.74 270,000.00 NEWPORT BEACH CA 92660 2 12/10/96 00 0430131821 05 02/01/97 0 99175366 O 01/01/27 0 1550607 626/G01 F 242,300.00 ZZ 360 242,153.21 1 1912 HALLIDEE WAY 8.500 1,863.08 75 8.250 1,863.08 325,000.00 GOLD RIVER CA 95670 2 12/30/96 00 0430132993 03 02/01/97 0 6686885 O 01/01/27 0 1 1550612 626/G01 F 235,000.00 ZZ 360 234,838.27 1 4417 BABSON DRIVE 7.875 1,703.92 80 7.625 1,703.92 295,000.00 ELK GROVE CA 95758 2 12/23/96 00 0430143883 03 02/01/97 0 6687859 O 01/01/27 0 1550638 E22/G01 F 639,000.00 ZZ 360 639,000.00 1 1760 NORTH BECHELLI LANE 8.000 4,688.76 80 7.750 4,688.76 800,000.00 REDDING CA 96002 2 12/30/96 00 0410342034 05 03/01/97 0 410342034 O 02/01/27 0 1550639 E22/G01 F 385,000.00 ZZ 360 385,000.00 1 12637 PLYMOUTH DRIVE 8.750 3,028.80 66 8.500 3,028.80 588,000.00 SARATOGA CA 95070 5 01/08/97 00 0410342497 05 03/01/97 0 410342497 O 02/01/27 0 1550658 E22/G01 F 84,000.00 ZZ 360 84,000.00 1 4723 N SACRAMENTO AVE 8.375 638.46 70 8.125 638.46 120,000.00 CHICAGO IL 60625 5 12/31/96 00 0410278295 05 03/01/97 0 410278295 O 02/01/27 0 1550694 696/G01 F 438,850.00 ZZ 360 438,850.00 1 3124 NORTH QUINCY STREET 8.000 3,220.13 80 7.750 3,220.13 550,000.00 ARLINGTON VA 22207 2 01/07/97 00 0430123836 05 03/01/97 0 2237638 O 02/01/27 0 1550700 313/G01 F 305,000.00 ZZ 360 305,000.00 1 3570 EAST APPLE MILL COVE 8.250 2,291.37 71 8.000 2,291.37 435,000.00 1 SALT LAKE CITY UT 84109 5 01/03/97 00 0430120790 05 03/01/97 0 5931852 O 02/01/27 0 1550701 696/G01 F 148,000.00 ZZ 360 148,000.00 1 1116 25TH STREET NW #19-2 7.750 1,060.29 80 7.500 1,060.29 185,000.00 WASHINGTON DC 20037 1 01/10/97 00 0430122150 01 03/01/97 0 3124896 O 02/01/27 0 1550706 562/G01 F 283,000.00 ZZ 360 283,000.00 1 809 VALLEY ROAD 8.500 2,176.03 90 8.250 2,176.03 315,000.00 WAYNE NJ 07470 1 01/03/97 04 0430125930 05 03/01/97 25 531384 O 02/01/27 0 1550716 074/G01 F 98,400.00 ZZ 360 98,286.35 1 328 WOOD ROAD 8.750 774.12 80 8.500 774.12 123,000.00 LEXINGTON SC 29073 5 11/18/96 00 0430123166 05 01/01/97 0 1577053817 O 12/01/26 0 1550717 074/G01 F 261,250.00 ZZ 360 261,074.71 1 118 FERNBROOK CIRCLE 8.000 1,916.96 95 7.750 1,916.96 275,000.00 SPARTANBURG SC 29307 1 12/02/96 04 0430124651 05 02/01/97 30 1577054638 O 01/01/27 0 1550719 074/G01 F 118,000.00 ZZ 360 117,848.98 1 323 PORT ROYAL DRIVE 8.250 886.50 70 8.000 886.50 168,900.00 MATTHEWS NC 28105 1 11/26/96 00 0430123174 03 01/01/97 0 1577056123 O 12/01/26 0 1 1550721 074/G01 F 132,900.00 ZZ 360 132,742.49 1 1311 YORKSHIRE DRIVE 8.625 1,033.69 70 8.375 1,033.69 189,900.00 BRENTWOOD TN 37027 1 12/03/96 00 0430123190 03 01/01/97 0 1577057137 O 12/01/26 0 1550722 074/G01 F 259,150.00 ZZ 360 258,826.72 1 10303 REMEMBRANCE TRAIL 8.375 1,969.73 75 8.125 1,969.73 345,561.00 HUNTERSVILLE NC 28078 1 11/22/96 00 0430123208 03 01/01/97 0 1577058140 O 12/01/26 0 1550723 074/G01 F 45,000.00 ZZ 360 44,972.73 1 5210 DOGWOOD DRIVE 8.500 346.02 60 8.250 346.02 75,000.00 LOUISVILLE KY 40258 5 12/12/96 00 0430123216 05 02/01/97 0 1577058617 O 01/01/27 0 1550724 074/G01 F 92,500.00 ZZ 360 92,372.26 1 16 WEST CRABAPPLE LANE 7.875 670.69 61 7.625 670.69 152,500.00 ASHEVILLE NC 28804 1 11/27/96 00 0430123224 05 01/01/97 0 1577058683 O 12/01/26 0 1550726 074/G01 F 96,800.00 ZZ 360 96,480.12 1 4199 SOUTH EWELL DRIVE 8.500 744.31 80 8.250 744.31 121,000.00 SALT LAKE CITY UT 84107 5 10/03/96 00 0430123240 05 12/01/96 0 1579032261 O 11/01/26 0 1550728 074/G01 F 225,000.00 ZZ 360 224,856.52 1 1 1874 SOUTH WASATCH DRIVE 8.250 1,690.35 90 8.000 1,690.35 250,000.00 SALT LAKE CITY UT 84108 1 12/02/96 11 0430123257 05 02/01/97 25 1579034824 O 01/01/27 0 1550729 074/G01 F 236,000.00 T 360 235,705.58 1 14300 WOODLAND TRAIL 8.375 1,793.78 80 8.125 1,793.78 295,000.00 NATHROP CO 81236 1 11/18/96 00 0430124685 05 01/01/97 0 1579035623 O 12/01/26 0 1550730 074/G01 F 251,000.00 ZZ 360 250,528.67 1 6794 LEFTHAND CANYON DRIVE 8.375 1,907.79 57 8.125 1,907.79 445,000.00 JAMESTOWN CO 80455 5 10/25/96 00 0430123059 05 12/01/96 0 1579035645 O 11/01/26 0 1550731 074/G01 F 183,800.00 ZZ 360 183,427.54 1 11432 DARK STAR WAY 8.000 1,348.66 80 7.750 1,348.66 229,772.00 PARKER CO 80134 1 10/30/96 00 0430123042 03 12/01/96 0 1579035849 O 11/01/26 0 1550732 074/G01 F 397,000.00 ZZ 360 396,504.76 1 13941 TINCUP CIRCLE 8.375 3,017.49 71 8.125 3,017.49 560,000.00 BROOMFIELD CO 80020 2 11/22/96 00 0430123067 05 01/01/97 0 1579037899 O 12/01/26 0 1550733 074/G01 F 336,000.00 ZZ 360 335,780.20 1 5307 SOUTH ARAPAHO DRIVE 8.125 2,494.80 80 7.875 2,494.80 420,000.00 OGDEN UT 84403 2 12/06/96 00 0430123075 05 02/01/97 0 1 1579038009 O 01/01/27 0 1550734 074/G01 F 229,500.00 ZZ 360 229,198.72 1 7958 SOUTH FARM CREEK CIRCLE 8.125 1,704.04 65 7.875 1,704.04 355,000.00 SANDY UT 84093 5 11/22/96 00 0430123083 05 01/01/97 0 1579038360 O 12/01/26 0 1550735 074/G01 F 147,000.00 ZZ 360 146,811.86 1 67 INDEPENDENCE CIRCLE 8.250 1,104.37 74 8.000 1,104.37 200,000.00 BRECKENRIDGE CO 80424 2 11/27/96 00 0430123091 05 01/01/97 0 1579038574 O 12/01/26 0 1550736 074/G01 F 274,400.00 ZZ 360 274,229.44 1 2120 OAK HILLS DRIVE 8.375 2,085.64 80 8.125 2,085.64 343,000.00 COLORADO SPRING CO 80919 5 12/09/96 00 0430123109 03 02/01/97 0 1579038950 O 01/01/27 0 1550737 074/G01 F 330,000.00 ZZ 360 329,784.12 1 5945 SOUTH MEADOWBROOK DRIVE 8.125 2,450.25 58 7.875 2,450.25 575,000.00 MORRISON CO 80465 1 12/11/96 00 0430123117 03 02/01/97 0 1579038971 O 01/01/27 0 1550738 074/G01 F 499,000.00 ZZ 360 498,681.80 1 ROUTE 27 8.250 3,748.83 67 8.000 3,748.83 745,000.00 SOUTHPORT ME 04106 5 12/06/96 00 0430123125 05 02/01/97 0 1580040824 O 01/01/27 0 1 1550739 074/G01 F 300,000.00 ZZ 360 299,662.38 1 14 WINCHESTER PLAZA 8.875 2,386.94 68 8.625 2,386.94 444,000.00 NEWTON MA 02161 5 11/22/96 00 0430123133 05 01/01/97 0 1580041135 O 12/01/26 0 1550740 074/G01 F 56,000.00 T 360 55,882.69 1 15 KEARSARGE WOODS 9.125 455.64 70 8.875 455.64 80,000.00 NORTH CONWAY NH 03860 1 11/22/96 00 0430124693 01 01/01/97 0 1580041157 O 12/01/26 0 1550741 074/G01 F 212,000.00 ZZ 360 211,735.52 1 81 SUMMER STREET 8.375 1,611.36 64 8.125 1,611.36 335,000.00 HINGHAM MA 02043 2 11/27/96 00 0430123141 05 01/01/97 0 1580041703 O 12/01/26 0 1550742 074/G01 F 74,750.00 T 360 74,702.33 1 FAIRWAY VILLAGE CONDOMINIUM 6B 8.250 561.58 65 8.000 561.58 115,000.00 QUECHEE VT 05059 1 12/12/96 00 0430124701 01 02/01/97 0 1580042455 O 01/01/27 0 1550743 074/G01 F 122,500.00 T 360 122,080.22 1 HC62 BOX 585 8.875 974.67 70 8.625 974.67 175,000.00 HONESDALE PA 18431 1 07/11/96 00 0430123158 05 09/01/96 0 1581048402 O 08/01/26 0 1550744 074/G01 F 225,000.00 ZZ 360 224,733.45 1 3351 HOLT ROAD 8.625 1,750.03 63 8.375 1,750.03 360,000.00 1 GROVE CITY OH 43123 1 11/20/96 00 0430124727 05 01/01/97 0 1581049336 O 12/01/26 0 1550745 074/G01 F 239,800.00 ZZ 360 239,493.12 1 412 FAIRWAYS DRIVE 8.250 1,801.54 77 8.000 1,801.54 313,900.00 GIBSONIA PA 15044 1 11/27/96 00 0430124743 03 01/01/97 0 1581051473 O 12/01/26 0 1550746 074/G01 F 192,000.00 ZZ 360 191,510.13 1 440 SECOND STREET 8.375 1,459.34 80 8.125 1,459.34 240,000.00 BEAVER PA 15009 2 09/25/96 00 0430124750 05 11/01/96 0 1581063246 O 10/01/26 0 1550747 074/G01 F 120,000.00 ZZ 360 119,811.90 1 4696 BRETTON LANE 9.250 987.22 80 9.000 987.22 151,000.00 HIGHLAND MI 48356 5 10/18/96 00 0430124768 05 12/01/96 0 1581073738 O 11/01/26 0 1550748 074/G01 F 78,400.00 ZZ 360 78,278.40 1 911 N. REMBRANDT 8.750 616.77 80 8.500 616.77 98,000.00 ROYAL OAK MI 48067 5 11/21/96 00 0430124776 05 01/01/97 0 1581076361 O 12/01/26 0 1550749 074/G01 F 66,000.00 ZZ 360 65,962.02 1 33738 REGAL DR. 8.750 519.23 60 8.500 519.23 110,000.00 FRASER MI 48026 5 12/06/96 00 0430124784 05 02/01/97 0 1581077058 O 01/01/27 0 1 1550750 074/G01 F 175,000.00 ZZ 360 174,899.31 1 5542 GREENBRIAR 8.750 1,376.73 75 8.500 1,376.73 235,000.00 WEST BLOOMFIELD MI 48334 2 12/09/96 00 0430124792 03 02/01/97 0 1581078403 O 01/01/27 0 1550751 074/G01 F 200,000.00 ZZ 360 199,750.50 1 960 NORTH HUNTER BOULEVARD 8.375 1,520.15 80 8.125 1,520.15 250,000.00 BLOOMFIELD HILL MI 48304 2 11/19/96 00 0430124818 05 01/01/97 0 1581078684 O 12/01/26 0 1550752 074/G01 F 84,700.00 ZZ 360 84,602.17 1 1205 EMMONS 8.750 666.34 70 8.500 666.34 121,000.00 BIRMINGHAM MI 48009 2 12/02/96 00 0430124826 05 01/01/97 0 1581079701 O 12/01/26 0 1550753 074/G01 F 49,600.00 ZZ 360 49,571.46 1 313 ZAHNS CORNER ROAD 8.750 390.21 80 8.500 390.21 62,000.00 WAVERLY OH 45690 5 12/11/96 00 0430124834 05 02/01/97 0 1581080096 O 01/01/27 0 1550754 074/G01 F 90,750.00 ZZ 360 90,693.59 1 4476 BIMINI DRIVE 8.375 689.77 75 8.125 689.77 121,000.00 COLUMBUS OH 43230 1 12/13/96 00 0430124842 05 02/01/97 0 1581080347 O 01/01/27 0 1550755 074/G01 F 112,000.00 ZZ 360 111,924.85 1 1 3923 SHAWNEE DRIVE 8.000 821.82 80 7.750 821.82 140,800.00 HUNTSVILLE OH 43324 2 12/13/96 00 0430124859 05 02/01/97 0 1581080540 O 01/01/27 0 1550756 074/G01 F 56,000.00 ZZ 360 55,766.93 1 1833 EAST BROADWAY 8.625 435.57 80 8.375 435.57 70,000.00 MUSKEGON MI 49444 5 12/13/96 00 0430124867 05 02/01/97 0 1581081260 O 01/01/27 0 1550757 074/G01 F 584,000.00 ZZ 360 583,213.67 1 1811 WEST CRESCENT AVE 8.000 4,285.19 80 7.750 4,285.19 730,000.00 PARK RIDGE IL 60068 1 11/14/96 00 0430124719 05 01/01/97 0 1583034012 O 12/01/26 0 1550758 074/G01 F 335,000.00 ZZ 360 334,592.66 1 42590 LINDEN LANE 8.500 2,575.87 79 8.250 2,575.87 425,000.00 ANTIOCH IL 60002 2 11/25/96 00 0430124875 05 01/01/97 0 1583036030 O 12/01/26 0 1550760 074/G01 F 72,000.00 ZZ 360 71,958.57 1 1222 SOUTH MARENGO AVENUE 8.750 566.43 80 8.500 566.43 91,000.00 FOREST PARK IL 60130 5 12/04/96 00 0430124883 05 02/01/97 0 1583036244 O 01/01/27 0 1550761 074/G01 F 240,000.00 ZZ 360 239,708.17 2 334 EAST WESTMINSTER ROAD 8.500 1,845.40 64 8.250 1,845.40 380,000.00 LAKE FOREST IL 60045 5 11/21/96 00 0430124891 05 01/01/97 0 1 1583037098 O 12/01/26 0 1550762 074/G01 F 90,000.00 ZZ 360 89,071.30 1 12900 WHITECLIFF 8.500 692.03 72 8.250 692.03 126,000.00 FLORISSANT MO 63033 2 11/20/96 00 0430124909 03 01/01/97 0 1583037462 O 12/01/26 0 1550763 074/G01 F 400,500.00 ZZ 360 400,037.46 1 624 W. BRIAR PLACE 8.750 3,150.74 80 8.500 3,150.74 501,000.00 CHICAGO IL 60657 5 11/25/96 00 0430124917 05 01/01/97 0 1583038308 O 12/01/26 0 1550764 074/G01 F 350,000.00 ZZ 360 349,793.36 1 4208 DELAWARE COURT 8.625 2,722.27 77 8.375 2,722.27 460,000.00 NAPERVILLE IL 60564 2 12/13/96 00 0430124925 03 02/01/97 0 1583039661 O 01/01/27 0 1550765 074/G01 F 272,000.00 ZZ 360 271,693.89 1 12578 MISTY CREEK LANE 8.875 2,164.16 75 8.625 2,164.16 364,000.00 FAIRFAX VA 22033 2 11/15/96 00 0430124933 03 01/01/97 0 1587047606 O 12/01/26 0 1550766 074/G01 F 276,500.00 ZZ 360 276,155.08 1 13165 COMPTON ROAD 8.375 2,101.60 58 8.125 2,101.60 480,000.00 CLIFTON VA 22024 2 11/14/96 00 0430124941 05 01/01/97 0 1587048937 O 12/01/26 0 1 1550767 074/G01 F 80,800.00 ZZ 360 80,706.68 1 1127 8TH STREET N.E. 8.750 635.66 80 8.500 635.66 101,000.00 WASHINGTON DC 20002 5 11/22/96 00 0430124958 07 01/01/97 0 1587049383 O 12/01/26 0 1550768 074/G01 F 600,000.00 ZZ 360 599,171.45 1 1444 EVANS ROAD 7.875 4,350.42 80 7.625 4,350.42 750,000.00 LOWER GWYNEDD PA 19002 2 11/22/96 00 0430124974 05 01/01/97 0 1587049667 O 12/01/26 0 1550769 074/G01 F 275,300.00 ZZ 360 274,965.26 1 17 MARKS MANOR COURT 8.500 2,116.82 95 8.250 2,116.82 289,829.00 RANDALLSTOWN MD 21133 1 12/03/96 04 0430124982 05 01/01/97 30 1587049678 O 12/01/26 0 1550770 074/G01 F 360,000.00 ZZ 360 359,490.18 1 3607 NORTH MILITARY ROAD 7.750 2,579.09 80 7.500 2,579.09 450,000.00 ARLINGTON VA 22207 5 12/02/96 00 0430124990 05 01/01/97 0 1587049805 O 12/01/26 0 1550771 074/G01 F 500,000.00 ZZ 360 499,392.05 1 1101 MOUNTAIN HOPE COURT 8.500 3,844.57 79 8.250 3,844.57 640,000.00 GREAT FALLS VA 22066 5 11/15/96 00 0430125005 05 01/01/97 0 1587049827 O 12/01/26 0 1550772 074/G01 F 315,000.00 ZZ 360 314,645.49 1 26404 JOHNSON DRIVE 8.875 2,506.29 75 8.625 2,506.29 420,000.00 1 DAMASCUS MD 20872 2 11/22/96 00 0430125013 05 01/01/97 0 1587050713 O 12/01/26 0 1550774 074/G01 F 130,000.00 ZZ 360 129,841.93 1 8527 BETTERTON COURT 8.500 999.59 54 8.250 999.59 242,000.00 VIENNA VA 22182 5 11/22/96 00 0430125039 05 01/01/97 0 1587050848 O 12/01/26 0 1550775 074/G01 F 268,300.00 ZZ 360 268,128.91 1 723 ARDEN ROAD 8.250 2,015.65 95 8.000 2,015.65 282,450.00 JENKINTOWN PA 19046 1 12/10/96 04 0430125047 05 02/01/97 30 1587051931 O 01/01/27 0 1550776 074/G01 F 319,900.00 ZZ 360 319,690.74 1 5910 NORTHWEST 83RD TERRACE 8.125 2,375.25 80 7.875 2,375.25 399,915.00 PARKLAND FL 33067 1 12/06/96 00 0430125054 03 02/01/97 0 1589055285 O 01/01/27 0 1550777 074/G01 F 288,000.00 ZZ 360 287,346.96 1 2111 NE 202ND STREET 8.875 2,291.46 90 8.625 2,291.46 320,000.00 NORTH MIAMI BEA FL 33179 1 09/06/96 12 0430125062 05 11/01/96 25 1589069279 O 10/01/26 0 1550778 074/G01 F 207,000.00 ZZ 360 206,518.39 1 2357 NE 8TH STREET 8.750 1,628.47 73 8.500 1,628.47 285,000.00 FORT LAUDERDALE FL 33304 1 09/30/96 00 0430124305 05 11/01/96 0 1589069880 O 10/01/26 0 1 1550779 074/G01 F 304,000.00 ZZ 360 303,620.78 1 122 PALO DE ORO DRIVE 8.375 2,310.62 80 8.125 2,310.62 380,000.00 ISLAMORADA FL 33036 1 11/25/96 00 0430124321 05 01/01/97 0 1589070121 O 12/01/26 0 1550780 074/G01 F 242,250.00 ZZ 360 241,667.57 1 1107 MADRID STREET 8.625 1,884.20 95 8.375 1,884.20 255,000.00 CORAL GABLES FL 33134 1 09/30/96 14 0430125070 05 11/01/96 30 1589070948 O 10/01/26 0 1550781 074/G01 F 148,500.00 ZZ 360 148,309.95 1 5420 NW 86TH TERRACE 8.250 1,115.64 75 8.000 1,115.64 198,000.00 CORAL SPRINGS FL 33067 1 11/22/96 00 0430124339 03 01/01/97 0 1589077211 O 12/01/26 0 1550782 074/G01 F 105,000.00 ZZ 360 104,831.07 1 7212 SW 114TH PLACE 9.125 854.32 75 8.875 854.32 141,000.00 MIAMI FL 33173 1 10/30/96 00 0430124347 03 12/01/96 0 1589079160 O 11/01/26 0 1550783 074/G01 F 40,500.00 ZZ 360 40,474.17 1 4912 HAWAII BOULEVARD #29 8.250 304.27 80 8.000 304.27 50,700.00 NAPLES FL 34112 2 12/02/96 00 0430124362 01 02/01/97 0 1589079181 O 01/01/27 0 1550784 074/G01 F 75,000.00 ZZ 360 74,904.03 1 1 9900 SW 73RD STREET 8.250 563.45 58 8.000 563.45 130,000.00 MIAMI FL 33173 5 11/18/96 00 0430124388 05 01/01/97 0 1589079374 O 12/01/26 0 1550786 074/G01 F 540,000.00 ZZ 360 539,392.28 1 403 EAST MAC EWEN DRIVE 8.875 4,296.49 72 8.625 4,296.49 750,000.00 OSPREY FL 34229 2 11/22/96 00 0430124404 03 01/01/97 0 1589080362 O 12/01/26 0 1550787 074/G01 F 142,500.00 ZZ 360 142,040.02 1 500 VIA CINTIA 8.375 1,083.11 79 8.125 1,083.11 181,000.00 PUNTA GORDA FL 33950 5 11/18/96 00 0430124412 05 01/01/97 0 1589081059 O 12/01/26 0 1550788 074/G01 F 90,000.00 ZZ 360 89,887.72 1 30347 WARBLER LANE 8.375 684.07 61 8.125 684.07 148,000.00 BIG PINE KEY FL 33043 1 11/22/96 00 0430124420 05 01/01/97 0 1589082030 O 12/01/26 0 1550789 074/G01 F 97,500.00 ZZ 360 97,439.39 1 2415 MADISON STREET 8.375 741.08 75 8.125 741.08 130,000.00 HOLLYWOOD FL 33020 2 12/12/96 00 0430124438 05 02/01/97 0 1589082266 O 01/01/27 0 1550790 074/G01 F 92,000.00 T 360 91,896.46 1 1218 DREXEL AVENUE UNIT 201 8.875 732.00 80 8.625 732.00 115,000.00 MIAMI BEACH FL 33139 5 11/20/96 00 0430125088 01 01/01/97 0 1 1589082302 O 12/01/26 0 1550794 074/G01 F 265,600.00 ZZ 360 265,277.04 1 13401 SW 83RD AVENUE 8.500 2,042.24 80 8.250 2,042.24 332,000.00 MIAMI FL 33156 1 11/26/96 00 0430124537 05 01/01/97 0 1589083950 O 12/01/26 0 1550823 A13/G01 F 233,100.00 ZZ 360 232,943.59 1 19159 BERKELEY 8.000 1,710.41 90 7.750 1,710.41 259,000.00 DETROIT MI 48221 1 12/27/96 12 0430121046 05 02/01/97 25 J323 O 01/01/27 0 1550880 926/926 F 370,000.00 ZZ 360 369,764.06 1 15 BRAMS POINT ROAD 8.250 2,779.69 59 8.000 2,779.69 630,000.00 HILTON HEAD ISL SC 29926 2 12/16/96 00 UNKNOWN 03 02/01/97 0 UNKNOWN O 01/01/27 0 1550892 668/G01 F 249,500.00 ZZ 360 249,340.89 1 23532 HIGHLAND GLEN DRIVE 8.250 1,874.42 74 8.000 1,874.42 338,000.00 NEWHALL (AREA) CA 91321 2 12/20/96 00 0430137232 05 02/01/97 0 0006977748 O 01/01/27 0 1550895 668/G01 F 284,000.00 ZZ 360 283,827.95 1 442 AVOCET AVENUE 8.500 2,183.72 57 8.250 2,183.72 500,000.00 DAVIS CA 95616 2 12/23/96 00 0430134825 05 02/01/97 0 0007053085 O 01/01/27 0 1 1550941 076/076 F 251,250.00 ZZ 360 251,089.78 1 830 LAKE STREET #3 8.250 1,887.56 75 8.000 1,887.56 335,000.00 SAN FRANCISCO CA 94118 5 12/11/96 00 6684162 01 02/01/97 0 6684162 O 01/01/27 0 1551023 E22/G01 F 121,600.00 ZZ 360 121,516.32 1 22319 UNICORNS HORN LANE 7.875 881.68 80 7.625 881.68 152,000.00 KATY TX 77449 1 12/18/96 00 0410310148 03 02/01/97 0 410310148 O 01/01/27 0 1551039 E22/G01 F 260,000.00 ZZ 360 259,829.93 1 30841 ROBIN DALE DR 8.125 1,930.49 75 7.875 1,930.49 347,000.00 FAIROAKS RANCH TX 78015 2 12/23/96 00 0410310155 03 02/01/97 0 410310155 O 01/01/27 0 1551058 561/G01 F 450,000.00 ZZ 360 449,713.05 1 28182 BRICK ROW DRIVE 8.250 3,380.70 60 8.000 3,380.70 750,000.00 TRAPPE MD 21673 2 12/26/96 00 0430127910 05 02/01/97 0 8962995 O 01/01/27 0 1551088 B31/G01 F 375,000.00 ZZ 360 375,000.00 1 102 FLAMINGO ROAD 8.000 2,751.62 52 7.750 2,751.62 735,000.00 ROSLYN NY 11576 1 01/09/97 00 0430133264 05 03/01/97 0 UNK O 02/01/27 0 1551112 976/G01 F 234,000.00 ZZ 360 233,842.99 1 5070 HANOVER LANE 8.000 1,717.01 67 7.750 1,717.01 350,000.00 1 LAKELAND FL 33813 2 12/26/96 00 0430133322 05 02/01/97 0 347980 O 01/01/27 0 1551115 356/G01 F 317,000.00 ZZ 360 316,797.86 1 696 LOS PINOS PLACE 8.250 2,381.52 70 8.000 2,381.52 455,000.00 FREMONT CA 94539 2 12/20/96 00 0430131359 05 02/01/97 0 2395309 O 01/01/27 0 1551118 267/267 F 600,000.00 ZZ 360 600,000.00 1 991 BAYSIDE COVE WEST 7.750 4,298.48 80 7.500 4,298.48 750,000.00 NEWPORT BEACH CA 92660 1 01/02/97 00 4425862 01 03/01/97 0 4425862 O 02/01/27 0 1551121 976/G01 F 375,000.00 ZZ 360 374,766.91 1 32 HOUNDS DITCH LANE 8.375 2,850.28 75 8.125 2,850.28 500,000.00 DUXBURY MA 02332 5 12/26/96 00 0430134320 03 02/01/97 0 345802 O 01/01/27 0 1551122 961/G01 F 239,200.00 ZZ 360 239,051.33 1 440 WEST HIGHLAND AVENUE 8.375 1,818.09 80 8.125 1,818.09 299,000.00 REDLANDS CA 92373 1 12/19/96 00 0430141325 05 02/01/97 0 09109539 O 01/01/27 0 1551124 956/G01 F 398,000.00 ZZ 360 397,233.39 1 234 MUSCAT COURT 8.250 2,990.04 65 8.000 2,990.04 615,386.00 FREMONT CA 94539 1 10/17/96 00 0430146035 05 12/01/96 0 2610141 O 11/01/26 0 1 1551125 F30/G01 F 295,000.00 ZZ 360 295,000.00 1 2760 EAST AMBERWICK LANE 8.250 2,216.24 90 8.000 2,216.24 327,812.00 SANDY UT 84093 1 01/14/97 11 0430125328 05 03/01/97 25 103146 O 02/01/27 0 1551147 998/G01 F 224,000.00 ZZ 360 223,853.47 1 731 CALLE VALLARTA 8.125 1,663.20 88 7.875 1,663.20 255,000.00 SAN CLEMENTE CA 92673 2 12/23/96 10 0430131912 05 02/01/97 25 99468993 O 01/01/27 0 1551174 E22/G01 F 110,500.00 ZZ 360 110,500.00 4 2472 LA FONDA CIRCLE 8.875 879.19 85 8.625 879.19 130,000.00 LAS CRUCES NM 88001 1 01/03/97 10 0410321715 05 03/01/97 12 410321715 O 02/01/27 0 1551197 074/G01 F 272,000.00 ZZ 360 271,642.93 1 5210 GETAWAY DRIVE 8.125 2,019.60 76 7.875 2,019.60 360,000.00 BERTHOUD CO 80513 2 11/27/96 00 0430123703 05 01/01/97 0 1579033876 O 12/01/26 0 1551198 E22/G01 F 335,000.00 ZZ 360 335,000.00 1 3358 SIERRA OAKS DRIVE 8.625 2,605.60 70 8.375 2,605.60 479,000.00 SACRAMENTO CA 95864 2 01/03/97 00 0410275812 05 03/01/97 0 410275812 O 02/01/27 0 1551204 E22/G01 F 170,400.00 ZZ 360 170,400.00 1 1 19904 CHRISTINA CIRCLE 8.750 1,340.54 80 8.500 1,340.54 213,000.00 CERRITOS CA 90703 2 01/03/97 00 0410341911 05 03/01/97 0 410341911 O 02/01/27 0 1551286 963/G01 F 311,000.00 ZZ 360 311,000.00 1 1570 BAY DRIVE 7.875 2,254.97 57 7.625 2,254.97 550,000.00 MIAMI BEACH FL 33141 2 01/24/97 00 0430141242 05 03/01/97 0 970021 O 02/01/27 0 1551345 514/G01 F 284,000.00 ZZ 360 283,809.44 1 4008 CRESTAR COURT 8.000 2,083.89 80 7.750 2,083.89 355,000.00 FAIRFAX VA 22032 2 12/20/96 00 0430144170 03 02/01/97 0 514 O 01/01/27 0 1551349 514/G01 F 240,000.00 ZZ 360 239,700.62 1 4044 TRAPP ROAD 8.375 1,824.17 80 8.125 1,824.17 300,000.00 FAIRFAX VA 22032 1 12/06/96 00 0430138867 05 01/01/97 0 359360 O 12/01/26 0 1551388 776/G01 F 616,000.00 ZZ 360 616,000.00 1 6105 BRAEMAR COURT 8.375 4,682.04 80 8.125 4,682.04 770,000.00 AGOURA HILLS CA 91301 1 01/06/97 00 0430127746 03 03/01/97 0 2140382 O 02/01/27 0 1551391 664/G01 F 290,700.00 ZZ 360 290,700.00 1 25445 S. HIGHWAY 213 8.000 2,133.06 79 7.750 2,133.06 368,000.00 MULINO OR 97042 1 01/06/97 00 0430131292 05 03/01/97 0 1 2246320 O 02/01/27 0 1551401 664/G01 F 255,000.00 ZZ 360 254,837.40 1 66 VINE STREET 8.250 1,915.73 73 8.000 1,915.73 350,000.00 SAN CARLOS CA 94070 2 12/26/96 00 0430128546 05 02/01/97 0 2155224 O 01/01/27 0 1551406 956/G01 F 270,000.00 ZZ 360 270,000.00 1 4210 EAST MALAPAI DRIVE 8.000 1,981.16 80 7.750 1,981.16 337,500.00 PHOENIX AZ 85028 1 01/04/97 00 0430139352 03 03/01/97 0 4612167 O 02/01/27 0 1551407 B57/G01 F 475,200.00 ZZ 360 475,200.00 1 2664 LA CUESTA DRIVE 8.125 3,528.35 80 7.875 3,528.35 594,000.00 LOS ANGELES CA 90046 1 01/09/97 00 0430134304 05 03/01/97 0 9612287 O 02/01/27 0 1551410 559/G01 F 298,000.00 ZZ 360 298,000.00 1 2224 OLD RANCH PLACE 8.125 2,212.65 80 7.875 2,212.65 372,500.00 SANTA ROSA CA 95405 1 01/02/97 00 0430139303 05 03/01/97 0 5408745 O 02/01/27 0 1551412 956/G01 F 320,000.00 ZZ 360 319,779.78 1 982 MICHIGAN AVENUE 7.875 2,320.22 80 7.625 2,320.22 400,000.00 SAN JOSE CA 95125 1 12/17/96 00 0430138032 05 02/01/97 0 2612132 O 01/01/27 0 1 1551413 633/G01 F 135,000.00 ZZ 360 134,907.10 1 3308 ENCINAL AVENUE 7.875 978.84 71 7.625 978.84 190,500.00 GLENDALE CA 91214 2 12/20/96 00 0430129247 05 02/01/97 0 674865 O 01/01/27 0 1551414 562/G01 F 270,000.00 ZZ 360 270,000.00 1 17 WISTERIA PLACE 8.500 2,076.07 75 8.250 2,076.07 360,000.00 SYOSSET NY 11791 2 01/15/97 00 0430125914 05 03/01/97 0 532051 O 02/01/27 0 1551429 965/G01 F 243,750.00 ZZ 360 243,750.00 1 380 IVANHOE STREET 8.750 1,917.58 75 8.500 1,917.58 325,000.00 DENVER CO 80220 1 01/10/97 00 0430126524 05 03/01/97 0 183812 O 02/01/27 0 1551434 074/G01 F 332,000.00 ZZ 360 331,765.68 1 12514 BARRETT LANE 7.750 2,378.49 80 7.500 2,378.49 415,000.00 SANTA ANA CA 92705 1 12/12/96 00 0430126011 05 02/01/97 0 1113036173 O 01/01/27 0 1551435 074/G01 F 241,200.00 ZZ 360 240,866.93 1 5545 EAST PATRIA CT 7.875 1,748.87 80 7.625 1,748.87 301,500.00 ORANGE CA 92669 1 11/25/96 00 0430128603 05 01/01/97 0 1114007181 O 12/01/26 0 1551436 074/G01 F 306,000.00 ZZ 360 305,566.67 1 1315 CORVIDAE STREET 7.750 2,192.22 68 7.500 2,192.22 455,000.00 1 CARLSBAD CA 92009 4 11/19/96 00 0430130849 03 01/01/97 0 1114008854 O 12/01/26 0 1551438 074/G01 F 427,200.00 ZZ 360 426,579.66 1 21 CANTER DR 7.625 3,023.69 80 7.375 3,023.69 534,450.00 EDGEMONT PA 19073 1 11/26/96 00 0430126979 05 01/01/97 0 1161222510 O 12/01/26 0 1551439 074/G01 F 376,000.00 ZZ 360 375,238.09 1 112 PARKVIEW CR 8.000 2,758.95 80 7.750 2,758.95 470,000.00 MEDIA PA 19063 1 10/30/96 00 0430130617 03 12/01/96 0 1171150529 O 11/01/26 0 1551440 074/G01 F 45,000.00 T 360 44,972.03 1 LOT 19 BLK4 EASTWOOD SECTION 8.375 342.03 57 8.125 342.03 80,000.00 LAKE HAUTO NESQ PA 18240 1 12/16/96 00 0430126714 05 02/01/97 0 1171160136 O 01/01/27 0 1551442 074/G01 F 84,000.00 ZZ 360 83,754.20 1 28 CARRIAGE KNOLL CT 8.375 638.46 75 8.125 638.46 112,190.00 LANGHORNE PA 19047 1 10/30/96 00 0430134841 09 12/01/96 0 1175033538 O 11/01/26 0 1551443 074/G01 F 412,000.00 ZZ 360 411,716.46 1 7 SILVER TRAIL 7.875 2,987.29 75 7.625 2,987.29 549,500.00 NEWTOWN PA 18940 1 12/10/96 00 0430126243 03 02/01/97 0 1175036140 O 01/01/27 0 1 1551444 074/G01 F 361,500.00 ZZ 360 361,257.44 1 6985 UPPER YORK RD 8.000 2,652.56 65 7.750 2,652.56 559,000.00 SOLEBURY PA 18938 1 12/20/96 00 0430126987 05 02/01/97 0 1175036172 O 01/01/27 0 1551446 074/G01 F 265,400.00 ZZ 360 265,221.92 1 13098 EAST KALIL DRIVE 8.000 1,947.41 77 7.750 1,947.41 345,000.00 SCOTTSDALE AZ 85250 2 12/19/96 00 0430127092 03 02/01/97 0 1203006043 O 01/01/27 0 1551447 074/G01 F 352,750.00 ZZ 360 352,513.32 1 9538 EAST ALTADENA AVENUE 8.000 2,588.35 73 7.750 2,588.35 488,000.00 SCOTTSDALE AZ 85260 2 12/23/96 00 0430128066 03 02/01/97 0 1204003460 O 01/01/27 0 1551448 074/G01 F 600,000.00 ZZ 360 599,597.41 1 9716 WENDOVER DRIVE 8.000 4,402.59 79 7.750 4,402.59 763,000.00 BEVERLY HILLS CA 90210 2 12/18/96 00 0430126649 03 02/01/97 0 1230003117 O 01/01/27 0 1551449 074/G01 F 625,000.00 ZZ 360 624,601.45 1 1868 NORTH DOHENY DRIVE 8.250 4,695.42 60 8.000 4,695.42 1,050,000.00 LOS ANGELES CA 90069 2 12/23/96 00 0430126888 05 02/01/97 0 1230004448 O 01/01/27 0 1551452 074/G01 F 391,000.00 ZZ 360 390,750.68 1 1 2757 MOTOR AVENUE 8.250 2,937.45 80 8.000 2,937.45 490,000.00 LOS ANGELES CA 90064 2 12/13/96 00 0430126367 05 02/01/97 0 1233004025 O 01/01/27 0 1551454 074/G01 F 211,000.00 ZZ 360 210,878.60 1 526 SOUTH BRONSON AVENUE 8.750 1,659.94 59 8.500 1,659.94 360,000.00 LOS ANGELES CA 90020 2 12/18/96 00 0430128611 05 02/01/97 0 1233005935 O 01/01/27 0 1551456 074/G01 F 356,000.00 ZZ 360 355,748.74 1 17122 NANCE STREET 7.750 2,550.43 80 7.500 2,550.43 445,000.00 ENCINO AREA CA 91316 1 12/05/96 00 0430134866 05 02/01/97 0 1234003516 O 01/01/27 0 1551457 074/G01 F 500,000.00 T 360 499,681.17 1 771 CLAYMONT DRIVE 8.250 3,756.33 78 8.000 3,756.33 646,000.00 LOS ANGELES CA 90049 1 12/09/96 00 0430126656 05 02/01/97 0 1234003560 O 01/01/27 0 1551458 074/G01 F 475,000.00 ZZ 360 473,308.82 1 2851 NICHOLS CANYON ROAD 7.875 3,444.08 68 7.625 3,444.08 700,000.00 LOS ANGELES CA 90046 2 12/24/96 00 0430128629 05 02/01/97 0 1234003968 O 01/01/27 0 1551459 074/G01 F 400,000.00 ZZ 360 399,724.72 1 5761 LA JOLLA HERMOSA AVENUE 7.875 2,900.28 59 7.625 2,900.28 680,000.00 LA JOLLA CA 92037 5 12/04/96 00 0430134296 05 02/01/97 0 1 1243002682 O 01/01/27 0 1551460 074/G01 F 223,200.00 ZZ 360 222,899.48 1 24713 EILAT STREET 8.000 1,637.76 80 7.750 1,637.76 279,000.00 WOODLAND HILLS CA 91367 1 11/20/96 00 0430134874 05 01/01/97 0 1243003153 O 12/01/26 0 1551461 074/G01 F 550,000.00 ZZ 360 549,658.14 1 1277 LEONA DRIVE 8.375 4,180.40 55 8.125 4,180.40 1,000,000.00 BEVERLY HILLS CA 90210 5 12/18/96 00 0430126920 05 02/01/97 0 1246000129 O 01/01/27 0 1551462 074/G01 F 138,200.00 ZZ 360 137,940.50 1 2048 GYPSY BELL AVENUE 8.375 1,050.42 75 8.125 1,050.42 184,275.00 LAS VEGAS NV 89123 1 10/22/96 00 0430134890 03 12/01/96 0 1251120403 O 11/01/26 0 1551463 074/G01 F 152,900.00 ZZ 360 152,699.28 1 3655 CAMPBELL ROAD 8.125 1,135.28 75 7.875 1,135.28 203,900.00 LAS VEGAS NV 89129 1 11/15/96 00 0430130542 05 01/01/97 0 1251121100 O 12/01/26 0 1551464 074/G01 F 265,000.00 ZZ 360 264,822.19 1 4784 DREAM CATCHER AVENUE 8.000 1,944.48 77 7.750 1,944.48 346,757.00 LAS VEGAS NV 89129 1 12/02/96 00 0430126672 03 02/01/97 0 1251127479 O 01/01/27 0 1 1551465 074/G01 F 330,000.00 ZZ 360 329,588.34 1 2525 SUN REEF ROAD 8.375 2,508.24 75 8.125 2,508.24 440,000.00 LAS VEGAS NV 89128 1 11/22/96 00 0430128595 03 01/01/97 0 1251127719 O 12/01/26 0 1551467 074/G01 F 276,250.00 T 360 276,073.85 1 229/429 COCHITI 8.250 2,075.37 85 8.000 2,075.37 325,000.00 SANTA FE NM 87501 1 12/24/96 12 0430126110 01 02/01/97 12 1256000715 O 01/01/27 0 1551468 074/G01 F 120,500.00 ZZ 360 120,425.10 1 0980 COUNTY ROAD 245 8.375 915.89 65 8.125 915.89 185,500.00 NEW CASTLE CO 81647 1 12/02/96 00 0430130799 05 02/01/97 0 1274000648 O 01/01/27 0 1551469 074/G01 F 252,200.00 ZZ 360 251,901.13 1 4973 NW 115TH TERRACE 8.625 1,961.59 95 8.375 1,961.59 265,556.00 CORAL SPRINGS FL 33075 1 11/27/96 10 0430126409 03 01/01/97 30 1301112427 O 12/01/26 0 1551470 074/G01 F 83,000.00 ZZ 360 82,949.72 1 1300 SW 4TH STREET 8.500 638.20 68 8.250 638.20 123,000.00 BOCA RATON FL 33486 1 12/10/96 00 0430134882 05 02/01/97 0 1301119244 O 01/01/27 0 1551471 074/G01 F 293,368.00 ZZ 360 293,180.92 1 3731 OAKRIDGE CIRCLE 8.250 2,203.98 91 8.000 2,203.98 325,183.00 1 FT LAUDERDALE FL 33326 1 12/20/96 11 0430130815 03 02/01/97 25 1302011323 O 01/01/27 0 1551472 074/G01 F 130,000.00 ZZ 360 129,921.24 1 10420 SW 16TH PLACE 8.500 999.59 51 8.250 999.59 256,000.00 PLANTATION FL 33324 1 12/03/96 00 0430127068 05 02/01/97 0 1302018399 O 01/01/27 0 1551473 074/G01 F 260,000.00 ZZ 360 259,838.39 1 350 SW 16TH STREET 8.375 1,976.19 80 8.125 1,976.19 325,000.00 BOCA RATON FL 33432 1 12/18/96 00 0430127167 03 02/01/97 0 1302018865 O 01/01/27 0 1551474 074/G01 F 240,000.00 ZZ 360 239,846.96 1 1717 N BAYSHORE DRIVE 8.250 1,803.04 80 #A - 1834 8.000 1,803.04 300,000.00 MIAMI FL 33132 5 12/16/96 00 0430126623 01 02/01/97 0 1303016559 O 01/01/27 0 1551475 074/G01 F 230,000.00 ZZ 360 229,705.67 1 17434 SW 31 COURT 8.250 1,727.91 90 8.000 1,727.91 255,948.00 MIRAMAR FL 33029 1 11/25/96 12 0430127431 03 01/01/97 30 1311242735 O 12/01/26 0 1551476 074/G01 F 600,000.00 ZZ 360 599,597.41 1 10300 SW 60 AVE 8.000 4,402.59 80 7.750 4,402.59 750,000.00 MIAMI FL 33156 1 12/06/96 00 0430126235 05 02/01/97 0 1311272770 O 01/01/27 0 1 1551477 074/G01 F 280,250.00 ZZ 360 280,084.54 1 5751 SW 49 STREET 8.625 2,179.76 95 8.375 2,179.76 295,000.00 MIAMI FL 33155 1 12/12/96 12 0430128645 05 02/01/97 30 1311275439 O 01/01/27 0 1551478 074/G01 F 105,000.00 ZZ 360 104,931.32 1 12951 SW 119 STREET 8.125 779.62 68 7.875 779.62 155,000.00 MIAMI FL 33186 1 12/18/96 00 0430134908 05 02/01/97 0 1311278550 O 01/01/27 0 1551479 074/G01 F 245,000.00 ZZ 360 244,724.28 1 1430 STILLWATER DR 8.875 1,949.33 73 8.625 1,949.33 340,000.00 MIAMI BEACH FL 33141 2 11/18/96 00 0430128637 05 01/01/97 0 1312023442 O 12/01/26 0 1551480 074/G01 F 240,000.00 ZZ 360 239,838.97 1 605 SWEETWATER CLUB CIRCLE 8.000 1,761.03 78 7.750 1,761.03 308,000.00 LONGWOOD FL 32779 1 12/18/96 00 0430134916 03 02/01/97 0 1331151188 O 01/01/27 0 1551481 074/G01 F 52,500.00 ZZ 240 52,318.35 1 211 VERNON TRAYLOR DR 7.875 435.06 52 7.625 435.06 102,000.00 SMYRNA TN 37167 1 12/13/96 00 0430130807 05 02/01/97 0 1344002056 O 01/01/17 0 1551482 074/G01 F 282,000.00 ZZ 360 281,610.58 1 1 7365 DUNRAVEN PLACE 7.875 2,044.70 74 7.625 2,044.70 382,005.00 ATLANTA GA 30328 1 11/25/96 00 0430127274 05 01/01/97 0 1371118086 O 12/01/26 0 1551484 074/G01 F 240,000.00 ZZ 360 239,692.87 1 2233 DANBURY CT SE 8.250 1,803.04 80 8.000 1,803.04 300,000.00 OLYMPIA WA 98501 1 11/19/96 00 0430128652 05 01/01/97 0 1471005525 O 12/01/26 0 1551485 074/G01 F 300,000.00 ZZ 360 299,798.71 1 1815 SYDNEY STREET 8.000 2,201.29 74 7.750 2,201.29 410,000.00 SAN LUIS OBISPO CA 93401 2 12/05/96 00 0430128678 05 02/01/97 0 1480004738 O 01/01/27 0 1551486 074/G01 F 377,600.00 ZZ 360 377,140.88 1 4001 FAIR OAKS BLVD 8.500 2,903.42 80 8.250 2,903.42 472,000.00 SACRAMENTO CA 95864 1 11/05/96 00 0430130997 05 01/01/97 0 1483004950 O 12/01/26 0 1551487 074/G01 F 225,000.00 ZZ 360 224,849.03 1 5210 EQUESTRIAN COURT 8.000 1,650.97 90 7.750 1,650.97 250,000.00 ROCKLIN CA 95677 2 12/13/96 11 0430130740 05 02/01/97 25 1483005974 O 01/01/27 0 1551490 074/G01 F 375,000.00 ZZ 360 374,735.32 1 2772 AUTUMN RIDGE DRIVE 7.750 2,686.55 80 7.500 2,686.55 469,565.00 THOUSAND OAKS CA 91362 1 12/12/96 00 0430127480 05 02/01/97 0 1 1487006618 O 01/01/27 0 1551491 074/G01 F 359,000.00 ZZ 360 358,740.17 1 10707 SANTA ROSA ROAD 7.625 2,540.98 74 7.375 2,540.98 490,000.00 CAMARILLO CA 93012 2 12/07/96 00 0430127498 05 02/01/97 0 1487007643 O 01/01/27 0 1551492 074/G01 F 295,000.00 ZZ 360 294,796.99 1 26195 MESA PLACE 7.875 2,138.95 54 7.625 2,138.95 550,000.00 CARMEL CA 93923 2 12/20/96 00 0430127514 05 02/01/97 0 1489003326 O 01/01/27 0 1551493 074/G01 F 350,000.00 ZZ 360 349,342.81 1 1028 AUGUSTA DRIVE 8.375 2,660.25 78 8.125 2,660.25 450,000.00 NAMPA ID 83686 2 10/25/96 00 0430127522 03 12/01/96 0 1491000728 O 11/01/26 0 1551494 074/G01 F 275,000.00 ZZ 360 274,620.26 1 13905 NE STOLLER ROAD 7.875 1,993.94 80 7.625 1,993.94 345,000.00 DAYTON OR 97114 2 11/15/96 00 0430127530 05 01/01/97 0 1493000081 O 12/01/26 0 1551496 074/G01 F 373,000.00 ZZ 360 372,497.79 1 1590 S DEVONSHIRE DRIVE 8.000 2,736.94 77 7.750 2,736.94 485,000.00 SALT LAKE CITY UT 84108 2 11/21/96 00 0430128686 05 01/01/97 0 1497001676 O 12/01/26 0 1 1551498 074/G01 F 275,000.00 T 360 274,841.78 1 15 PROSPECTOR DRIVE 8.750 2,163.43 77 8.500 2,163.43 360,000.00 PARK CITY UT 84060 5 12/04/96 00 0430126680 05 02/01/97 0 1497001836 O 01/01/27 0 1551499 074/G01 F 235,000.00 ZZ 360 234,846.28 1 1161 SOUTH STANSBURY WAY 8.125 1,744.87 64 7.875 1,744.87 370,000.00 SALT LAKE CITY UT 84108 5 12/17/96 00 0430127266 05 02/01/97 0 1497002034 O 01/01/27 0 1551501 074/G01 F 220,000.00 ZZ 360 219,703.77 1 112 LINWOOD ROAD 8.000 1,614.29 92 7.750 1,614.29 240,000.00 ARDMORE PA 19003 1 11/08/96 12 0430128702 05 01/01/97 30 1500268264 O 12/01/26 0 1551502 074/G01 F 372,000.00 ZZ 360 371,559.16 1 928 MERION SQUARE ROAD 8.625 2,893.38 75 8.375 2,893.38 496,000.00 GLADWYNE PA 19035 1 11/15/96 00 0430127357 05 01/01/97 0 1500268592 O 12/01/26 0 1551504 074/G01 F 285,000.00 ZZ 360 284,644.47 1 26 SELFRIDGE ROAD 8.375 2,166.21 75 8.125 2,166.21 380,000.00 BEDFORD MA 01730 5 11/19/96 00 0430127415 05 01/01/97 0 1500278053 O 12/01/26 0 1551505 074/G01 F 277,500.00 ZZ 360 277,017.51 1 10105 RALEIGH LAGRANGE ROAD 8.750 2,183.10 75 8.500 2,183.10 370,000.00 1 EADS TN 38028 2 10/17/96 00 0430127423 05 12/01/96 0 1502049308 O 11/01/26 0 1551506 074/G01 F 256,500.00 ZZ 360 256,211.34 1 1316 GRAYSTONE LANE 8.875 2,040.83 90 8.625 2,040.83 285,000.00 CORDOVA TN 38018 1 11/22/96 10 0430134924 03 01/01/97 25 1502052630 O 12/01/26 0 1551507 074/G01 F 116,800.00 ZZ 360 116,560.87 1 106 POWER STATION RD. 8.625 908.46 79 8.375 908.46 149,000.00 TAFT TN 38488 2 11/21/96 00 0430127555 05 01/01/97 0 1502054320 O 12/01/26 0 1551509 074/G01 F 68,700.00 ZZ 360 68,620.67 1 738 COON WILLIAMS ROAD 8.750 540.46 80 8.500 540.46 85,900.00 TROY TN 38260 2 11/15/96 00 0430127571 05 01/01/97 0 1502057179 O 12/01/26 0 1551510 074/G01 F 239,250.00 ZZ 360 238,987.65 1 7165 SAPRI PLACE 9.000 1,925.06 95 8.750 1,925.06 252,000.00 RANCHO CUCAMONG CA 91701 1 11/06/96 11 0430127589 05 01/01/97 30 1502057419 O 12/01/26 0 1551511 074/G01 F 328,000.00 ZZ 240 326,933.51 1 155 NORTHWIND DR 8.375 2,820.56 80 8.125 2,820.56 410,000.00 BRANDON MS 39042 1 11/15/96 00 0430126169 05 01/01/97 0 1502057656 O 12/01/16 0 1 1551513 074/G01 F 230,000.00 ZZ 360 229,853.34 1 1400 DAVIS LANE 8.250 1,727.91 67 8.000 1,727.91 345,000.00 KNOXVILLE TN 37923 1 12/05/96 00 0430127456 05 02/01/97 0 1502062281 O 01/01/27 0 1551514 074/G01 F 246,000.00 ZZ 360 245,677.08 1 2013 ARBONNE COURT 8.125 1,826.54 94 7.875 1,826.54 261,800.00 BILOXI MS 39531 1 11/26/96 01 0430134932 05 01/01/97 30 1502064301 O 12/01/26 0 1551515 074/G01 F 235,472.00 ZZ 360 233,141.63 1 7 MISTY MESA COURT 8.000 1,727.81 73 7.750 1,727.81 325,000.00 PLACITAS NM 87043 4 11/22/96 00 0430127472 03 01/01/97 0 1504043051 O 12/01/26 0 1551516 074/G01 F 369,000.00 ZZ 360 368,141.46 1 1214 LESLEY LANE 8.750 2,902.93 90 8.500 2,902.93 410,000.00 LONGVIEW TX 75604 1 09/30/96 10 0430127605 03 11/01/96 25 1504073507 O 10/01/26 0 1551517 074/G01 F 165,000.00 ZZ 360 164,697.99 1 935 GREENBRIAR LANE 8.500 1,268.71 74 8.250 1,268.71 225,000.00 DUNCANVILLE TX 75137 1 10/28/96 00 0430127613 05 12/01/96 0 1504081196 O 11/01/26 0 1551518 074/G01 F 499,750.00 ZZ 360 499,093.97 1 1 11717 LONGLEAF LANE 8.125 3,710.63 80 7.875 3,710.63 624,748.00 HOUSTON TX 77024 1 11/08/96 00 0430126995 05 01/01/97 0 1504084310 O 12/01/26 0 1551520 074/G01 F 228,450.00 ZZ 360 228,157.64 1 1301 MCCRAE TRAIL 8.250 1,716.27 80 8.000 1,716.27 285,582.00 SOUTHLAKE TX 76092 4 11/22/96 00 0430127548 03 01/01/97 0 1504085620 O 12/01/26 0 1551521 074/G01 F 160,000.00 ZZ 360 159,789.95 1 6740 SKYLINE DRIVE 8.125 1,188.00 58 7.875 1,188.00 277,000.00 DELRAY BEACH FL 33446 1 11/15/96 00 0430130682 05 01/01/97 0 1504088402 O 12/01/26 0 1551522 074/G01 F 265,000.00 ZZ 360 264,644.25 1 62 MOCCASIN TRAIL 8.625 2,061.14 95 8.375 2,061.14 280,850.00 SANDIA PARK NM 87047 1 11/15/96 12 0430126466 03 01/01/97 30 1504088865 O 12/01/26 0 1551523 074/G01 F 422,100.00 ZZ 360 421,559.83 1 10428 CITY LIGHTS DRIVE NE 8.250 3,171.10 90 8.000 3,171.10 469,000.00 ALBUQUERQUE NM 87111 1 11/22/96 10 0430130690 03 01/01/97 25 1504090029 O 12/01/26 0 1551524 074/G01 F 244,000.00 ZZ 360 243,530.01 1 6601 LOCKHAVEN LANE NE 8.250 1,833.09 80 8.000 1,833.09 305,000.00 ALBUQUERQUE NM 87111 1 11/25/96 00 0430128280 03 01/01/97 0 1 1504091269 O 12/01/26 0 1551525 074/G01 F 177,000.00 ZZ 360 176,887.14 1 18202 ENNSBURY DRIVE 8.250 1,329.74 73 8.000 1,329.74 245,000.00 HOUSTON TX 77084 2 12/12/96 00 0430128728 03 02/01/97 0 1504091564 O 01/01/27 0 1551526 074/G01 F 129,000.00 ZZ 360 127,638.61 1 6501 MEADOW LAKES DRIVE 7.875 935.34 75 7.625 935.34 172,000.00 NORTH RICHLAND TX 76180 1 12/03/96 00 0430128736 03 01/01/97 0 1504092670 O 12/01/26 0 1551528 074/G01 F 288,000.00 ZZ 360 287,436.31 1 8025 TIBURON PL. 8.375 2,189.01 90 8.125 2,189.01 322,000.00 JOHNSTON IA 50131 2 11/12/96 10 0430128314 05 01/01/97 25 1505036765 O 12/01/26 0 1551529 074/G01 F 218,000.00 ZZ 360 217,492.78 1 5618 SUMMERSIDE TRAIL 8.750 1,715.01 72 8.500 1,715.01 305,000.00 ST. LOUIS MO 63128 2 09/27/96 00 0430128322 03 11/01/96 0 1505051000 O 10/01/26 0 1551530 074/G01 F 429,000.00 ZZ 360 428,247.96 1 5005 COPPER CREEK DRIVE 8.250 3,222.93 83 8.000 3,222.93 520,000.00 PLEASENT HILL IA 50317 2 11/22/96 10 0430127027 05 01/01/97 12 1505059396 O 12/01/26 0 1 1551531 074/G01 F 271,500.00 ZZ 360 271,003.04 1 2060 E NORSHIRE STREET 8.500 2,087.61 76 8.250 2,087.61 360,000.00 SPRINGFIELD MO 65804 2 10/23/96 00 0430128330 05 12/01/96 0 1505062980 O 11/01/26 0 1551533 074/G01 F 396,000.00 ZZ 360 395,542.66 1 931 SCOTT DRIVE 8.750 3,115.34 90 8.500 3,115.34 440,000.00 MARCO ISLAND FL 34145 1 11/25/96 11 0430126037 05 01/01/97 25 1505068477 O 12/01/26 0 1551534 074/G01 F 137,150.00 ZZ 360 137,062.55 1 7221 N W 107TH STREET 8.250 1,030.36 65 8.000 1,030.36 211,000.00 GRIMES IA 50111 5 12/09/96 00 0430128744 05 02/01/97 0 1505070898 O 01/01/27 0 1551535 074/G01 F 350,000.00 ZZ 360 349,427.67 1 6734 RED OAK DRIVE 8.250 2,629.44 70 8.000 2,629.44 500,000.00 SHAWNEE KS 66217 2 11/27/96 00 0430128751 03 01/01/97 0 1505072066 O 12/01/26 0 1551536 074/G01 F 242,250.00 ZZ 360 241,944.96 1 5005 CHESLEY AVENUE 8.375 1,841.27 95 8.125 1,841.27 255,000.00 LOS ANGELES ARE CA 90043 1 11/11/96 12 0430130831 05 01/01/97 30 1506163236 O 12/01/26 0 1551537 074/G01 F 480,000.00 ZZ 360 479,165.47 1 1015 WHITE SAILS WAY 8.750 3,776.16 79 8.500 3,776.16 612,000.00 1 CORONA DEL MAR CA 92625 5 10/01/96 00 0430127670 03 12/01/96 0 1506164330 O 11/01/26 0 1551538 074/G01 F 340,000.00 ZZ 360 338,144.71 1 17926 MONTAGUE COURT 8.750 2,674.79 78 GRANADA HILLS AREA 8.500 2,674.79 440,000.00 LOS ANGELES CA 91344 2 10/09/96 00 0430127738 03 12/01/96 0 1506167441 O 11/01/26 0 1551540 074/G01 F 337,500.00 ZZ 360 337,033.94 1 150 ALDER STREET 7.875 2,447.11 75 7.625 2,447.11 450,000.00 CORONADO CA 92118 5 11/15/96 00 0430127795 05 01/01/97 0 1506170195 O 12/01/26 0 1551544 074/G01 F 400,000.00 ZZ 360 399,501.02 1 1378 STRAND AVENUE 8.375 3,040.29 70 8.125 3,040.29 575,000.00 OCEANO CA 93445 2 11/01/96 00 0430127902 05 01/01/97 0 1506172714 O 12/01/26 0 1551548 074/G01 F 258,350.00 ZZ 360 257,864.89 1 21012 SHAW LANE 8.375 1,963.65 75 8.125 1,963.65 344,500.00 HUNTINGTON BEAC CA 92646 1 10/22/96 00 0430130658 05 12/01/96 0 1506174979 O 11/01/26 0 1551549 074/G01 F 116,000.00 ZZ 360 115,869.46 1 2676 CALLE MANZANO 8.875 922.95 57 8.625 922.95 205,000.00 THOUSAND OAKS CA 91360 5 11/01/96 00 0430130666 05 01/01/97 0 1506175417 O 12/01/26 0 1 1551550 074/G01 F 221,600.00 ZZ 360 221,309.10 1 665 AZALEA STREET 8.125 1,645.38 80 7.875 1,645.38 277,000.00 THOUSAND OAKS CA 91360 1 11/08/96 00 0430127928 05 01/01/97 0 1506176023 O 12/01/26 0 1551551 074/G01 F 338,000.00 ZZ 360 337,589.03 1 732 ROSEMONT AVENUE 8.500 2,598.93 80 8.250 2,598.93 425,000.00 PASADENA CA 91103 2 11/08/96 00 0430130971 05 01/01/97 0 1506177252 O 12/01/26 0 1551553 074/G01 F 558,750.00 ZZ 360 558,052.98 1 914 MALCOLM AVENUE 8.375 4,246.91 75 8.125 4,246.91 745,000.00 LOS ANGELES CA 90024 1 11/14/96 00 0430128363 05 01/01/97 0 1506177988 O 12/01/26 0 1551554 074/G01 F 186,000.00 ZZ 360 185,767.99 1 45 CYPRESS WAY 8.375 1,413.73 52 8.125 1,413.73 360,000.00 ROLLING HILLS E CA 90274 5 11/26/96 00 0430128371 03 01/01/97 0 1506180188 O 12/01/26 0 1551557 074/G01 F 224,000.00 ZZ 360 222,031.48 1 1215 NORTH LOUISE STREET 8.125 1,663.20 70 7.875 1,663.20 324,000.00 GLENDALE CA 91207 1 11/18/96 00 0430130724 05 01/01/97 0 1506181566 O 12/01/26 0 1551559 074/G01 F 375,000.00 ZZ 360 374,495.08 1 1 4774 BRYN MAWR ROAD 8.000 2,751.62 69 7.750 2,751.62 550,000.00 LOS ANGELES CA 90027 5 11/25/96 00 0430130708 05 01/01/97 0 1506183073 O 12/01/26 0 1551560 074/G01 F 272,000.00 ZZ 360 271,642.93 1 380 SOUTH MERIDITH AVENUE 8.125 2,019.60 80 7.875 2,019.60 340,000.00 PASADENA CA 91106 1 11/22/96 00 0430128769 05 01/01/97 0 1506183313 O 12/01/26 0 1551561 074/G01 F 292,750.00 ZZ 360 292,345.72 1 19942 STONEHENGE COURT 7.875 2,122.65 80 7.625 2,122.65 365,990.00 WOODLAND HILLS CA 91367 1 11/15/96 00 0430128025 03 01/01/97 0 1506183379 O 12/01/26 0 1551562 074/G01 F 228,000.00 ZZ 360 227,715.57 1 2439 OAKES LANE 8.375 1,732.97 75 8.125 1,732.97 304,000.00 HANFORD CA 93230 5 11/22/96 00 0430127993 05 01/01/97 0 1506184429 O 12/01/26 0 1551570 074/G01 F 330,000.00 ZZ 360 329,348.00 1 141 CRYSTAL SPRING DRIVE 8.125 2,450.24 63 7.875 2,450.24 525,800.00 ASHTON MD 20861 4 10/10/96 00 0430131078 05 12/01/96 0 1507190835 O 11/01/26 0 1551571 074/G01 F 262,000.00 ZZ 360 261,705.15 1 4030 SHADY HOLLOW DRIVE 8.875 2,084.59 78 8.625 2,084.59 337,500.00 HENDERSON KY 42420 2 11/12/96 00 0430128777 05 01/01/97 0 1 1507196933 O 12/01/26 0 1551573 074/G01 F 200,000.00 ZZ 360 199,769.00 1 11834 PINE MOUNTAIN DR. 8.750 1,573.41 56 8.500 1,573.41 360,000.00 BRIGHTON MI 48116 5 11/01/96 00 0430128413 05 01/01/97 0 1507203777 O 12/01/26 0 1551574 074/G01 F 96,000.00 ZZ 360 95,841.50 1 4505 ROBINWOOD 9.000 772.44 66 8.750 772.44 146,000.00 ROYAL OAK MI 48073 1 11/01/96 00 0430128421 05 12/01/96 0 1507204099 O 11/01/26 0 1551575 074/G01 F 150,000.00 ZZ 360 149,808.04 1 2204 BURRUS DRIVE 8.250 1,126.90 75 8.000 1,126.90 200,000.00 LEXINGTON KY 40513 1 11/29/96 00 0430128439 05 01/01/97 0 1507204259 O 12/01/26 0 1551576 074/G01 F 282,950.00 ZZ 360 282,597.05 1 10610 NORTHEAST 117TH PLACE 8.375 2,150.62 95 8.125 2,150.62 297,855.00 KIRKLAND WA 98033 1 11/12/96 14 0430126441 05 01/01/97 30 1507205171 O 12/01/26 0 1551577 074/G01 F 240,000.00 ZZ 360 239,676.87 1 2105 PRINCESS ANNE CT 8.000 1,761.03 80 7.750 1,761.03 301,000.00 VIRGINIA BCH VA 23457 5 11/19/96 00 0430128447 05 01/01/97 0 1507205499 O 12/01/26 0 1 1551578 074/G01 F 140,250.00 ZZ 360 140,056.33 1 5018 MEADOWBROOK DR 7.875 1,016.91 75 7.625 1,016.91 187,500.00 W BLOOMFIELD MI 48322 1 11/15/96 00 0430128454 05 01/01/97 0 1507205852 O 12/01/26 0 1551579 074/G01 F 300,000.00 ZZ 360 299,575.15 1 RT 2 BOX 277A 7.750 2,149.24 76 7.500 2,149.24 399,722.00 BLUEMONT VA 20135 1 11/19/96 00 0430131003 05 01/01/97 0 1507206196 O 12/01/26 0 1551581 975/G01 F 255,000.00 ZZ 360 255,000.00 1 3909 NORTH POPPYSEED PLACE 8.250 1,915.73 75 CALABASAS AREA 8.000 1,915.73 340,000.00 LOS ANGELES CA 91302 1 01/01/97 00 0430132035 05 03/01/97 0 963088 O 02/01/27 0 1551582 074/G01 F 125,900.00 ZZ 360 125,726.15 1 3944 VALLEY RIDGE DR 7.875 912.86 75 7.625 912.86 167,900.00 FAIRFAX VA 22033 1 11/19/96 00 0430128116 09 01/01/97 0 1507208260 O 12/01/26 0 1551583 074/G01 F 266,400.00 ZZ 360 266,041.31 1 10076 BRAEMOOR 8.000 1,954.75 80 7.750 1,954.75 333,000.00 GRAND BLANC MI 48439 2 11/22/96 00 0430130732 05 01/01/97 0 1507208497 O 12/01/26 0 1551584 074/G01 F 300,450.00 ZZ 360 300,103.00 1 100 BEACHDALE COURT 8.750 2,363.65 90 8.500 2,363.65 333,885.00 1 ACCOKEEK MD 20607 1 11/26/96 11 0430131029 03 01/01/97 30 1507212155 O 12/01/26 0 1551585 074/G01 F 280,250.00 ZZ 360 279,900.39 1 5841 NEBRASKA AVENUE, N.W. 8.375 2,130.11 95 8.125 2,130.11 295,000.00 WASHINGTON DC 20015 1 12/02/96 04 0430126474 05 01/01/97 30 1507212494 O 12/01/26 0 1551586 074/G01 F 299,000.00 ZZ 360 298,827.97 1 6245 RUNNYMEAD COURT 8.750 2,352.24 69 8.500 2,352.24 439,000.00 WEST BLOOMFIELD MI 48322 1 12/12/96 00 0430128199 03 02/01/97 0 1507216247 O 01/01/27 0 1551588 074/G01 F 350,000.00 ZZ 360 349,752.97 1 3811 TENNYSON STREET 7.750 2,507.45 80 7.500 2,507.45 438,000.00 HOUSTON TX 77005 1 12/10/96 00 0430128207 05 02/01/97 0 1509954475 O 01/01/27 0 1551589 074/G01 F 294,200.00 ZZ 360 293,661.50 1 1831 WILD GRAPE LANE 8.500 2,262.15 80 8.250 2,262.15 367,773.00 ORANGE PARK FL 32073 1 10/04/96 00 0430128785 03 12/01/96 0 1511042230 O 11/01/26 0 1551591 074/G01 F 150,000.00 ZZ 360 149,539.18 1 320 ROYAL RIDGE WAY 8.500 1,153.37 80 8.250 1,153.37 188,000.00 FAYETTEVILLE GA 30215 2 08/27/96 00 0430128470 03 10/01/96 0 1511045705 O 09/01/26 0 1 1551592 074/G01 F 95,000.00 ZZ 360 94,834.82 1 142 BRIARWOOD COURT 8.750 747.37 70 8.500 747.37 136,000.00 HOSCHTON GA 30548 2 10/18/96 00 0430128488 05 12/01/96 0 1511052201 O 11/01/26 0 1551594 074/G01 F 80,650.00 ZZ 360 80,556.84 1 213 DUE WEST DRIVE 8.750 634.48 75 8.500 634.48 107,584.00 STOCKBRIDGE GA 30281 1 11/18/96 00 0430128504 05 01/01/97 0 1511058999 O 12/01/26 0 1551595 074/G01 F 79,000.00 ZZ 360 78,949.62 1 2005 LAUREL GATE LANE 8.250 593.50 70 8.000 593.50 113,000.00 MONROE GA 30655 2 12/09/96 00 0430128512 05 02/01/97 0 1511059517 O 01/01/27 0 1551597 074/G01 F 250,000.00 ZZ 360 249,554.03 1 2020 BAYSHORE DR 8.625 1,944.47 74 8.375 1,944.47 340,000.00 BELLEAIR BEACH FL 34634 5 10/18/96 00 0430131037 05 12/01/96 0 1511060550 O 11/01/26 0 1551599 074/G01 F 37,000.00 ZZ 360 36,958.36 1 717 W SECOND NORTH STREET 8.875 294.39 65 8.625 294.39 57,000.00 MORRISTOWN TN 37814 5 11/06/96 00 0430128462 05 01/01/97 0 1511065214 O 12/01/26 0 1551600 074/G01 F 223,250.00 ZZ 360 222,978.55 1 1 1833 IVANHOE ROAD 8.500 1,716.60 95 8.250 1,716.60 235,000.00 ORLANDO FL 32804 1 11/15/96 10 0430128793 05 01/01/97 30 1511066308 O 12/01/26 0 1551601 074/G01 F 156,000.00 ZZ 360 155,795.21 1 1377 DOWNINGTON LANE 8.125 1,158.30 65 7.875 1,158.30 240,000.00 ACWORTH GA 30101 5 11/20/96 00 0430131060 03 01/01/97 0 1511066421 O 12/01/26 0 1551602 074/G01 F 157,500.00 ZZ 360 157,322.75 1 19548 TWIN PONDS RD 8.875 1,253.14 75 8.625 1,253.14 210,000.00 UMATILLA FL 32784 1 11/13/96 00 0430131011 05 01/01/97 0 1511068642 O 12/01/26 0 1551603 074/G01 F 284,000.00 ZZ 360 283,654.68 1 248 TEQUESTA CIRCLE 8.500 2,183.72 80 8.250 2,183.72 355,000.00 TEQUESTA FL 33469 1 11/27/96 00 0430128553 05 01/01/97 0 1511070790 O 12/01/26 0 1551606 074/G01 F 386,000.00 T 360 384,898.22 1 6350 EAST AMBER SUN DRIVE 8.625 3,002.27 80 8.375 3,002.27 483,242.00 SCOTTSDALE AZ 85258 1 10/23/96 00 0430126516 03 12/01/96 0 1512047320 O 11/01/26 0 1551607 074/G01 F 600,000.00 ZZ 360 598,865.57 1 676 INSPIRATION DRIVE 8.500 4,613.48 79 8.250 4,613.48 767,500.00 ZEPHYR COVE NV 89448 1 10/25/96 00 0430131045 05 12/01/96 0 1 1512054009 O 11/01/26 0 1551609 074/G01 F 570,000.00 ZZ 360 569,324.54 1 22250 VARIAN WAY 8.625 4,433.40 72 8.375 4,433.40 800,000.00 CUPERTINO CA 95014 2 11/08/96 00 0430131086 05 01/01/97 0 1512056456 O 12/01/26 0 1551611 074/G01 F 650,000.00 ZZ 360 648,779.49 1 418 24TH STREET 8.375 4,940.47 80 8.125 4,940.47 822,000.00 SANTA MONICA CA 90402 1 10/12/96 00 0430126193 05 12/01/96 0 1512060497 O 11/01/26 0 1551612 074/G01 F 296,000.00 ZZ 360 295,645.48 1 5805 W ARROWHEAD LAKES DRIVE 8.750 2,328.63 80 8.500 2,328.63 370,000.00 GLENDALE AZ 85308 5 11/29/96 00 0430128819 03 01/01/97 0 1512062517 O 12/01/26 0 1551613 074/G01 F 65,600.00 ZZ 360 65,562.25 1 4925 15TH AVENUE 8.750 516.08 80 8.500 516.08 82,000.00 SACRAMENTO CA 95820 5 12/02/96 00 0430131052 05 02/01/97 0 1512066052 O 01/01/27 0 1551614 074/G01 F 600,000.00 ZZ 360 599,617.40 1 14125 NORTH 65TH AVENUE 8.250 4,507.60 60 8.000 4,507.60 1,010,000.00 GLENDALE AZ 85306 2 12/12/96 00 0430126896 05 02/01/97 0 1512068761 O 01/01/27 0 1 1551615 074/G01 F 243,000.00 ZZ 360 242,577.50 1 0002 KNIGHT ROAD 8.750 1,911.69 78 8.500 1,911.69 315,000.00 BASALT CO 81621 2 10/14/96 00 0430128892 05 12/01/96 0 1513063504 O 11/01/26 0 1551617 074/G01 F 391,500.00 ZZ 360 390,972.87 1 7330 FAIRWAY LANE 8.000 2,872.69 90 7.750 2,872.69 435,000.00 PARKER CO 80134 1 11/20/96 10 0430130583 03 01/01/97 25 1513074533 O 12/01/26 0 1551618 074/G01 F 350,000.00 ZZ 360 349,325.85 1 15055 HENRY RIDE HEIGHTS 8.250 2,629.43 67 8.000 2,629.43 525,000.00 COLORADO SPRING CO 80926 2 10/23/96 00 0430129437 03 12/01/96 0 1513075693 O 11/01/26 0 1551620 074/G01 F 261,000.00 ZZ 360 260,503.35 1 511 SOUTH 130 WEST 8.125 1,937.92 90 7.875 1,937.92 290,000.00 OREM UT 84058 1 11/18/96 10 0430126052 05 01/01/97 25 1513082881 O 12/01/26 0 1551621 074/G01 F 233,650.00 ZZ 360 233,497.17 1 159 SOUTH CORNELL COURT 8.125 1,734.84 85 7.875 1,734.84 274,900.00 LAKE OSWEGO OR 97034 1 12/01/96 11 0430129452 05 02/01/97 12 1513083749 O 01/01/27 0 1551622 074/G01 F 290,000.00 ZZ 360 289,815.08 1 175 SPRING LANE 8.250 2,178.67 79 8.000 2,178.67 368,000.00 1 BOULDER CO 80302 1 12/05/96 00 0430129460 05 02/01/97 0 1513085777 O 01/01/27 0 1551624 074/G01 F 310,700.00 ZZ 360 310,292.14 1 2474 WEST PEAKVIEW COURT 8.125 2,306.94 90 7.875 2,306.94 345,312.00 LITTLETON CO 80120 1 11/22/96 11 0430129049 03 01/01/97 25 1513087524 O 12/01/26 0 1551625 074/G01 F 80,000.00 ZZ 360 79,905.20 1 764 WEST 4075 SOUTH 8.625 622.23 65 8.375 622.23 124,000.00 RIVERDALE UT 84405 1 11/13/96 00 0430129056 03 01/01/97 0 1513088083 O 12/01/26 0 1551626 074/G01 F 221,310.00 ZZ 360 221,012.03 1 3133 NORTH COUNTY ROAD 3 8.000 1,623.89 90 7.750 1,623.89 245,900.00 LOVELAND CO 80538 1 11/12/96 01 0430129163 05 01/01/97 25 1513088367 O 12/01/26 0 1551627 074/G01 F 224,000.00 ZZ 360 223,853.48 1 5636 WEST 11200 NORTH 8.125 1,663.19 80 7.875 1,663.19 280,000.00 HIGHLAND UT 84003 5 12/09/96 00 0430129171 05 02/01/97 0 1513088968 O 01/01/27 0 1551628 074/G01 F 270,000.00 ZZ 360 269,636.47 1 6410 106TH AVENUE NORTHEAST 8.000 1,981.16 72 7.750 1,981.16 375,000.00 KIRKLAND WA 98033 2 11/18/96 00 0430129007 05 01/01/97 0 1513089213 O 12/01/26 0 1 1551629 074/G01 F 328,500.00 ZZ 360 328,057.69 1 3870 CRONDALL DRIVE 8.000 2,410.42 90 7.750 2,410.42 365,000.00 SACRAMENTO CA 95864 1 11/05/96 11 0430130989 05 01/01/97 25 1513089348 O 12/01/26 0 1551630 074/G01 F 286,000.00 ZZ 360 285,634.01 1 25 PORTERO DRIVE 8.250 2,148.62 80 8.000 2,148.62 360,500.00 PUEBLO CO 81005 5 11/18/96 00 0430129106 05 01/01/97 0 1513089950 O 12/01/26 0 1551631 074/G01 F 224,900.00 ZZ 360 224,612.19 1 2400 SW BORDER WAY 8.250 1,689.60 78 8.000 1,689.60 289,000.00 GRESHAM OR 97080 4 11/14/96 00 0430126664 05 01/01/97 0 1513089982 O 12/01/26 0 1551632 074/G01 F 264,000.00 ZZ 360 263,662.16 1 17281 KELOK ROAD 8.250 1,983.34 80 8.000 1,983.34 330,000.00 LAKE OSWEGO OR 97034 2 11/26/96 00 0430134288 05 01/01/97 0 1513090529 O 12/01/26 0 1551634 074/G01 F 345,000.00 ZZ 360 344,535.48 1 835 12TH STREET 8.000 2,531.49 69 7.750 2,531.49 506,000.00 BOULDER CO 80302 5 11/27/96 00 0430134957 05 01/01/97 0 1513091770 O 12/01/26 0 1551635 074/G01 F 126,400.00 ZZ 360 126,130.13 1 1 4311 NORTH 26TH STREET 8.000 927.48 80 7.750 927.48 158,000.00 TACOMA WA 98407 5 11/15/96 00 0430129387 05 01/01/97 0 1513092091 O 12/01/26 0 1551636 074/G01 F 255,000.00 ZZ 360 254,828.90 1 2304 NOTTINGHAM COURT 8.000 1,871.10 75 7.750 1,871.10 340,000.00 FORT COLLINS CO 80526 5 12/10/96 00 0430130880 03 02/01/97 0 1513092230 O 01/01/27 0 1551637 074/G01 F 255,000.00 ZZ 360 254,673.68 1 4992 SOUTH 950 EAST 8.250 1,915.73 75 8.000 1,915.73 340,000.00 SOUTH OGDEN UT 84403 2 11/22/96 00 0430129064 05 01/01/97 0 1513092400 O 12/01/26 0 1551638 074/G01 F 116,000.00 ZZ 360 115,858.96 1 6120 WEST 5500 SOUTH 8.500 891.94 65 8.250 891.94 178,500.00 HOOPER UT 84315 5 11/22/96 00 0430129486 05 01/01/97 0 1513092411 O 12/01/26 0 1551639 074/G01 F 144,800.00 ZZ 360 144,707.67 1 14529 NORTHEAST 180TH ST 8.250 1,087.83 80 8.000 1,087.83 181,000.00 WOODINVILLE WA 98072 5 12/16/96 00 0430129502 05 02/01/97 0 1513092502 O 01/01/27 0 1551640 074/G01 F 235,800.00 ZZ 360 235,649.64 1 2714 NE 136TH STREET 8.250 1,771.49 90 8.000 1,771.49 262,000.00 VANCOUVER WA 98686 1 12/04/96 14 0430129528 03 02/01/97 25 1 1513093470 O 01/01/27 0 1551641 074/G01 F 320,000.00 ZZ 360 319,779.78 1 15310 POMPEII SQUARE 7.875 2,320.22 80 7.625 2,320.22 400,000.00 COLORADO SPRING CO 80921 2 12/06/96 00 0430129536 03 02/01/97 0 1513093822 O 01/01/27 0 1551642 074/G01 F 219,200.00 ZZ 360 219,045.29 1 4626 143RD AVENUE SOUTHEAST 7.750 1,570.38 80 7.500 1,570.38 274,000.00 BELLEVUE WA 98006 1 12/11/96 00 0430130922 05 02/01/97 0 1513094280 O 01/01/27 0 1551643 074/G01 F 254,600.00 ZZ 360 254,428.85 1 17791 OVERLOOK LANE 8.000 1,868.16 95 7.750 1,868.16 268,100.00 LAKE OSWEGO OR 97034 1 12/05/96 11 0430134965 05 02/01/97 30 1513094814 O 01/01/27 0 1551644 074/G01 F 252,000.00 ZZ 360 251,830.91 1 1701 EAST JOHN STREET 8.000 1,849.09 80 7.750 1,849.09 315,000.00 SEATTLE WA 98112 1 12/02/96 00 0430129205 05 02/01/97 0 1513095624 O 01/01/27 0 1551645 074/G01 F 97,600.00 ZZ 360 97,539.34 1 308 SOUTH 7TH STREET 8.375 741.83 80 8.125 741.83 122,000.00 BELLEVUE ID 83313 5 12/17/96 00 0430130914 05 02/01/97 0 1513096365 O 01/01/27 0 1 1551646 074/G01 F 550,000.00 ZZ 360 549,630.96 1 139 BIRNAM WOOD COURT 8.000 4,035.71 62 7.750 4,035.71 894,754.00 AUSTIN TX 78746 1 12/06/96 00 0430130864 03 02/01/97 0 1520003932 O 01/01/27 0 1551647 074/G01 F 408,750.00 ZZ 360 408,495.93 1 2008 CERCA VIEJO WAY 8.375 3,106.80 75 8.125 3,106.80 545,000.00 AUSTIN TX 78746 1 12/19/96 00 0430129239 05 02/01/97 0 1520005268 O 01/01/27 0 1551648 074/G01 F 248,800.00 ZZ 360 248,289.45 1 4 VILLAGE OAKS LANE 8.000 1,825.61 80 7.750 1,825.61 311,000.00 HOUSTON TX 77055 1 11/21/96 00 0430129296 05 01/01/97 0 1521031649 O 12/01/26 0 1551650 074/G01 F 315,000.00 ZZ 360 314,783.22 1 1911 WATERSIDE DR 7.875 2,283.97 80 7.625 2,283.97 393,870.00 MISSOURI CITY TX 77459 1 12/10/96 00 0430129346 03 02/01/97 0 1521033939 O 01/01/27 0 1551651 074/G01 F 62,900.00 ZZ 360 62,857.79 1 1217 HEMPHILL DRIVE 8.000 461.54 90 7.750 461.54 69,900.00 CLEBURNE TX 76031 1 12/17/96 10 0430126045 05 02/01/97 25 1525004273 O 01/01/27 0 1551652 074/G01 F 280,150.00 ZZ 360 279,957.20 1 19226 KRISTEN WAY 7.875 2,031.28 78 7.625 2,031.28 360,000.00 1 SAN ANTONIO TX 78258 2 12/06/96 00 0430129361 03 02/01/97 0 1526000540 O 01/01/27 0 1551653 074/G01 F 217,900.00 ZZ 360 217,764.56 1 9001 WILLOW BEND DRIVE 8.375 1,656.20 80 8.125 1,656.20 272,500.00 WOODWAY TX 76712 2 12/04/96 00 0430129270 05 02/01/97 0 1529000558 O 01/01/27 0 1551654 074/G01 F 476,300.00 ZZ 360 475,674.75 1 2198 SHEFFIELD RIDGE COURT 8.125 3,536.52 80 7.875 3,536.52 595,385.00 SAN JOSE CA 95138 1 11/15/96 00 0430127142 05 01/01/97 0 1561338341 O 12/01/26 0 1551655 074/G01 F 465,000.00 ZZ 360 464,679.98 1 20461 WILLIAMS AVENUE 7.875 3,371.58 77 7.625 3,371.58 611,000.00 SARATOGA CA 95070 1 12/04/96 00 0430130955 05 02/01/97 0 1561338782 O 01/01/27 0 1551656 074/G01 F 251,150.00 ZZ 360 250,820.29 1 506 RIVIERA PLACE 8.125 1,864.79 80 7.875 1,864.79 313,950.00 SAN RAMON CA 94583 1 11/15/96 00 0430130948 05 01/01/97 0 1561339311 O 12/01/26 0 1551657 074/G01 F 238,000.00 ZZ 360 237,732.15 1 5215 MUIRWOOD DRIVE 8.875 1,893.64 80 8.625 1,893.64 297,500.00 PLEASANTON CA 94588 2 11/18/96 00 0430129312 05 01/01/97 0 1561339537 O 12/01/26 0 1 1551659 074/G01 F 269,000.00 ZZ 360 268,645.69 1 52 GLENAIRE DRIVE 8.250 2,020.91 80 8.000 2,020.91 340,000.00 SAN RAFAEL CA 94901 2 11/18/96 00 0430130872 05 01/01/97 0 1561339945 O 12/01/26 0 1551660 074/G01 F 420,000.00 ZZ 360 419,405.21 1 10595 CRESTON DRIVE 7.750 3,008.94 78 7.500 3,008.94 544,000.00 LOS ALTOS CA 94024 5 11/20/96 00 0430130963 05 01/01/97 0 1561340897 O 12/01/26 0 1551661 074/G01 F 224,000.00 ZZ 360 223,874.42 1 748 DARTMOUTH AVENUE 8.875 1,782.25 80 8.625 1,782.25 280,000.00 SAN CARLOS CA 94070 2 12/03/96 00 0430129338 05 02/01/97 0 1561341266 O 01/01/27 0 1551662 074/G01 F 800,000.00 T 360 798,949.83 1 281 BEACH DRIVE 8.125 5,939.98 64 7.875 5,939.98 1,250,000.00 SOUTH LAKE TAHO CA 96150 1 11/25/96 00 0430126755 05 01/01/97 0 1561341448 O 12/01/26 0 1551663 074/G01 F 242,250.00 ZZ 360 241,939.98 1 5679 PASEO NAVARRO 8.250 1,819.95 95 8.000 1,819.95 255,000.00 PLEASANTON CA 94566 1 11/20/96 10 0430130898 05 01/01/97 30 1561341561 O 12/01/26 0 1551664 074/G01 F 360,000.00 ZZ 360 359,798.17 1 1 1260 EMERSON STREET 8.875 2,864.33 67 8.625 2,864.33 540,000.00 PALO ALTO CA 94301 1 12/02/96 00 0430130757 05 02/01/97 0 1561341619 O 01/01/27 0 1551665 074/G01 F 319,200.00 ZZ 360 318,985.82 2 397 ARLINGTON STREET 8.000 2,342.18 80 7.750 2,342.18 399,000.00 SAN FRANCISCO CA 94131 1 12/03/96 00 0430130906 05 02/01/97 0 1561341641 O 01/01/27 0 1551667 074/G01 F 525,000.00 T 360 524,647.73 1 7867 MONEY ROAD 8.000 3,852.27 62 7.750 3,852.27 860,000.00 NAPA CA 94558 2 12/09/96 00 0430126862 05 02/01/97 0 1561341991 O 01/01/27 0 1551668 074/G01 F 701,900.00 ZZ 360 701,452.41 1 26081 VIA ESTELITA 8.250 5,273.15 75 8.000 5,273.15 935,961.00 SAN JUAN CAPIST CA 92675 1 12/05/96 00 0430126276 05 02/01/97 0 1561342098 O 01/01/27 0 1551670 074/G01 F 325,000.00 ZZ 360 324,808.12 1 1189 CRESCENT DRIVE 8.625 2,527.82 74 8.375 2,527.82 445,000.00 SAN JOSE CA 95125 2 12/11/96 00 0430130773 05 02/01/97 0 1561342350 O 01/01/27 0 1551672 074/G01 F 346,450.00 ZZ 360 345,558.57 1 734 CHANTRY CIRCLE 9.000 2,787.62 90 8.750 2,787.62 385,000.00 SIMI VALLEY CA 93065 2 09/18/96 10 0430129395 03 11/01/96 25 1 1562167110 O 10/01/26 0 1551673 074/G01 F 245,700.00 ZZ 360 245,113.48 1 51 ELDERWOOD 8.625 1,911.03 90 8.375 1,911.03 273,025.00 ALISO VIEJO ARE CA 92656 1 09/25/96 10 0430129403 03 11/01/96 25 1562167812 O 10/01/26 0 1551674 074/G01 F 350,000.00 ZZ 360 349,552.09 1 24931 LORENZO COURT 8.250 2,629.44 67 8.000 2,629.44 523,124.00 CALABASAS CA 91302 4 10/29/96 00 0430130500 03 01/01/97 0 1562168553 O 12/01/26 0 1551676 074/G01 F 328,500.00 ZZ 360 328,079.61 1 1840 E 32ND STREET 8.250 2,467.91 90 8.000 2,467.91 365,000.00 TULSA OK 74105 1 11/15/96 11 0430129494 05 01/01/97 25 1563131720 O 12/01/26 0 1551677 074/G01 F 224,000.00 ZZ 360 223,732.28 1 RT 4 BOX 525 8.625 1,742.25 90 8.375 1,742.25 249,000.00 AFTON OK 74331 1 11/26/96 04 0430129478 05 01/01/97 25 1563136858 O 12/01/26 0 1551678 074/G01 F 1,130,500.00 ZZ 360 1,129,898.39 1 22880 N WESTERN AVENUE 9.125 9,198.12 63 8.875 9,198.12 1,822,355.00 EDMOND OK 73003 2 12/02/96 00 0430136283 05 02/01/97 0 1563137588 O 01/01/27 0 1 1551681 074/G01 F 250,000.00 ZZ 360 249,663.37 1 2801 TIMBER RIDGE DRIVE 8.000 1,834.41 72 7.750 1,834.41 348,000.00 DUNCAN OK 73533 4 11/27/96 00 0430134254 05 01/01/97 0 1563139404 O 12/01/26 0 1551682 074/G01 F 249,850.00 ZZ 360 249,686.56 1 9708 MISTY HOLLOW 8.125 1,855.13 95 7.875 1,855.13 263,000.00 OKLAHOMA CITY OK 73151 1 12/06/96 10 0430130492 05 02/01/97 30 1563139696 O 01/01/27 0 1551683 074/G01 F 449,700.00 ZZ 360 449,180.64 1 26 IMPERIAL WAY 8.750 3,537.80 75 8.500 3,537.80 599,632.00 SAN ANTONIO TX 78248 4 11/27/96 00 0430130674 03 01/01/97 0 1563139798 O 12/01/26 0 1551684 074/G01 F 91,500.00 ZZ 360 91,440.14 1 505 N PALM AVENUE W 8.125 679.39 75 7.875 679.39 122,000.00 BROKEN ARROW OK 74012 1 12/18/96 00 0430129510 05 02/01/97 0 1563140651 O 01/01/27 0 1551685 074/G01 F 139,000.00 ZZ 360 138,917.93 1 7709 SCARLET CIRCLE 8.625 1,081.13 54 8.375 1,081.13 262,000.00 EDMOND OK 73034 4 12/19/96 00 0430129569 05 02/01/97 0 1563141235 O 01/01/27 0 1551686 074/G01 F 243,000.00 ZZ 360 242,832.77 1 810 124TH AVENUE CT EAST 7.875 1,761.92 90 7.625 1,761.92 270,000.00 1 PUYALLUP WA 98372 1 12/02/96 10 0430129411 03 02/01/97 25 1565140776 O 01/01/27 0 1551687 074/G01 F 311,500.00 ZZ 360 310,841.15 1 19318 99TH AVE SE 8.500 2,395.17 70 8.250 2,395.17 445,000.00 SNOHOMISH WA 98290 5 11/21/96 00 0430129429 05 01/01/97 0 1565142181 O 12/01/26 0 1551688 074/G01 F 49,500.00 ZZ 360 49,300.92 1 715 G STREET 8.250 371.88 80 8.000 371.88 62,000.00 CENTRALIA WA 98531 5 10/22/96 00 0430129445 05 12/01/96 0 1565143253 O 11/01/26 0 1551689 074/G01 F 247,950.00 ZZ 360 247,624.50 1 2420 9TH AVENUE WEST 8.125 1,841.03 95 7.875 1,841.03 261,000.00 SEATTLE WA 98119 1 11/25/96 12 0430126508 05 01/01/97 30 1565144904 O 12/01/26 0 1551691 074/G01 F 130,000.00 ZZ 360 129,841.93 1 17197 MOUNTAIN VIEW RD 8.500 999.59 67 8.250 999.59 195,000.00 SISTERS OR 97759 5 11/20/96 00 0430134981 05 01/01/97 0 1565146240 O 12/01/26 0 1551692 074/G01 F 385,000.00 ZZ 360 384,741.67 1 6790 S SILLS RD 8.000 2,825.00 75 7.750 2,825.00 518,000.00 CLINTON WA 98236 5 12/04/96 00 0430129577 05 02/01/97 0 1565147094 O 01/01/27 0 1 1551693 074/G01 F 236,500.00 ZZ 360 236,352.99 1 5639 KIRKWOOD PLACE NORTH 8.375 1,797.58 79 8.125 1,797.58 300,500.00 SEATTLE WA 98103 2 12/09/96 00 0430130633 05 02/01/97 0 1565147174 O 01/01/27 0 1551694 074/G01 F 252,000.00 ZZ 360 251,826.57 1 3355 SILVER MEADOW LOOP ROAD 7.875 1,827.18 75 7.625 1,827.18 336,000.00 ATHOL ID 83801 5 12/05/96 00 0430130401 03 02/01/97 0 1565147640 O 01/01/27 0 1551695 074/G01 F 244,000.00 ZZ 360 243,844.40 1 9913 NE 155TH ST. 8.250 1,833.10 80 8.000 1,833.10 305,000.00 BOTHELL WA 98011 2 12/05/96 00 0430126581 09 02/01/97 0 1565147899 O 01/01/27 0 1551696 074/G01 F 476,800.00 ZZ 360 476,488.10 1 30730 NW NORTHRUP RD 8.125 3,540.23 71 7.875 3,540.23 675,000.00 HILLSBORO OR 97124 4 12/05/96 00 0430130294 05 02/01/97 0 1565148199 O 01/01/27 0 1551697 074/G01 F 294,500.00 ZZ 360 294,316.94 1 9652 42ND AVENUE NORTHEAST 8.375 2,238.42 95 8.125 2,238.42 310,000.00 SEATTLE WA 98115 1 12/18/96 04 0430126490 05 02/01/97 30 1565149555 O 01/01/27 0 1551699 074/G01 F 243,000.00 ZZ 360 242,696.86 1 1 580 GLYNN MEADOW LANE 8.375 1,846.98 90 8.125 1,846.98 270,000.00 ROSWELL GA 30075 4 11/18/96 01 0430130278 03 01/01/97 25 1566081730 O 12/01/26 0 1551700 074/G01 F 83,000.00 ZZ 360 82,896.46 1 167 LIGHTHOUSE POINT 8.375 630.86 56 8.125 630.86 150,000.00 SLIDELL LA 70458 1 11/26/96 00 0430130120 03 01/01/97 0 1566081887 O 12/01/26 0 1551702 074/G01 F 100,800.00 ZZ 360 100,674.24 1 3933 BRANTLEY DRIVE 8.375 766.16 80 8.125 766.16 126,000.00 AUSTELL GA 30001 2 11/22/96 00 0430130138 05 01/01/97 0 1566083270 O 12/01/26 0 1551703 074/G01 F 137,000.00 ZZ 360 136,829.10 1 5267 AMHURST DRIVE 8.375 1,041.30 75 8.125 1,041.30 183,000.00 NORCROSS GA 30092 2 11/27/96 00 0430130146 05 01/01/97 0 1566083736 O 12/01/26 0 1551704 074/G01 F 88,000.00 ZZ 360 87,878.46 1 4020 MANOR HOUSE DRIVE 7.875 638.07 80 7.625 638.07 110,000.00 MARIETTA GA 30062 2 11/26/96 00 0430130153 05 01/01/97 0 1566083893 O 12/01/26 0 1551705 074/G01 F 300,000.00 ZZ 360 299,635.21 1 1385 WOODLAND LAKE DRIVE 8.500 2,306.75 75 8.250 2,306.75 400,000.00 SNELLVILLE GA 30278 2 11/21/96 00 0430130161 05 01/01/97 0 1 1566083973 O 12/01/26 0 1551706 074/G01 F 105,000.00 ZZ 360 104,875.57 1 200 HUNTINGTON COURT 8.625 816.68 62 8.375 816.68 170,000.00 MACON GA 31210 5 11/27/96 00 0430130203 05 01/01/97 0 1566084025 O 12/01/26 0 1551707 074/G01 F 253,800.00 ZZ 360 253,458.26 1 1985 WYNRIDGE LANDING 8.000 1,862.30 90 7.750 1,862.30 282,000.00 ALPHARETTA GA 30202 2 11/22/96 01 0430129585 03 01/01/97 25 1566084218 O 12/01/26 0 1551709 074/G01 F 234,500.00 ZZ 360 234,354.24 1 1208 RIVERSOUND COURT 8.375 1,782.37 70 8.125 1,782.37 335,000.00 MARIETTA GA 30068 1 12/17/96 00 0430129619 03 02/01/97 0 1566085902 O 01/01/27 0 1551712 074/G01 F 265,500.00 ZZ 360 265,321.85 1 1936 PALMER DRIVE 8.000 1,948.15 90 7.750 1,948.15 296,000.00 OCEANSIDE CA 92056 2 12/04/96 10 0430129650 05 02/01/97 25 1567174134 O 01/01/27 0 1551713 074/G01 F 255,550.00 ZZ 360 255,374.13 1 3775 SOUTHRIDGE WAY 7.875 1,852.92 90 7.625 1,852.92 283,990.00 OCEANSIDE CA 92056 1 12/10/96 10 0430129643 03 02/01/97 25 1567174156 O 01/01/27 0 1 1551715 074/G01 F 329,000.00 ZZ 360 328,805.76 1 5737 BLOCH STREET 8.625 2,558.93 78 8.375 2,558.93 426,000.00 SAN DIEGO CA 92122 2 12/02/96 00 0430129833 05 02/01/97 0 1567174451 O 01/01/27 0 1551717 074/G01 F 352,000.00 ZZ 360 351,786.75 1 5632 BEAUMONT AVENUE 8.500 2,706.58 80 8.250 2,706.58 440,000.00 SAN DIEGO CA 92037 2 12/18/96 00 0430129593 05 02/01/97 0 1567175884 O 01/01/27 0 1551721 074/G01 F 218,700.00 ZZ 360 218,549.49 1 483 PEUTZ VALLEY ROAD 7.875 1,585.73 90 7.625 1,585.73 243,000.00 ALPINE CA 91901 1 12/02/96 14 0430129627 05 02/01/97 25 1567177100 O 01/01/27 0 1551722 074/G01 F 121,100.00 ZZ 360 121,030.32 1 25539 JESMOND DENE ROAD 8.750 952.70 75 8.500 952.70 161,500.00 ESCONDIDO CA 92026 1 12/06/96 00 0430129635 05 02/01/97 0 1567177700 O 01/01/27 0 1551725 074/G01 F 250,000.00 ZZ 360 249,836.46 1 23989 NORTH 119TH WAY 8.125 1,856.25 74 7.875 1,856.25 338,042.00 SCOTTSDALE AZ 85255 1 12/04/96 00 0430130534 03 02/01/97 0 1569146570 O 01/01/27 0 1551726 074/G01 F 231,350.00 ZZ 360 230,926.54 1 13490 EAST ONYX COURT 8.500 1,778.89 80 8.250 1,778.89 289,228.00 1 SCOTTSDALE AZ 85259 1 10/15/96 00 0430130526 03 12/01/96 0 1569146581 O 11/01/26 0 1551727 074/G01 F 406,800.00 T 360 406,547.14 1 23548 NORTH 119TH WAY 8.375 3,091.98 80 8.125 3,091.98 508,523.00 SCOTTSDALE AZ 85255 1 12/03/96 00 0430126573 03 02/01/97 0 1569148135 O 01/01/27 0 1551728 074/G01 F 54,400.00 ZZ 360 54,338.76 1 2141 COTTONTAIL ROAD 8.875 432.84 80 8.625 432.84 68,000.00 OVERGAARD AZ 85933 5 11/15/96 00 0430130609 05 01/01/97 0 1569154400 O 12/01/26 0 1551729 074/G01 F 448,000.00 ZZ 360 447,714.32 1 352 WEST BERRIDGE LANE 8.250 3,365.68 80 8.000 3,365.68 560,000.00 PHOENIX AZ 85013 5 12/05/96 00 0430127258 05 02/01/97 0 1569155130 O 01/01/27 0 1551730 074/G01 F 350,000.00 ZZ 360 349,552.10 1 19 GUADALUPE RD 8.250 2,629.43 78 8.000 2,629.43 450,000.00 TUBAC AZ 85646 2 11/15/96 00 0430129668 05 01/01/97 0 1569155232 O 12/01/26 0 1551731 074/G01 F 76,300.00 ZZ 360 76,209.57 1 8711 EAST WELDON AVENUE 8.625 593.46 75 8.375 593.46 101,750.00 SCOTTSDALE AZ 85251 1 11/14/96 00 0430130591 05 01/01/97 0 1569155378 O 12/01/26 0 1 1551733 074/G01 F 247,500.00 ZZ 360 246,674.68 1 6801 NORTH 1ST PLACE 8.625 1,925.03 75 8.375 1,925.03 330,000.00 PHOENIX AZ 85012 5 11/15/96 00 0430130575 03 01/01/97 0 1569155651 O 12/01/26 0 1551734 074/G01 F 100,000.00 T 360 99,936.23 1 14122 WEST PARADA DRIVE 8.250 751.27 63 8.000 751.27 159,860.00 SUN CITY WEST AZ 85375 1 12/12/96 00 0430126763 03 02/01/97 0 1569156982 O 01/01/27 0 1551735 074/G01 F 347,150.00 ZZ 360 346,682.57 1 7055 WINDWARD COURT 8.000 2,547.27 80 7.750 2,547.27 433,950.00 SAN JOSE CA 95135 1 11/19/96 00 0430129841 05 01/01/97 0 1573157537 O 12/01/26 0 1551736 074/G01 F 300,000.00 ZZ 360 299,298.70 1 7113 HEARTLAND WAY 8.000 2,201.30 71 7.750 2,201.30 424,990.00 SAN JOSE CA 95135 1 12/02/96 00 0430129858 05 02/01/97 0 1573158857 O 01/01/27 0 1551737 074/G01 F 299,950.00 ZZ 360 298,741.74 1 7051 LIVERY LANE 8.000 2,200.93 73 7.750 2,200.93 414,990.00 SAN JOSE CA 95135 1 11/06/96 00 0430129700 05 01/01/97 0 1573161363 O 12/01/26 0 1551738 074/G01 F 280,400.00 ZZ 360 280,031.90 1 1 7048 WINDWARD COURT 8.125 2,081.97 75 7.875 2,081.97 373,990.00 SAN JOSE CA 95135 1 11/18/96 00 0430129684 05 01/01/97 0 1573161590 O 12/01/26 0 1551742 074/G01 F 300,000.00 ZZ 360 299,616.08 1 3000 HARDWICK WAY 8.250 2,253.80 80 8.000 2,253.80 376,000.00 GRANITE BAY CA 95746 5 11/11/96 00 0430129866 03 01/01/97 0 1573163370 O 12/01/26 0 1551743 074/G01 F 329,250.00 ZZ 360 329,029.08 1 7112 HEARTLAND WAY 8.000 2,415.92 80 7.750 2,415.92 411,606.00 SAN JOSE CA 95135 1 12/04/96 00 0430129874 05 02/01/97 0 1573163391 O 01/01/27 0 1551744 074/G01 F 239,200.00 ZZ 360 238,909.14 1 1408 TENEIGHTH WAY 8.500 1,839.25 80 8.250 1,839.25 299,000.00 SACRAMENTO CA 95818 1 11/12/96 00 0430129882 05 01/01/97 0 1573163416 O 12/01/26 0 1551745 074/G01 F 296,250.00 ZZ 360 296,065.86 1 705 LA LEITA CIRCLE 8.375 2,251.72 75 8.125 2,251.72 395,000.00 SACRAMENTO CA 95864 5 12/06/96 00 0430130559 05 02/01/97 0 1573163664 O 01/01/27 0 1551746 074/G01 F 290,000.00 ZZ 360 289,619.30 1 869 A STREET 8.125 2,153.25 72 7.875 2,153.25 405,000.00 DAVIS CA 95616 5 11/19/96 00 0430129692 05 01/01/97 0 1 1573163733 O 12/01/26 0 1551747 074/G01 F 284,000.00 ZZ 360 283,804.55 1 3350 COVE CIRCLE 7.875 2,059.20 80 7.625 2,059.20 355,000.00 STOCKTON CA 95204 1 12/02/96 00 0430129718 03 02/01/97 0 1573164598 O 01/01/27 0 1551748 074/G01 F 292,100.00 ZZ 360 291,735.20 1 5081 WILLOW VALE WAY 8.375 2,220.18 89 8.125 2,220.18 330,000.00 ELK GROVE CA 95758 2 11/18/96 11 0430129734 05 01/01/97 25 1573164690 O 12/01/26 0 1551749 074/G01 F 76,500.00 ZZ 360 76,453.66 1 605 NORTH CIRCLE DRIVE 8.500 588.22 61 8.250 588.22 126,500.00 DIAMOND SPRINGS CA 95619 1 12/09/96 00 0430129767 05 02/01/97 0 1573164816 O 01/01/27 0 1551750 074/G01 F 300,000.00 ZZ 360 299,798.70 1 4151 HENSLEY CIRCLE 8.000 2,201.30 95 7.750 2,201.30 318,000.00 EL DORADO HILLS CA 95762 1 12/17/96 10 0430130518 05 02/01/97 30 1573164940 O 01/01/27 0 1551751 074/G01 F 312,000.00 ZZ 360 311,790.65 1 18922 PERIMETER ROAD 8.000 2,289.35 80 7.750 2,289.35 390,500.00 GRASS VALLEY CA 95949 5 12/06/96 00 0430130484 05 02/01/97 0 1573165375 O 01/01/27 0 1 1551752 074/G01 F 105,600.00 ZZ 360 105,534.36 1 2808 SUMMERFIELD COURT 8.375 802.64 80 8.125 802.64 132,000.00 WEST SACRAMENTO CA 95691 5 12/09/96 00 0430130468 05 02/01/97 0 1573166028 O 01/01/27 0 1551753 074/G01 F 410,000.00 ZZ 360 409,738.55 1 32 CRYSTAL DRIVE 8.250 3,080.20 10 8.000 3,080.20 4,200,000.00 CRYSTAL BAY NV 89402 5 12/12/96 00 0430127076 05 02/01/97 0 1573166061 O 01/01/27 0 1551754 074/G01 F 146,400.00 ZZ 360 146,304.23 1 430 COLOMA WAY 8.125 1,087.02 80 7.875 1,087.02 183,000.00 SACRAMENTO CA 95819 5 12/13/96 00 0430132761 05 02/01/97 0 1573166083 O 01/01/27 0 1551755 074/G01 F 150,400.00 ZZ 360 150,299.08 1 17000 PIPER LANE 8.000 1,103.59 80 7.750 1,103.59 188,000.00 PENN VALLEY CA 95946 5 12/11/96 00 0430129726 05 02/01/97 0 1573166119 O 01/01/27 0 1551756 074/G01 F 112,000.00 ZZ 360 111,932.14 1 7801 OLIVE STREET 8.500 861.19 80 8.250 861.19 140,000.00 OAKLAND CA 94621 5 12/16/96 00 0430130310 05 02/01/97 0 1573166797 O 01/01/27 0 1551757 074/G01 F 264,800.00 ZZ 360 264,626.79 1 2480 CHRISTIAN DRIVE 8.125 1,966.13 80 7.875 1,966.13 331,000.00 1 CHASKA MN 55318 4 12/06/96 00 0430129825 05 02/01/97 0 1576020700 O 01/01/27 0 1551759 074/G01 F 81,350.00 ZZ 360 81,267.52 1 18807 TWIN LAKES ROAD 9.375 676.63 75 9.125 676.63 108,500.00 ELK RIVER MN 55330 1 11/25/96 00 0430129890 05 01/01/97 0 1576023661 O 12/01/26 0 1551760 074/G01 F 520,000.00 ZZ 360 519,684.97 1 1 MONTCALM HILL 8.500 3,998.36 80 8.250 3,998.36 650,000.00 SAINT PAUL MN 55116 2 12/12/96 00 0430126565 05 02/01/97 0 1576031025 O 01/01/27 0 1551761 074/G01 F 100,000.00 ZZ 360 99,634.46 1 6210 DEERWOOD DRIVE 8.250 751.27 73 8.000 751.27 138,000.00 MOUND MN 55364 1 12/06/96 00 0430129908 05 01/01/97 0 1576032731 O 12/01/26 0 1551762 074/G01 F 300,000.00 ZZ 360 299,798.70 1 9545 VISTA DRIVE 8.000 2,201.30 80 7.750 2,201.30 375,000.00 LENEXA KS 66220 1 12/09/96 00 0430129742 03 02/01/97 0 1576033086 O 01/01/27 0 1551763 074/G01 F 100,000.00 ZZ 360 99,937.85 1 2021 GRAND AVENUE 8.375 760.07 73 8.125 760.07 138,500.00 ST PAUL MN 55105 1 12/02/96 00 0430130336 09 02/01/97 0 1576033360 O 01/01/27 0 1 1551764 074/G01 F 143,250.00 ZZ 360 143,057.12 1 8535 CEDAR HOLLOW LANE 8.000 1,051.12 90 7.750 1,051.12 159,185.00 HUNTERSVILLE NC 28078 1 11/27/96 14 0430129759 03 01/01/97 25 1577042399 O 12/01/26 0 1551765 074/G01 F 93,000.00 ZZ 360 92,816.24 1 412 LEDBETTER ROAD 8.125 690.53 80 7.875 690.53 117,000.00 TRAVELERS REST SC 29690 2 10/17/96 00 0430129809 05 12/01/96 0 1577053034 O 11/01/26 0 1551771 074/G01 F 80,000.00 ZZ 360 79,894.98 1 HIDDEN VALLEY ROAD 8.125 594.00 64 7.875 594.00 125,000.00 SHAFTSBURY VT 05262 5 11/27/96 00 0430129775 05 01/01/97 0 1580040063 O 12/01/26 0 1551772 074/G01 F 108,700.00 ZZ 360 108,526.23 1 50 BURROUGHS ROAD 7.875 788.16 75 7.625 788.16 145,000.00 BRAINTREE MA 02184 1 12/06/96 00 0430130476 05 01/01/97 0 1580041328 O 12/01/26 0 1551773 074/G01 F 241,600.00 ZZ 360 241,155.45 1 40872 COVENTRY ROAD 9.875 2,097.94 80 9.625 2,097.94 302,000.00 NOVI MI 48375 5 09/25/96 00 0430129783 05 11/01/96 0 1581069741 O 10/01/26 0 1551774 074/G01 F 268,000.00 ZZ 360 267,509.47 1 1 2046 ABNER LANE 8.500 2,060.69 80 8.250 2,060.69 338,000.00 HUDSON OH 44236 2 10/24/96 00 0430129791 05 12/01/96 0 1581072724 O 11/01/26 0 1551779 074/G01 F 88,000.00 ZZ 360 87,903.50 1 2059 GALLOWAY 9.000 708.07 80 8.750 708.07 110,000.00 AUBURN HILLS MI 48326 5 11/27/96 00 0430129999 05 01/01/97 0 1581076077 O 12/01/26 0 1551780 074/G01 F 88,000.00 ZZ 360 87,875.36 1 32681 MERRITT 7.750 630.45 79 7.500 630.45 112,000.00 WESTLAND MI 48185 5 11/22/96 00 0430135020 05 01/01/97 0 1581077739 O 12/01/26 0 1551781 074/G01 F 362,400.00 ZZ 360 361,992.16 1 1807 WATKINS LAKE ROAD 8.875 2,883.42 80 8.625 2,883.42 455,000.00 WATERFORD MI 48328 2 11/27/96 00 0430129916 05 01/01/97 0 1581079097 O 12/01/26 0 1551782 074/G01 F 278,000.00 ZZ 360 277,661.98 1 5181 VILLAGE COMMON DR 8.500 2,137.58 75 8.250 2,137.58 374,000.00 WEST BLOOMFIELD MI 48323 5 11/22/96 00 0430130344 05 01/01/97 0 1581079370 O 12/01/26 0 1551783 074/G01 F 365,000.00 ZZ 360 364,532.89 1 764 BUNKER COURT 8.250 2,742.13 53 8.000 2,742.13 692,920.00 RIVERWOODS IL 60015 1 12/03/96 00 0430129981 03 01/01/97 0 1 1583037021 O 12/01/26 0 1551784 074/G01 F 51,000.00 ZZ 360 50,936.38 1 9933 WEST TREETOP DRIVE 8.375 387.64 51 8.125 387.64 101,000.00 ORLAND PARK IL 60462 1 12/03/96 00 0430130013 01 01/01/97 0 1583038013 O 12/01/26 0 1551785 074/G01 F 67,800.00 ZZ 240 67,582.95 1 3339 OLD HIGHWAY 100 8.500 588.39 78 8.250 588.39 87,000.00 VILLA RIDGE MO 63089 5 11/22/96 00 0430130021 05 01/01/97 0 1583038716 O 12/01/16 0 1551786 074/G01 F 649,900.00 ZZ 360 649,474.87 1 119 OAK RIDGE DR E. 8.125 4,825.49 72 7.875 4,825.49 910,000.00 BURR RIDGE IL 60521 2 12/19/96 00 0430126771 05 02/01/97 0 1583039548 O 01/01/27 0 1551788 074/G01 F 80,250.00 ZZ 360 80,162.01 1 LOT 1 SHIRLEY FARMS 9.000 645.71 75 8.750 645.71 107,000.00 BERKELEY SPRING WV 25411 1 11/21/96 00 0430130062 05 01/01/97 0 1587048143 O 12/01/26 0 1551789 074/G01 F 500,000.00 ZZ 360 499,198.46 1 1301 HENNESSY TERRACE 8.500 3,844.57 63 8.250 3,844.57 800,000.00 SANDY SPRING MD 20860 5 11/15/96 00 0430130211 05 01/01/97 0 1587049521 O 12/01/26 0 1 1551790 074/G01 F 128,000.00 ZZ 360 127,926.35 1 8110 FORT HUNT ROAD 8.750 1,006.98 80 8.500 1,006.98 160,000.00 ALEXANDRIA VA 22308 5 12/04/96 00 0430129940 05 02/01/97 0 1587050032 O 01/01/27 0 1551791 074/G01 F 160,300.00 ZZ 360 160,100.03 1 1 MEADOWSTREET LANE 8.375 1,218.40 73 8.125 1,218.40 220,000.00 GREENVILLE SC 29615 1 11/22/96 00 0430129965 05 01/01/97 0 1587050123 O 12/01/26 0 1551792 074/G01 F 845,000.00 ZZ 360 843,862.24 1 8250 PONCE DE LEON BLVD 8.000 6,200.32 65 7.750 6,200.32 1,300,000.00 MIAMI FL 33143 2 11/22/96 00 0430130450 05 01/01/97 0 1589078735 O 12/01/26 0 1551795 074/G01 F 108,000.00 ZZ 360 107,823.95 1 6030 SOUTHWEST 88TH COURT 8.375 820.88 51 8.125 820.88 215,000.00 MIAMI FL 33173 2 11/22/96 00 0430130229 03 01/01/97 0 1589080599 O 12/01/26 0 1551796 074/G01 F 45,000.00 ZZ 360 44,975.41 1 12505 SOUTHWEST 189TH STREET 9.000 362.09 52 8.750 362.09 87,000.00 MIAMI FL 33177 5 12/12/96 00 0430129924 05 02/01/97 0 1589082390 O 01/01/27 0 1551797 074/G01 F 88,400.00 ZZ 360 88,239.61 1 4821 NORTHWEST 8TH DRIVE 8.875 703.36 75 8.625 703.36 117,900.00 1 PLANTATION FL 33317 1 12/02/96 00 0430129957 05 01/01/97 0 1589083032 O 12/01/26 0 1551798 074/G01 F 70,700.00 T 360 70,657.16 1 1085 BALD EAGLE DRIVE 8.500 543.63 70 B-207 8.250 543.63 101,000.00 NAPLES FL 34145 1 12/06/96 00 0430126821 08 02/01/97 0 1589084964 O 01/01/27 0 1551799 074/G01 F 95,200.00 ZZ 360 95,143.79 1 210 174TH STREET #1402 8.625 740.46 70 8.375 740.46 136,000.00 MIAMI BEACH FL 33160 1 12/06/96 00 0430126797 08 02/01/97 0 1589085082 O 01/01/27 0 1551801 074/G01 F 96,750.00 ZZ 360 96,632.35 1 1501 NEW HAMPSHIRE AVENUE 8.500 743.93 80 8.250 743.93 121,000.00 TAVARES FL 32778 5 11/26/96 00 0430129973 05 01/01/97 0 1590024610 O 12/01/26 0 1551802 074/G01 F 61,000.00 ZZ 360 60,919.91 1 1006 NORTH 23RD STREET 8.125 452.93 71 7.875 452.93 86,000.00 JACKSONVILLE BE FL 32250 1 11/27/96 00 0430130443 05 01/01/97 0 1590028224 O 12/01/26 0 1551819 074/G01 F 354,000.00 ZZ 360 353,197.29 1 2814 HADDINGTON DRIVE 8.875 2,816.59 79 8.625 2,816.59 450,000.00 LOS ANGELES CA 90064 5 09/20/96 00 0430130054 05 11/01/96 0 1596006199 O 10/01/26 0 1 1551820 074/G01 F 284,600.00 ZZ 360 284,196.96 1 20480 NASHVILLE STREET 7.750 2,038.91 64 7.500 2,038.91 450,000.00 CHATSWORTH CA 91311 4 11/06/96 00 0430134262 03 01/01/97 0 1596008070 O 12/01/26 0 1551822 074/G01 F 787,500.00 ZZ 360 786,971.60 1 4016 20TH STREET 8.000 5,778.40 75 7.750 5,778.40 1,050,000.00 SAN FRANCISCO CA 94114 2 12/16/96 00 0430126359 05 02/01/97 0 1596012577 O 01/01/27 0 1551824 074/G01 F 712,500.00 ZZ 360 712,045.66 1 4061 AND 4063 DONLON ROAD 8.250 5,352.78 75 8.000 5,352.78 950,000.00 SOMIS CA 93066 1 12/09/96 00 0430126334 05 02/01/97 0 1596014936 O 01/01/27 0 1551826 074/G01 F 948,700.00 ZZ 360 948,047.10 1 16892 CALLE DE SARAH 7.875 6,878.74 75 7.625 6,878.74 1,265,000.00 PACIFIC PALISAD CA 90272 2 12/05/96 00 0430135038 03 02/01/97 0 1596015597 O 01/01/27 0 1551827 074/G01 F 226,850.00 ZZ 360 226,559.69 1 6155 VERDURA AVENUE 8.250 1,704.25 95 8.000 1,704.25 238,800.00 GOLETA CA 93117 1 12/09/96 11 0430130070 05 02/01/97 30 1596015790 O 01/01/27 0 1551828 074/G01 F 560,000.00 ZZ 360 559,226.69 1 1 3035 KAMUELA PLACE 7.875 4,060.39 80 7.625 4,060.39 700,000.00 HONOLULU HI 96817 5 11/12/96 00 0430126557 05 01/01/97 0 1596015870 O 12/01/26 0 1551830 074/G01 F 328,000.00 ZZ 360 327,580.24 1 230 DOVE COURT 8.250 2,464.16 80 8.000 2,464.16 410,000.00 ARROYO GRANDE CA 93420 1 11/25/96 00 0430130393 03 01/01/97 0 1596016953 O 12/01/26 0 1551832 074/G01 F 315,000.00 ZZ 360 314,586.49 1 2846 WESTSHIRE DRIVE 8.125 2,338.87 90 7.875 2,338.87 350,000.00 LOS ANGELES CA 90068 1 11/20/96 11 0430130187 05 01/01/97 25 1596017050 O 12/01/26 0 1551833 074/G01 F 825,000.00 ZZ 360 823,889.19 1 4310 SUTTON PLACE 8.000 6,053.56 75 7.750 6,053.56 1,100,000.00 SHERMAN OAKS CA 91403 1 11/25/96 00 0430126300 05 01/01/97 0 1596017231 O 12/01/26 0 1551835 074/G01 F 307,450.00 ZZ 360 307,248.88 1 3330 SOUTH ALLEGHENY COURT 8.125 2,282.81 90 7.875 2,282.81 342,000.00 WESTLAKE VILLAG CA 91362 1 12/06/96 11 0430131102 05 02/01/97 25 1596017333 O 01/01/27 0 1551842 074/G01 F 300,000.00 T 360 299,803.75 1 39611 MALLARD 8.125 2,227.50 80 7.875 2,227.50 376,000.00 BASS LAKE CA 93604 5 12/12/96 00 0430126532 05 02/01/97 0 1 1596018664 O 01/01/27 0 1551847 074/G01 F 218,350.00 ZZ 360 218,214.28 1 1156 OAKMEADOW CT 8.375 1,659.62 90 8.125 1,659.62 242,633.00 GURNEE IL 60031 1 12/11/96 10 0430131177 03 02/01/97 25 1601142194 O 01/01/27 0 1551848 074/G01 F 237,600.00 ZZ 360 237,325.60 1 7513 WEST WINONA 8.750 1,869.20 90 8.500 1,869.20 264,000.00 HARWOOD HEIGHTS IL 60656 1 11/26/96 10 0430131185 05 01/01/97 25 1604084108 O 12/01/26 0 1551849 074/G01 F 260,000.00 ZZ 360 259,483.49 1 81 DANADA 8.500 1,999.18 80 8.250 1,999.18 325,000.00 WHEATON IL 60187 1 10/18/96 00 0430131193 05 12/01/96 0 1613019763 O 11/01/26 0 1551851 074/G01 F 281,250.00 ZZ 360 280,748.27 2 5314 N. MAGNOLIA AVENUE 8.625 2,187.53 75 8.375 2,187.53 375,000.00 CHICAGO IL 60618 2 10/25/96 00 0430131219 05 12/01/96 0 1626004259 O 11/01/26 0 1551852 074/G01 F 234,000.00 ZZ 360 233,842.99 1 6528 LORAN 8.000 1,717.01 94 7.750 1,717.01 250,000.00 ST LOUIS MO 63109 1 12/30/96 01 0430131227 05 02/01/97 30 1632020748 O 01/01/27 0 1 1551853 074/G01 F 239,800.00 ZZ 360 239,261.73 1 252 EAST COLUMBINE LANE 7.875 1,738.72 85 7.625 1,738.72 282,420.00 WESTFIELD IN 46074 1 11/26/96 01 0430131235 03 01/01/97 25 1641050207 O 12/01/26 0 1551854 074/G01 F 311,000.00 ZZ 360 310,369.78 1 14211 DUNWOOD VALLEY DRIVE 8.000 2,282.01 90 7.750 2,282.01 346,000.00 BOWIE MD 20721 2 10/25/96 14 0430131243 03 12/01/96 25 1701130062 O 11/01/26 0 1551855 074/G01 F 239,200.00 ZZ 360 238,518.12 1 4221 EAGLES WING COURT 7.750 1,713.66 80 7.500 1,713.66 299,000.00 ELLICOTT CITY MD 21042 1 09/04/96 00 0430131250 05 11/01/96 0 1731139350 O 10/01/26 0 1551856 074/G01 F 190,400.00 ZZ 360 190,268.97 1 8162 SHIPS CURVE LANE 7.875 1,380.53 80 7.625 1,380.53 238,000.00 SPRINGFIELD VA 22153 2 12/06/96 00 0430131268 03 02/01/97 0 1761094910 O 01/01/27 0 1551857 074/G01 F 391,200.00 ZZ 360 390,686.47 1 13 WEST MAPLE STREET 8.125 2,904.65 80 7.875 2,904.65 489,000.00 ALEXANDRIA VA 22301 1 11/15/96 00 0430131276 05 01/01/97 0 1761095152 O 12/01/26 0 1551859 074/G01 F 242,250.00 ZZ 360 242,103.25 1 11 BIRKDALE ROAD 8.500 1,862.69 85 8.250 1,862.69 285,058.00 1 FALMOUTH ME 04101 1 12/06/96 04 0430133397 03 02/01/97 12 1811064771 O 01/01/27 0 1551860 074/G01 F 584,800.00 ZZ 360 584,158.74 1 110 WEAVER LANE 9.000 4,705.43 64 8.750 4,705.43 920,000.00 TISBURY MA 02568 4 11/22/96 00 0430133231 05 01/01/97 0 1811066019 O 12/01/26 0 1551863 074/G01 F 75,000.00 ZZ 360 74,948.39 1 40 LEAHY DRIVE 7.875 543.80 58 7.625 543.80 130,000.00 BRISTOL RI 02809 5 12/20/96 00 0430133405 05 02/01/97 0 1814059202 O 01/01/27 0 1551865 074/G01 F 910,000.00 ZZ 360 909,515.73 1 BEN AYERS RD 9.125 7,404.06 65 8.875 7,404.06 1,400,000.00 MOULTONBOROUGH NH 03254 5 12/20/96 00 0430133439 05 02/01/97 0 1815016668 O 01/01/27 0 1551866 074/G01 F 335,000.00 ZZ 360 334,786.39 1 19 DEERHAVEN ROAD 8.250 2,516.74 70 8.000 2,516.74 480,000.00 MOULTONBOROUGH NH 03254 2 12/16/96 00 0430133249 05 02/01/97 0 1815016760 O 01/01/27 0 1551867 074/G01 F 209,600.00 ZZ 360 209,455.75 1 23 GROGAN PATH 7.875 1,519.75 80 7.625 1,519.75 262,000.00 MARLBOROUGH MA 01752 1 12/20/96 00 0430135061 05 02/01/97 0 1815018007 O 01/01/27 0 1 1551868 074/G01 F 228,700.00 ZZ 360 228,564.97 1 134 STATE ROAD 8.625 1,778.81 75 8.375 1,778.81 308,000.00 VINEYARD HAVEN MA 02568 2 12/24/96 00 0430133447 05 02/01/97 0 1816000594 O 01/01/27 0 1551881 633/G01 F 253,000.00 ZZ 360 252,825.88 1 957 LEIGHTON WAY 7.875 1,834.43 80 7.625 1,834.43 320,000.00 SUNNYVALE CA 94087 2 12/18/96 00 0430126177 05 02/01/97 0 674811 O 01/01/27 0 1551898 696/G01 F 197,600.00 ZZ 360 197,600.00 1 7031 BEDROCK ROAD 9.000 1,589.93 80 8.750 1,589.93 247,000.00 ALEXANDRIA VA 22306 1 01/13/97 00 0430124487 03 03/01/97 0 2089314 O 02/01/27 0 1551907 F27/G01 F 227,550.00 ZZ 360 227,260.69 1 6800 FOX SEDGE COURT 8.250 1,709.51 90 8.000 1,709.51 252,850.00 ELDERSBURG MD 21784 1 11/15/96 14 0430138941 03 01/01/97 25 UNKNOWN O 12/01/26 0 1551926 601/G01 F 315,000.00 ZZ 360 314,804.21 1 11049 LAUREL HILL DRIVE 8.375 2,394.23 90 8.125 2,394.23 350,650.00 ORLAND PARK IL 60462 1 12/31/96 12 0430131441 05 02/01/97 25 1111605 O 01/01/27 0 1551937 E22/G01 F 100,000.00 ZZ 360 100,000.00 1 1 3132 SOUTH CANAL DR 8.500 768.91 75 8.250 768.91 133,974.00 PALM HARBOR FL 34684 5 01/06/97 00 0410237929 05 03/01/97 0 410237929 O 02/01/27 0 1551965 601/G01 F 261,000.00 ZZ 360 260,824.87 1 116 PADDOCK ROAD 8.000 1,915.13 90 7.750 1,915.13 290,000.00 NICHOLASVILLE KY 40356 2 12/26/96 04 0430131763 05 02/01/97 25 1113941 O 01/01/27 0 1551990 685/G01 F 195,100.00 ZZ 360 195,100.00 1 13822 SOPHIE COURT 8.250 1,465.72 80 8.000 1,465.72 243,900.00 WESTMINSTER CA 92683 1 01/08/97 00 0430125435 03 03/01/97 0 106401 O 02/01/27 0 1552011 369/G01 F 500,000.00 ZZ 360 499,689.21 1 4245 TRILLIUM LANE EAST 8.375 3,800.37 76 8.125 3,800.37 665,000.00 MINNETRISTA MN 55364 1 12/31/96 00 0430133694 03 02/01/97 0 0049706344 O 01/01/27 0 1552015 369/G01 F 339,600.00 ZZ 360 339,372.13 1 77 MCCASKILL ROAD EAST 8.000 2,491.87 73 7.750 2,491.87 470,000.00 PINEHURST NC 28374 5 12/19/96 00 0430138230 05 02/01/97 0 0049465602 O 01/01/27 0 1552025 685/G01 F 276,000.00 ZZ 360 276,000.00 1 2021 SOUTH LA QUINTA COURT 8.000 2,025.19 80 7.750 2,025.19 345,000.00 LA HABRA CA 90631 1 01/10/97 00 0430129304 03 03/01/97 0 1 106606 O 02/01/27 0 1552027 685/G01 F 286,000.00 ZZ 360 286,000.00 1 7005 ABBOTTSWOOD DRIVE 8.250 2,148.62 80 8.000 2,148.62 357,500.00 RANCHO PALOS VE CA 90275 1 01/09/97 00 0430143693 05 03/01/97 0 106577 O 02/01/27 0 1552028 420/G01 F 120,000.00 ZZ 360 120,000.00 1 7400 UVA DRIVE 8.000 880.52 51 7.750 880.52 237,000.00 REDWOOD VALLEY CA 95470 1 01/07/97 00 0430133199 05 03/01/97 0 345595 O 02/01/27 0 1552030 633/G01 F 249,000.00 ZZ 360 249,000.00 1 3492 SUNCREST AVENUE 7.750 1,783.87 80 7.500 1,783.87 315,000.00 SAN JOSE CA 95132 2 01/06/97 00 0430133751 05 03/01/97 0 674891 O 02/01/27 0 1552034 B57/G01 F 410,000.00 ZZ 360 410,000.00 1 5763 BUSCH DRIVE 8.000 3,008.44 69 7.750 3,008.44 600,000.00 MALIBU CA 90265 2 01/15/97 00 0430133686 05 03/01/97 0 9610812 O 02/01/27 0 1552036 698/G01 F 156,000.00 ZZ 360 156,000.00 1 326 NORTH COUNTRY LANE 8.500 1,199.51 80 8.250 1,199.51 195,000.00 FRUIT HEIGHTS UT 84037 1 01/09/97 00 0430132464 05 03/01/97 0 10502788 O 02/01/27 0 1 1552039 B57/G01 F 107,500.00 ZZ 360 107,500.00 1 950 MISTY CANYON AVE 8.250 807.62 44 8.000 807.62 247,000.00 THOUSAND OAKS CA 91362 1 01/16/97 00 0430134056 01 03/01/97 0 9710042 O 02/01/27 0 1552043 B75/G01 F 500,000.00 ZZ 360 500,000.00 1 1510 FRANCESCHI ROAD 8.250 3,756.33 80 8.000 3,756.33 625,000.00 SANTA BARBARA CA 93103 1 01/02/97 00 0430133801 05 03/01/97 0 2856490 O 02/01/27 0 1552055 776/G01 F 182,960.00 ZZ 360 182,960.00 1 740 HARPER STREET 8.375 1,390.63 80 8.125 1,390.63 228,700.00 SIMI VALLEY CA 93065 1 01/06/97 00 0430131318 05 03/01/97 0 2141174 O 02/01/27 0 1552058 964/G01 F 202,800.00 ZZ 360 202,800.00 1 2620 CHATEAU LANE 8.125 1,505.78 80 7.875 1,505.78 253,500.00 DAVIS CA 95616 1 01/08/97 00 0430125708 05 03/01/97 0 20967 O 02/01/27 0 1552062 313/G01 F 547,450.00 ZZ 360 547,450.00 1 10751 SE MARILYN COURT 7.875 3,969.40 75 7.625 3,969.40 729,950.00 PORTLAND OR 97266 1 01/08/97 00 0430125518 05 03/01/97 0 6009989 O 02/01/27 0 1552087 180/G01 F 327,000.00 ZZ 360 326,774.96 1 2716 PRESTON COURT 7.875 2,370.98 57 7.625 2,370.98 580,000.00 1 MOUNTAIN VIEW CA 94040 2 12/04/96 00 0430137257 05 02/01/97 0 4628392 O 01/01/27 0 1552091 A50/A50 F 170,000.00 ZZ 360 169,885.93 1 2501 MAXWELL LOOP ROAD 8.000 1,247.40 71 7.750 1,247.40 240,000.00 TUSCALOOSA AL 35405 2 11/27/96 00 UNKNOWN 05 02/01/97 0 UNKNOWN O 01/01/27 0 1552095 601/G01 F 429,750.00 ZZ 360 429,489.65 1 2 E MEADOW LANE 8.500 3,304.41 80 8.250 3,304.41 537,228.00 LEWISBURG WV 24925 4 12/31/96 00 0430131680 05 02/01/97 0 1108538 O 01/01/27 0 1552152 E22/G01 F 95,000.00 ZZ 360 95,000.00 1 2908 WALDEN ROAD 8.750 747.37 66 8.500 747.37 145,000.00 FAYETTEVILLE NC 28304 5 01/10/97 00 0410339295 05 03/01/97 0 410339295 O 02/01/27 0 1552154 E22/G01 F 367,000.00 ZZ 360 367,000.00 1 24603 EAST TUM TUM DRIVE 8.750 2,887.19 70 8.500 2,887.19 525,000.00 LIBERTY LAKE WA 99019 5 01/09/97 00 0410220487 05 03/01/97 0 410220487 O 02/01/27 0 1552162 E22/G01 F 335,000.00 ZZ 360 335,000.00 1 11755 NEW AVENUE 8.125 2,487.37 70 7.875 2,487.37 485,000.00 GILROY CA 95020 1 01/09/97 00 0410345649 05 03/01/97 0 410345649 O 02/01/27 0 1 1552186 E23/G01 F 280,000.00 ZZ 360 279,094.89 1 2775 LAS PALMAS COVE 8.250 2,103.55 80 8.000 2,103.55 350,000.00 DEL MAR CA 92014 2 10/10/96 00 0430128561 05 12/01/96 0 106987 O 11/01/26 0 1552192 369/G01 F 281,000.00 ZZ 360 280,829.77 1 19613 MIDDLETOWN ROAD 8.500 2,160.65 75 8.250 2,160.65 375,000.00 FREELAND MD 21053 5 12/23/96 00 0430132944 05 02/01/97 0 0060217361 O 01/01/27 0 1552193 369/G01 F 325,000.00 ZZ 360 324,528.05 1 11102 HIDDEN TRAIL DRIVE 7.625 2,300.33 59 7.375 2,300.33 556,037.00 OWINGS MILLS MD 21117 2 11/27/96 00 0430146266 05 01/01/97 0 0049016447 O 12/01/26 0 1552194 369/G01 F 550,000.00 ZZ 360 549,630.96 1 7195 E CABALLO CIRCLE 8.000 4,035.71 55 7.750 4,035.71 1,000,000.00 PARADISE VALLEY AZ 85253 5 12/23/96 00 0430137000 05 02/01/97 0 0060115318 O 01/01/27 0 1552209 964/G01 F 148,000.00 BB 360 148,000.00 1 1201 BRASS LANTERN DRIVE 8.875 1,177.55 80 8.625 1,177.55 185,000.00 LA HABRA CA 90631 1 01/03/97 00 0430129262 05 03/01/97 0 22009 O 02/01/27 0 1552213 964/G01 F 124,000.00 ZZ 360 123,920.93 1 1 8041 GREENLY DRIVE 8.250 931.57 80 8.000 931.57 155,000.00 OAKLAND CA 94605 2 12/27/96 00 0430127696 05 02/01/97 0 21276 O 01/01/27 0 1552214 964/G01 F 345,200.00 ZZ 360 344,962.44 1 539 FRANKLIN PLACE 7.875 2,502.94 80 7.625 2,502.94 431,500.00 MONROVIA CA 91016 1 12/20/96 00 0430127720 05 02/01/97 0 21772 O 01/01/27 0 1552217 964/G01 F 107,200.00 ZZ 360 107,200.00 1 165 STANFORD 8.125 795.96 80 7.875 795.96 134,000.00 IRVINE CA 92612 1 01/08/97 00 0430128017 01 03/01/97 0 21138 O 02/01/27 0 1552218 964/G01 F 168,000.00 ZZ 360 167,890.10 1 2225 VICTORIA DRIVE 8.125 1,247.40 80 7.875 1,247.40 210,000.00 FULLERTON CA 92831 1 12/23/96 00 0430128074 05 02/01/97 0 21786 O 01/01/27 0 1552222 964/G01 F 216,750.00 ZZ 360 216,604.56 1 19281 SURFWAVE DRIVE 8.000 1,590.44 75 7.750 1,590.44 291,315.00 HUNTINGTON BEAC CA 92648 1 12/06/96 00 0430128223 03 02/01/97 0 21236 O 01/01/27 0 1552249 964/G01 F 151,750.00 ZZ 360 151,645.57 1 3508 CHESTNUT DRIVE 7.875 1,100.29 80 7.625 1,100.29 189,690.00 NORCO CA 91760 1 12/23/96 00 0430128405 05 02/01/97 0 1 21766 O 01/01/27 0 1552255 964/G01 F 172,000.00 ZZ 360 171,884.59 1 20558 EAST GERNSIDE DRIVE 8.000 1,262.08 80 7.750 1,262.08 215,000.00 DIAMOND BAR CA 91789 1 12/19/96 00 0430128538 05 02/01/97 0 21856 O 01/01/27 0 1552421 E22/G01 F 234,000.00 ZZ 360 234,000.00 1 443 UPTON STREET 8.250 1,757.96 90 8.000 1,757.96 260,000.00 REDWOOD CITY CA 94063 1 01/14/97 04 0410345631 05 03/01/97 25 410345631 O 02/01/27 0 1552424 E22/G01 F 90,000.00 ZZ 360 90,000.00 1 2165 COROVAL DRIVE 8.500 692.02 72 8.250 692.02 125,000.00 SACRAMENTO CA 95833 2 01/14/97 00 0410276489 05 03/01/97 0 410276489 O 02/01/27 0 1552471 964/G01 F 157,600.00 ZZ 360 157,491.54 1 17252 GARDNER AVENUE 7.875 1,142.71 80 7.625 1,142.71 197,000.00 RIVERSIDE CA 92504 1 12/30/96 00 0430132563 05 02/01/97 0 21883 O 01/01/27 0 1552503 562/G01 F 295,000.00 ZZ 360 295,000.00 1 12 CLEARWATER COURT 9.250 2,426.90 75 9.000 2,426.90 395,000.00 MAHWAH NJ 07430 1 01/16/97 00 0430132092 05 03/01/97 0 531293 O 02/01/27 0 1 1552508 927/G01 F 201,000.00 ZZ 360 201,000.00 1 17235 BROOKSIDE BOULEVARD NE 8.500 1,545.52 69 8.250 1,545.52 295,000.00 SEATTLE WA 98155 2 01/02/97 00 0430133298 05 03/01/97 0 288985 O 02/01/27 0 1552515 074/G01 F 456,000.00 ZZ 360 455,716.57 1 2703 CYPRESS MANOR 8.375 3,465.93 80 8.125 3,465.93 570,000.00 FORT LAUDERDALE FL 33327 1 12/17/96 00 0430133454 03 02/01/97 0 1302019369 O 01/01/27 0 1552516 074/G01 F 92,800.00 ZZ 360 92,736.14 1 4800 BAKER PLANTATION DRIVE 7.875 672.86 80 7.625 672.86 116,000.00 ACWORTH GA 30101 5 12/13/96 00 0430133462 03 02/01/97 0 1371118224 O 01/01/27 0 1552517 074/G01 F 217,700.00 ZZ 360 217,553.92 1 9010 BATEAU LANE 8.000 1,597.41 80 7.750 1,597.41 272,186.00 KNOXVILLE TN 37922 1 12/12/96 00 0430133058 03 02/01/97 0 1502064006 O 01/01/27 0 1552518 074/G01 F 235,800.00 ZZ 360 235,513.29 1 17300 KINZIE STREET 8.500 1,813.10 90 8.250 1,813.10 262,000.00 NORTHRIDGE CA 91325 1 11/19/96 11 0430132787 05 01/01/97 25 1502066872 O 12/01/26 0 1552520 074/G01 F 400,000.00 ZZ 360 399,731.61 1 8201 KIMBERSHELL PLACE 8.000 2,935.06 75 7.750 2,935.06 540,000.00 1 RICHMOND VA 23229 1 12/09/96 00 0430135129 03 02/01/97 0 1507213384 O 01/01/27 0 1552522 074/G01 F 311,200.00 ZZ 360 310,801.76 1 3207 NORTHEAST 25TH STREET 8.250 2,337.94 80 8.000 2,337.94 389,000.00 RENTON WA 98056 2 11/14/96 00 0430132803 03 01/01/97 0 1513086940 O 12/01/26 0 1552523 074/G01 F 199,200.00 ZZ 360 198,935.87 1 2119 SOUTH BROADMOOR STREET 8.125 1,479.05 80 7.875 1,479.05 249,000.00 SALT LAKE CITY UT 84109 5 11/15/96 00 0430132811 05 01/01/97 0 1513087998 O 12/01/26 0 1552524 074/G01 F 352,000.00 ZZ 360 351,508.91 1 11239 SHELTERWOOD LANE 8.000 2,582.85 80 7.750 2,582.85 440,000.00 DALLAS TX 75229 1 11/14/96 00 0430132829 05 01/01/97 0 1524003173 O 12/01/26 0 1552525 074/G01 F 1,000,000.00 ZZ 360 999,362.33 1 5885 BRUCE DRIVE 8.250 7,512.67 67 8.000 7,512.67 1,500,000.00 DANVILLE CA 94506 2 12/02/96 00 0430136309 05 02/01/97 0 1561340514 O 01/01/27 0 1552526 074/G01 F 394,000.00 ZZ 360 393,508.49 1 235 EDGEHILL WAY 8.375 2,994.69 71 8.125 2,994.69 555,000.00 SAN FRANCISCO CA 94127 2 11/20/96 00 0430132837 05 01/01/97 0 1561341073 O 12/01/26 0 1 1552528 074/G01 F 243,000.00 ZZ 360 242,672.80 1 3939 SW DOSCH RD 8.000 1,783.05 90 7.750 1,783.05 270,000.00 PORTLAND OR 97201 1 11/14/96 10 0430135137 05 01/01/97 25 1565145769 O 12/01/26 0 1552530 074/G01 F 114,800.00 ZZ 360 114,721.00 1 4212 PALO DURO NE 7.875 832.38 80 7.625 832.38 143,500.00 ALBUQUERQUE NM 87110 5 12/16/96 00 0430131565 05 02/01/97 0 1569156778 O 01/01/27 0 1552531 074/G01 F 284,000.00 ZZ 360 283,827.95 1 4538 MOUNTAINGATE DRIVE 8.500 2,183.72 80 8.250 2,183.72 355,000.00 ROCKLIN CA 95765 2 12/11/96 00 0430131706 05 02/01/97 0 1573162639 O 01/01/27 0 1552532 074/G01 F 400,000.00 ZZ 360 399,744.93 1 8580 WINDING WAY 8.250 3,005.07 80 8.000 3,005.07 502,000.00 FAIR OAKS CA 95628 5 12/09/96 00 0430131748 05 02/01/97 0 1573166050 O 01/01/27 0 1552533 074/G01 F 115,500.00 ZZ 360 115,428.20 1 364 WEST FREMONT AVENUE 8.375 877.89 70 8.125 877.89 165,000.00 LITTLETON CO 80120 5 12/20/96 00 0430131813 05 02/01/97 0 1579040215 O 01/01/27 0 1552534 074/G01 F 238,000.00 ZZ 360 237,863.07 1 1 5020 NORDONI 8.750 1,872.35 70 8.500 1,872.35 340,000.00 DRYDEN TOWNSHIP MI 48930 4 12/09/96 00 0430133272 05 02/01/97 0 1581079814 O 01/01/27 0 1552535 074/G01 F 76,800.00 ZZ 360 76,748.46 1 21030 BALL AVENUE 8.000 563.54 80 7.750 563.54 96,000.00 EUCLID OH 44123 2 12/23/96 00 0430133488 05 02/01/97 0 1581082488 O 01/01/27 0 1552536 074/G01 F 186,000.00 ZZ 360 185,868.72 1 13821 SPRINGSTONE DRIVE 7.750 1,332.53 54 7.500 1,332.53 350,000.00 CLIFTON VA 22024 2 12/11/96 00 0430133280 03 02/01/97 0 1587050000 O 01/01/27 0 1552537 074/G01 F 246,000.00 ZZ 360 245,858.46 1 4506 COUNTRY GATE COURT 8.750 1,935.29 74 8.500 1,935.29 335,000.00 VALRICO FL 33594 2 12/18/96 00 0430132795 05 02/01/97 0 1589086915 O 01/01/27 0 1552721 685/G01 F 251,500.00 ZZ 360 251,500.00 1 708 LOMA ADRIA 8.250 1,889.44 80 8.000 1,889.44 316,876.00 SAN CLEMENTE CA 92672 1 01/10/97 00 0430129189 03 03/01/97 0 106584 O 02/01/27 0 1552725 685/G01 F 127,500.00 ZZ 360 127,500.00 1 27 ROLLING HILLS DRIVE 8.000 935.55 73 7.750 935.55 175,000.00 POMONA AREA CA 91766 2 01/13/97 00 0430128876 05 03/01/97 0 1 106604 O 02/01/27 0 1552792 369/G01 F 223,200.00 ZZ 360 223,042.47 1 11209 198TH AVE S E 7.750 1,599.03 80 7.500 1,599.03 279,000.00 ISSAQUAH WA 98027 2 12/30/96 00 0430136952 05 02/01/97 0 UNKNOWN O 01/01/27 0 1552838 E22/G01 F 241,600.00 ZZ 360 241,600.00 1 58 DEL RAY CIRCLE 8.625 1,879.14 80 8.375 1,879.14 302,000.00 THOUSAND OAKS CA 91360 2 01/13/97 00 0410292361 05 03/01/97 0 410292361 O 02/01/27 0 1552839 E22/G01 F 260,000.00 ZZ 360 260,000.00 1 272 WEST NORMAN AVENUE 8.375 1,976.19 58 8.125 1,976.19 450,000.00 ARCADIA CA 91007 1 01/17/97 00 0410342802 05 03/01/97 0 410342802 O 02/01/27 0 1552843 E22/G01 F 129,200.00 ZZ 360 129,200.00 1 534 GIUFFRIDA AVENUE UNIT # B 8.125 959.31 80 7.875 959.31 161,500.00 SAN JOSE CA 95123 1 01/14/97 00 0410342430 01 03/01/97 0 410342430 O 02/01/27 0 1552852 E22/G01 F 84,000.00 ZZ 360 84,000.00 1 10119 SUNSHINE DRIVE 8.750 660.83 80 8.500 660.83 105,000.00 BONITA SPRINGS FL 34135 2 01/15/97 00 0410340012 05 03/01/97 0 410340012 O 02/01/27 0 1 1552853 E22/G01 F 245,000.00 ZZ 360 245,000.00 1 83 GLENROY ROAD 8.750 1,927.42 74 8.500 1,927.42 332,000.00 FAIRFIELD NJ 07004 2 01/13/97 00 0410337257 05 03/01/97 0 410337257 O 02/01/27 0 1552872 317/G01 F 353,700.00 ZZ 360 353,462.67 1 511 WINNCASTLE STREET 8.000 2,595.33 90 7.750 2,595.33 393,000.00 SIMI VALLEY CA 93065 1 12/27/96 04 0430141168 03 02/01/97 25 253840 O 01/01/27 0 1552874 317/G01 F 292,900.00 ZZ 360 292,698.43 1 8115 BROOKWOOD FARMS ROAD 7.875 2,123.73 80 7.625 2,123.73 367,095.00 FULTON MD 20759 1 12/19/96 00 0430132662 03 02/01/97 0 256812 O 01/01/27 0 1552881 317/G01 F 251,000.00 ZZ 360 250,831.58 1 6405 TOWERING ELM TERRACE 8.000 1,841.75 80 7.750 1,841.75 314,072.00 CLARKSVILLE MD 21029 1 12/19/96 00 0430134478 05 02/01/97 0 250605 O 01/01/27 0 1552886 964/G01 F 158,000.00 ZZ 360 158,000.00 1 10802 RIVES AVENUE 8.625 1,228.91 74 8.375 1,228.91 215,000.00 DOWNEY CA 90241 2 12/30/96 00 0430132241 05 03/01/97 0 22026 O 02/01/27 0 1552894 356/G01 F 258,000.00 ZZ 360 258,000.00 1 1030 PERALTA AVENUE 8.250 1,938.27 77 8.000 1,938.27 339,000.00 1 ALBANY CA 94706 2 01/03/97 00 0430135087 05 03/01/97 0 2395028 O 02/01/27 0 1552943 B60/G01 F 248,000.00 ZZ 360 248,000.00 1 28622 SOUTH MOUNT SHASTA DRIVE 8.500 1,906.91 80 8.250 1,906.91 310,000.00 RANCHO PALOS VE CA 90732 2 01/16/97 00 0430132167 05 03/01/97 0 7647 O 02/01/27 0 1552947 696/G01 F 254,400.00 ZZ 360 254,400.00 1 6439 MUSTER COURT 8.250 1,911.22 80 8.000 1,911.22 318,435.00 CENTREVILLE VA 20121 1 01/17/97 00 0430133744 03 03/01/97 0 8009347 O 02/01/27 0 1552965 E26/G01 F 171,100.00 ZZ 360 171,100.00 1 20850 TRINITY SQUARE 7.875 1,240.60 80 7.625 1,240.60 213,900.00 STERLING VA 20165 1 01/15/97 00 0430134551 09 03/01/97 0 450110 O 02/01/27 0 1552968 E26/G01 F 146,300.00 ZZ 360 146,300.00 1 6702 TIARA COURT 8.750 1,150.95 80 8.500 1,150.95 182,900.00 CLINTON MD 20735 1 01/21/97 00 0430136986 05 03/01/97 0 40700039 O 02/01/27 0 1552970 E26/G01 F 184,950.00 ZZ 360 184,825.90 1 4010 BENNINGTON WAY 8.000 1,357.10 80 7.750 1,357.10 231,190.00 PASADENA MD 21122 1 12/16/96 00 0430135871 03 02/01/97 0 435552 O 01/01/27 0 1 1553000 601/G01 F 253,000.00 ZZ 360 253,000.00 1 WHITE'S COVE ROAD 8.250 1,900.71 62 8.000 1,900.71 411,000.00 YARMOUTH ME 04096 2 12/30/96 00 0430133256 05 03/01/97 0 1115583 O 02/01/27 0 1553034 G80/G80 F 75,000.00 T 360 74,953.38 1 3288 DAWN LANE 8.375 570.06 57 8.125 570.06 132,000.00 LAVALLETTE NJ 08735 2 12/27/96 00 8026680 05 02/01/97 0 8026680 O 01/01/27 0 1553041 601/G01 F 297,000.00 ZZ 360 297,000.00 1 8385 WARBONNET WAY 8.125 2,205.22 90 7.875 2,205.22 330,000.00 LAS VEGAS NV 89113 1 01/03/97 12 0430136978 05 03/01/97 25 1119821 O 02/01/27 0 1553045 686/G01 F 50,000.00 ZZ 360 49,965.76 1 5041 FREDERICK AVENUE 7.900 363.41 73 7.650 363.41 69,000.00 WEST MELBOURNE FL 32904 1 12/31/96 00 0430138610 05 02/01/97 0 817105182 O 01/01/27 0 1553046 686/G01 F 60,000.00 ZZ 360 60,000.00 1 1435 BARRETT ROAD 7.900 436.09 67 7.650 436.09 90,000.00 BALTIMORE MD 21207 2 01/06/97 00 0430138701 07 03/01/97 0 817596224 O 02/01/27 0 1553047 686/G01 F 135,000.00 ZZ 360 134,904.71 1 1 672 LAKE VIEW TRAIL 7.750 967.16 75 7.500 967.16 180,000.00 MARIETTA GA 30068 1 12/30/96 00 0430138743 05 02/01/97 0 817733306 O 01/01/27 0 1553049 686/G01 F 130,000.00 ZZ 360 129,908.24 1 7 LUISE LANE 7.750 931.34 71 7.500 931.34 185,000.00 LYNN MA 01904 5 12/26/96 00 0430139535 05 02/01/97 0 817752678 O 01/01/27 0 1553050 686/G01 F 115,125.00 ZZ 360 115,125.00 1 15 FLANDERS ROAD 8.430 879.51 75 8.180 879.51 153,500.00 EAST FISHKILL NY 10541 1 01/10/97 00 0430139063 05 03/01/97 0 817782220 O 02/01/27 0 1553051 686/G01 F 324,250.00 ZZ 360 324,036.81 1 9926 N CEDAR AVENUE 8.100 2,401.88 80 7.850 2,401.88 405,317.00 FRESNO CA 93720 1 12/19/96 00 0430139394 05 02/01/97 0 817876055 O 01/01/27 0 1553052 686/G01 F 85,000.00 ZZ 360 84,942.97 1 565 TERRACE DRIVE 8.000 623.70 71 7.750 623.70 120,000.00 REDDING CA 96002 1 12/23/96 00 0430139113 05 02/01/97 0 817876253 O 01/01/27 0 1553053 686/G01 F 104,300.00 ZZ 360 104,300.00 2 422 CHARLES STREET 8.150 776.26 70 7.900 776.26 149,000.00 MALDEN MA 02148 1 01/09/97 00 0430139139 05 03/01/97 0 1 817890460 O 02/01/27 0 1553055 686/G01 F 119,000.00 ZZ 360 118,926.03 1 5820 KOUBA 8.375 904.49 70 8.125 904.49 170,000.00 BERKELEY IL 60163 1 12/30/96 00 0430139170 05 02/01/97 0 817939812 O 01/01/27 0 1553056 686/G01 F 85,000.00 ZZ 360 84,941.79 1 591 SCARLET O HARA DR 7.900 617.79 60 7.650 617.79 144,000.00 COLLIERVILLE TN 38017 5 12/23/96 00 0430139105 05 02/01/97 0 818010027 O 01/01/27 0 1553058 686/G01 F 84,000.00 ZZ 360 83,947.78 1 9421 AEGEAN DRIVE 8.375 638.47 59 8.125 638.47 144,000.00 BOCA RATON FL 33496 1 12/30/96 00 0430139188 03 02/01/97 0 818033177 O 01/01/27 0 1553070 601/G01 F 369,000.00 ZZ 360 369,000.00 1 3310 NEVEL MEADE DRIVE 8.000 2,707.59 90 7.750 2,707.59 410,000.00 PROSPECT KY 40059 4 01/06/97 19 0430133207 05 03/01/97 25 01113014 O 02/01/27 0 1553078 601/G01 F 353,500.00 ZZ 360 353,500.00 1 13843 SOUTH MAGIC WAND STREET 8.000 2,593.86 79 7.750 2,593.86 450,000.00 DRAPER UT 84020 2 01/03/97 00 0430136853 05 03/01/97 0 1051274 O 02/01/27 0 1 1553080 686/G01 F 210,000.00 ZZ 360 210,000.00 1 9 HOPP GROUND LANE 7.800 1,511.73 75 7.550 1,511.73 280,000.00 BEDFORD NY 10506 1 01/06/97 00 0430138990 05 03/01/97 0 817807340 O 02/01/27 0 1553081 686/G01 F 273,750.00 ZZ 360 273,750.00 1 3 DUNHILL ROAD 7.850 1,980.13 75 7.600 1,980.13 365,000.00 NEW HYDE PARK NY 11040 1 01/07/97 00 0430139014 05 03/01/97 0 817830649 O 02/01/27 0 1553083 686/G01 F 360,000.00 ZZ 360 360,000.00 1 442 DIAMOND STREET 7.800 2,591.54 80 7.550 2,591.54 455,000.00 LAGUNA BEACH CA 92651 2 01/02/97 00 0430138826 05 03/01/97 0 818058554 O 02/01/27 0 1553088 686/G01 F 93,750.00 ZZ 360 93,750.00 1 308 N EAST STREET 7.950 684.64 75 7.700 684.64 125,000.00 RALEIGH NC 27601 1 01/07/97 00 0430138685 05 03/01/97 0 817454903 O 02/01/27 0 1553089 686/G01 F 245,000.00 ZZ 360 245,000.00 1 11621 HUNTERS RUN DR 8.000 1,797.73 80 7.750 1,797.73 310,000.00 HUNT VALLEY MD 21030 5 01/03/97 00 0430138693 05 03/01/97 0 817596232 O 02/01/27 0 1553090 686/G01 F 135,000.00 ZZ 360 135,000.00 1 45 MAPLEWOOD AVENUE 8.390 1,027.53 75 8.140 1,027.53 180,000.00 1 WAYNE NJ 07470 2 01/03/97 00 0430138719 05 03/01/97 0 817780786 O 02/01/27 0 1553091 686/G01 F 228,000.00 ZZ 360 228,000.00 1 16823 AVENIDA FLORENCIA 7.950 1,665.05 76 7.700 1,665.05 300,000.00 POWAY CA 92064 2 01/02/97 00 0430138735 05 03/01/97 0 817930803 O 02/01/27 0 1553092 686/G01 F 84,000.00 ZZ 360 83,947.78 1 1928 S CASCADE VIEW DRIVE 8.375 638.47 58 8.125 638.47 145,000.00 CAMANO ISLAND WA 98292 1 12/23/96 00 0430138768 05 02/01/97 0 817935901 O 01/01/27 0 1553097 686/G01 F 140,250.00 ZZ 360 140,250.00 1 147 NEWCOMB ROAD 8.500 1,078.41 75 8.250 1,078.41 187,000.00 TENAFLY NJ 07670 1 01/06/97 00 0430138669 05 03/01/97 0 818026684 O 02/01/27 0 1553101 686/G01 F 150,000.00 ZZ 360 150,000.00 1 5714 DANBURY COURT 8.200 1,121.64 69 7.950 1,121.64 220,000.00 BAKERSFIELD CA 93312 2 01/06/97 00 0430139287 05 03/01/97 0 817640972 O 02/01/27 0 1553102 686/G01 F 82,350.00 ZZ 360 82,350.00 1 3825 TROPICAL TERRACE BLVD 8.500 633.21 75 8.250 633.21 110,734.00 JACKSONVILLE BC FL 32250 1 01/10/97 00 0430139337 05 03/01/97 0 817793896 O 02/01/27 0 1 1553104 686/G01 F 140,000.00 ZZ 360 140,000.00 1 13 NE 13TH STREET 8.500 1,076.48 70 8.250 1,076.48 200,000.00 DELRAY BEACH FL 33444 2 01/07/97 00 0430139659 05 03/01/97 0 818033649 O 02/01/27 0 1553105 686/G01 F 130,000.00 ZZ 360 130,000.00 1 209 HARRISON AVE 8.375 988.10 58 8.125 988.10 225,000.00 BELLEAIR BEACH FL 34634 1 01/14/97 00 0430139675 05 03/01/97 0 818033961 O 02/01/27 0 1553122 686/G01 F 250,000.00 ZZ 360 249,832.25 1 358 PINE NEEDLES DRIVE 8.000 1,834.42 59 7.750 1,834.42 428,620.00 DEL MAR CA 92014 1 12/17/96 00 0430139766 05 02/01/97 0 817929557 O 01/01/27 0 1553123 686/G01 F 288,700.00 ZZ 360 288,700.00 1 265 LA PUERTA WAY 8.000 2,118.38 75 7.750 2,118.38 385,000.00 PALM BCH FL 33480 1 01/02/97 00 0430139774 05 03/01/97 0 818033474 O 02/01/27 0 1553124 686/G01 F 375,000.00 ZZ 360 375,000.00 1 1332 BISCAYA DRIVE 8.000 2,751.62 75 7.750 2,751.62 500,000.00 SURFSIDE FL 33154 1 01/02/97 00 0430139790 05 03/01/97 0 818034134 O 02/01/27 0 1553131 686/G01 F 150,000.00 ZZ 360 150,000.00 2 1 1357-1359 S STANLEY AVE 7.950 1,095.43 55 7.700 1,095.43 273,000.00 LOS ANGELES CA 90019 5 12/27/96 00 0430139907 05 03/01/97 0 817745847 O 02/01/27 0 1553132 686/G01 F 127,500.00 ZZ 360 127,500.00 1 45 BROOKDALE ROAD 8.290 961.46 75 8.040 961.46 170,000.00 WAYNE NJ 07470 1 01/06/97 00 0430140046 05 03/01/97 0 817780703 O 02/01/27 0 1553134 686/G01 F 97,200.00 ZZ 360 97,200.00 1 7661 QUAILS NEST CIRCLE 8.375 738.80 66 8.125 738.80 148,000.00 OVILLA TX 75154 2 01/03/97 00 0430140079 05 03/01/97 0 817921802 O 02/01/27 0 1553135 686/G01 F 54,000.00 ZZ 360 54,000.00 1 10555 S 81ST AVENUE 8.625 420.01 57 8.375 420.01 95,000.00 PALOS HILLS IL 60465 2 12/30/96 00 0430140095 05 03/01/97 0 817941164 O 02/01/27 0 1553169 686/G01 F 336,000.00 ZZ 360 336,000.00 1 2119 ELM AVENUE 8.000 2,465.45 80 7.750 2,465.45 420,000.00 TORRANCE CA 90503 1 01/10/97 00 0430140053 03 03/01/97 0 817746076 O 02/01/27 0 1553170 686/G01 F 146,250.00 ZZ 360 146,250.00 1 66 ERLANGER BLVD 8.490 1,123.50 75 8.240 1,123.50 195,000.00 NORTH BABYLON NY 11703 1 01/15/97 00 0430140103 05 03/01/97 0 1 817763360 O 02/01/27 0 1553172 686/G01 F 212,500.00 ZZ 360 212,500.00 1 41 CAMBRIDGE COURT 8.250 1,596.45 73 8.000 1,596.45 292,500.00 COTO DE CAZA CA 92679 1 01/10/97 00 0430140277 03 03/01/97 0 817867864 O 02/01/27 0 1553173 686/G01 F 180,000.00 ZZ 360 180,000.00 1 6 ELLEN ROAD 8.150 1,339.65 68 7.900 1,339.65 265,000.00 STONEHAM MA 02180 5 01/10/97 00 0430140285 05 03/01/97 0 817890528 O 02/01/27 0 1553174 686/G01 F 160,000.00 ZZ 360 160,000.00 1 10341 SAWYER AVENUE 8.125 1,188.00 62 7.875 1,188.00 260,000.00 OAKDALE CA 95361 1 01/14/97 00 0430140293 05 03/01/97 0 817893290 O 02/01/27 0 1553176 686/G01 F 52,425.00 ZZ 360 52,425.00 1 590 MANNING ROAD 7.950 382.86 75 7.700 382.86 69,900.00 MARIETTA GA 30064 1 01/14/97 00 0430140343 07 03/01/97 0 817915234 O 02/01/27 0 1553181 686/G01 F 80,000.00 ZZ 360 80,000.00 1 8511 BRAESVIEW LANE 8.375 608.06 75 8.125 608.06 107,000.00 HOUSTON TX 77071 1 01/14/97 00 0430139147 03 03/01/97 0 818042483 O 02/01/27 0 1 1553183 686/G01 F 116,000.00 ZZ 360 116,000.00 1 9724 CONGRESSIONAL DRIVE 8.000 851.17 66 7.750 851.17 176,273.00 PLANO TX 75025 1 01/15/97 00 0430139204 05 03/01/97 0 818042632 O 02/01/27 0 1553215 965/G01 F 236,250.00 ZZ 360 236,095.46 1 2401 WYNTERBROOK DRIVE 8.125 1,754.15 75 7.875 1,754.15 315,000.00 HIGHLANDS RANCH CO 80126 1 12/24/96 00 0430133637 03 02/01/97 0 184307 O 01/01/27 0 1553218 069/G01 F 270,000.00 ZZ 360 270,000.00 1 2827 EAST MESA DRIVE 8.875 2,148.25 90 8.625 2,148.25 300,000.00 WEST COVINA CA 91791 1 01/10/97 01 0430137547 05 03/01/97 25 2362157964 O 02/01/27 0 1553219 069/G01 F 356,200.00 ZZ 360 356,200.00 1 925 VOLANTE DRIVE 7.875 2,582.70 75 7.625 2,582.70 475,000.00 ARCADIA CA 91007 1 12/31/96 00 0430136440 05 03/01/97 0 2362155059 O 02/01/27 0 1553221 356/G01 F 263,000.00 ZZ 360 263,000.00 1 2213 TAHITI DRIVE 8.125 1,952.77 76 7.875 1,952.77 350,000.00 SAN RAMON CA 94583 2 12/31/96 00 0430133389 05 03/01/97 0 2394963 O 02/01/27 0 1553222 624/G01 F 235,000.00 ZZ 360 235,000.00 1 8100 ALPINE ROAD 8.125 1,744.87 50 7.875 1,744.87 470,000.00 1 LA HONDA CA 94020 1 01/15/97 00 0430136101 05 03/01/97 0 460010700016 O 02/01/27 0 1553227 559/G01 F 282,000.00 ZZ 360 282,000.00 1 87 CHESTER CIRCLE 7.750 2,020.29 69 7.500 2,020.29 411,000.00 LOS ALTOS CA 94022 2 01/16/97 00 0430136051 05 03/01/97 0 5421508 O 02/01/27 0 1553234 074/G01 F 107,800.00 ZZ 360 107,727.67 1 929 WASHINGTON STREET #9 8.000 791.00 70 7.750 791.00 154,000.00 DENVER CO 80203 5 12/20/96 00 0430134015 09 02/01/97 0 1113036640 O 01/01/27 0 1553235 074/G01 F 184,800.00 ZZ 360 184,672.82 1 11685 VAIL COURT 7.875 1,339.93 75 7.625 1,339.93 246,449.00 SAN DIEGO CA 92131 1 12/20/96 00 0430134114 03 02/01/97 0 1243002332 O 01/01/27 0 1553236 074/G01 F 150,000.00 ZZ 360 149,812.88 1 3016 GULLS PERCH DRIVE 8.375 1,140.11 72 8.125 1,140.11 211,000.00 LAS VEGAS NV 89128 1 11/05/96 00 0430134155 03 01/01/97 0 1252027141 O 12/01/26 0 1553237 074/G01 F 360,000.00 ZZ 360 359,758.45 1 137 DAISY LN 8.000 2,641.55 60 7.750 2,641.55 600,000.00 AVON CO 81620 2 12/19/96 00 0430134361 07 02/01/97 0 1272084104 O 01/01/27 0 1 1553242 074/G01 F 240,000.00 ZZ 360 239,676.87 1 8209 LONGWOOD DRIVE 8.000 1,761.03 80 7.750 1,761.03 300,000.00 OLIVE BRANCH MS 38654 2 11/22/96 00 0430135160 03 01/01/97 0 1502065905 O 12/01/26 0 1553247 074/G01 F 248,000.00 ZZ 360 247,833.59 1 172 FRENCH COURT 8.000 1,819.74 80 7.750 1,819.74 310,000.00 SAN JOSE CA 95139 2 12/05/96 00 0430135483 05 02/01/97 0 1506174980 O 01/01/27 0 1553248 074/G01 F 650,000.00 ZZ 360 649,574.80 1 2925 TUNA CANYON ROAD 8.125 4,826.24 75 7.875 4,826.24 875,000.00 MALIBU AREA CA 90290 2 12/06/96 00 0430134239 05 02/01/97 0 1506184360 O 01/01/27 0 1553249 074/G01 F 77,250.00 ZZ 360 77,165.29 1 226 FRANKLIN 9.000 621.57 75 8.750 621.57 103,000.00 MILFORD MI 48381 1 11/05/96 00 0430134221 05 01/01/97 0 1507204226 O 12/01/26 0 1553251 074/G01 F 238,500.00 ZZ 360 238,331.66 1 205 HUNTSMAN LANE 7.750 1,708.65 75 7.500 1,708.65 318,000.00 BLUE BELL PA 19422 1 12/17/96 00 0430134189 05 02/01/97 0 1507214354 O 01/01/27 0 1553252 074/G01 F 220,850.00 ZZ 360 220,461.08 1 1 3511 LAKE TAHOE DRIVE 8.500 1,698.15 89 8.250 1,698.15 250,000.00 ARLINGTON TX 76016 2 11/22/96 11 0430134213 03 01/01/97 25 1509949056 O 12/01/26 0 1553254 074/G01 F 296,950.00 ZZ 360 294,117.24 1 100 CAULEY CLUB COURT 7.750 2,127.39 95 7.500 2,127.39 312,589.00 DULUTH GA 30155 1 12/27/95 14 0430134411 03 02/01/96 30 1511074725 O 01/01/26 0 1553256 074/G01 F 225,200.00 ZZ 360 224,676.04 1 3852 NORTHWEST BROOKVIEW WAY 8.750 1,771.65 80 8.500 1,771.65 281,500.00 PORTLAND OR 97229 1 09/06/96 00 0430134197 03 11/01/96 0 1513049241 O 10/01/26 0 1553259 074/G01 F 731,200.00 ZZ 360 730,745.52 1 4601 LINDEN LANE 8.375 5,557.65 75 8.125 5,557.65 975,000.00 GREENWOOD VILLI CO 80121 2 12/12/96 00 0430134270 03 02/01/97 0 1513095318 O 01/01/27 0 1553261 074/G01 F 266,300.00 ZZ 360 266,154.53 1 36 CLAREMONT AVENUE 9.000 2,142.72 77 8.750 2,142.72 350,000.00 ORINDA CA 94563 2 12/20/96 00 0430135236 05 02/01/97 0 1561343363 O 01/01/27 0 1553262 074/G01 F 524,000.00 ZZ 360 523,312.14 1 6437 BELMONT AVENUE 8.125 3,890.69 80 7.875 3,890.69 655,000.00 HOUSTON TX 77005 1 11/20/96 00 0430134643 05 01/01/97 0 1 1563136950 O 12/01/26 0 1553264 074/G01 F 62,500.00 ZZ 360 62,460.14 1 3428 SE 9TH AVE 8.250 469.55 53 8.000 469.55 120,000.00 PORTLAND OR 97202 5 12/11/96 00 0430134726 05 02/01/97 0 1565145962 O 01/01/27 0 1553265 074/G01 F 112,400.00 ZZ 360 112,322.65 1 7721 195TH ST SW 7.875 814.98 75 7.625 814.98 150,500.00 EDMONDS WA 98026 2 12/13/96 00 0430134429 05 02/01/97 0 1565146466 O 01/01/27 0 1553266 074/G01 F 112,000.00 ZZ 360 111,928.58 1 39581 SOUTHEAST DUBARKO COURT 8.250 841.42 56 8.000 841.42 200,000.00 SANDY OR 97055 5 12/17/96 00 0430134486 05 02/01/97 0 1565147403 O 01/01/27 0 1553267 074/G01 F 400,000.00 ZZ 360 399,724.72 1 4387 232ND CT SE 7.875 2,900.28 90 7.625 2,900.28 446,749.00 ISSAQUAH WA 98029 1 12/06/96 11 0430134601 03 02/01/97 25 1565147480 O 01/01/27 0 1553271 074/G01 F 253,000.00 ZZ 360 252,850.63 1 16060 PUDDING RIVER RD NE 8.625 1,967.81 62 8.375 1,967.81 410,000.00 WOODBURN OR 97071 1 12/17/96 00 0430134403 05 02/01/97 0 1565149668 O 01/01/27 0 1 1553272 074/G01 F 105,000.00 ZZ 360 104,934.73 1 1514 NORTHEAST 166TH STREET 8.375 798.08 70 8.125 798.08 150,000.00 SHORELINE WA 98155 1 12/23/96 00 0430135517 05 02/01/97 0 1565149839 O 01/01/27 0 1553274 074/G01 F 243,200.00 ZZ 360 243,056.41 1 450 DORRIS ROAD 8.625 1,891.59 74 8.375 1,891.59 330,000.00 ALPHARETTA GA 30201 5 12/13/96 00 0430135475 05 02/01/97 0 1566084127 O 01/01/27 0 1553275 074/G01 F 270,000.00 ZZ 360 269,688.17 1 40 SPRING RIDGE COURT 8.750 2,124.10 90 8.500 2,124.10 300,000.00 NEWNAN GA 30265 1 12/05/96 01 0430135467 05 01/01/97 25 1566084171 O 12/01/26 0 1553276 074/G01 F 97,400.00 ZZ 360 97,336.28 1 539 TOMMYS ROAD 8.125 723.20 75 7.875 723.20 129,900.00 SUNSET LA 70584 1 12/27/96 00 0430134577 05 02/01/97 0 1566084604 O 01/01/27 0 1553277 074/G01 F 96,350.00 ZZ 360 96,288.56 1 3517 CHINABERRY LANE 8.250 723.85 75 8.000 723.85 128,500.00 SNELLVILLE GA 30278 1 12/11/96 00 0430134627 05 02/01/97 0 1566084706 O 01/01/27 0 1553278 074/G01 F 416,000.00 ZZ 360 415,747.97 1 510 SIMMONS HILL ROAD 8.500 3,198.69 80 8.250 3,198.69 520,000.00 1 ALPHARETTA GA 30201 2 12/13/96 00 0430134676 05 02/01/97 0 1566085221 O 01/01/27 0 1553279 074/G01 F 116,800.00 ZZ 360 116,719.61 1 505 CHEROKEE AVENUE SE 7.875 846.89 80 7.625 846.89 146,000.00 ATLANTA GA 30312 5 12/12/96 00 0430135459 05 02/01/97 0 1566085458 O 01/01/27 0 1553281 074/G01 F 500,000.00 ZZ 360 499,697.10 1 5150 RIVERLAKE DRIVE 8.500 3,844.57 80 8.250 3,844.57 627,000.00 DULUTH GA 30155 1 12/31/96 00 0430134635 03 02/01/97 0 1566087373 O 01/01/27 0 1553286 074/G01 F 347,300.00 ZZ 360 347,060.99 1 188 SILVERWOOD DRIVE 7.875 2,518.17 80 7.625 2,518.17 434,138.00 SCOTTS VALLEY CA 95066 1 12/16/96 00 0430135434 03 02/01/97 0 1573164226 O 01/01/27 0 1553288 074/G01 F 226,900.00 ZZ 360 226,762.54 1 1512 GREAT OWL PLACE 8.500 1,744.67 80 8.250 1,744.67 283,680.00 SANTA ROSA CA 95409 1 12/13/96 00 0430135731 05 02/01/97 0 1573166630 O 01/01/27 0 1553290 074/G01 F 344,000.00 ZZ 360 343,786.18 1 1117 SOUTH 113TH COURT 8.375 2,614.65 80 8.125 2,614.65 430,000.00 OMAHA NE 68144 2 12/19/96 00 0430136796 05 02/01/97 0 1576034680 O 01/01/27 0 1 1553292 074/G01 F 165,000.00 ZZ 360 164,715.35 1 10300 CRESTWOOD DRIVE 8.875 1,312.82 72 8.625 1,312.82 230,000.00 CHARLOTTE NC 28227 2 11/08/96 00 0430135582 05 01/01/97 0 1577054671 O 12/01/26 0 1553293 074/G01 F 255,500.00 T 360 255,353.00 1 314 BARRINGTON COURT 8.750 2,010.02 70 8.500 2,010.02 365,000.00 HILTON HEAD ISL SC 29928 1 12/30/96 00 0430135574 08 02/01/97 0 1577056076 O 01/01/27 0 1553294 074/G01 F 75,000.00 ZZ 360 74,953.38 1 1735 MECKLENBURG AVENUE 8.375 570.06 65 8.125 570.06 116,500.00 CHARLOTTE NC 28205 5 11/27/96 00 0430135319 05 02/01/97 0 1577056429 O 01/01/27 0 1553297 074/G01 F 37,600.00 ZZ 360 37,600.00 1 1616 LEWIS STREET 8.500 289.12 80 8.250 289.12 47,000.00 CAMDEN SC 29020 5 12/27/96 00 0430135343 05 03/01/97 0 1577057341 O 02/01/27 0 1553299 074/G01 F 640,000.00 ZZ 360 637,949.18 1 50135 MANLY DRIVE 8.000 4,696.10 77 7.750 4,696.10 835,000.00 CHAPEL HILL NC 27514 5 11/22/96 00 0430134585 03 01/01/97 0 1577058173 O 12/01/26 0 1553302 074/G01 F 235,800.00 ZZ 360 235,800.00 1 1 405 SOUTH 1000 EAST 8.375 1,792.26 80 8.125 1,792.26 294,858.00 BOUNTIFUL UT 84010 1 12/31/96 00 0430135376 05 03/01/97 0 1579027830 O 02/01/27 0 1553304 074/G01 F 93,600.00 ZZ 360 93,480.21 1 1301 SPRUCE AVENUE 8.250 703.19 80 8.000 703.19 117,000.00 LONGMONT CO 80501 5 11/15/96 00 0430135400 05 01/01/97 0 1579037709 O 12/01/26 0 1553306 074/G01 F 104,000.00 ZZ 360 103,936.99 1 HC 33 BOX 6 8.500 799.68 80 8.250 799.68 130,000.00 BOISE ID 83706 5 12/27/96 00 0430135541 03 02/01/97 0 1579039409 O 01/01/27 0 1553307 074/G01 F 97,550.00 ZZ 360 97,484.54 1 1870 WEST JEFFERSON STREET 8.000 715.79 79 7.750 715.79 123,500.00 LARAMIE WY 82070 2 12/24/96 00 0430135764 05 02/01/97 0 1579039577 O 01/01/27 0 1553308 074/G01 F 275,200.00 ZZ 360 275,015.34 1 1519 NORTH NEVADA AVE 8.000 2,019.33 80 7.750 2,019.33 344,000.00 COLORADO SPRING CO 80907 5 12/20/96 00 0430135756 05 02/01/97 0 1579040157 O 01/01/27 0 1553312 074/G01 F 150,000.00 ZZ 360 149,909.12 1 51 JENNINGS DRIVE 8.500 1,153.38 60 8.250 1,153.38 252,000.00 RAYNHAM MA 02767 5 12/20/96 00 0430135723 05 02/01/97 0 1 1580030423 O 01/01/27 0 1553315 074/G01 F 103,000.00 ZZ 360 102,934.32 1 330 HULTON ROAD 8.250 773.81 80 8.000 773.81 130,000.00 NEW KENSINGTON PA 15068 2 12/17/96 00 0430135707 05 02/01/97 0 1581071743 O 01/01/27 0 1553317 074/G01 F 118,000.00 ZZ 360 117,932.11 1 11571 MASONIC 8.750 928.31 80 8.500 928.31 147,500.00 WARREN MI 48093 5 12/17/96 00 0430135699 05 02/01/97 0 1581080020 O 01/01/27 0 1553319 074/G01 F 104,000.00 ZZ 360 103,940.16 1 2705 OAKWOOD DR NE 8.750 818.17 79 8.500 818.17 132,500.00 GRAND RAPIDS MI 49505 5 12/10/96 00 0430135905 05 02/01/97 0 1581080041 O 01/01/27 0 1553320 074/G01 F 94,400.00 ZZ 360 94,342.81 1 1022 JOHN HIX 8.500 725.86 80 8.250 725.86 118,000.00 WESTLAND MI 48186 5 12/11/96 00 0430135897 05 02/01/97 0 1581080223 O 01/01/27 0 1553321 074/G01 F 46,400.00 ZZ 360 46,370.41 1 1175 MCINTOSH AVENUE 8.250 348.59 80 8.000 348.59 58,000.00 AKRON OH 44314 2 12/21/96 00 0430135913 05 02/01/97 0 1581081000 O 01/01/27 0 1 1553323 074/G01 F 92,000.00 ZZ 360 91,942.34 1 736 BUCKHORN 8.375 699.27 80 8.125 699.27 115,000.00 LAKE ORION MI 48362 5 12/20/96 00 0430135806 05 02/01/97 0 1581082411 O 01/01/27 0 1553324 074/G01 F 287,000.00 ZZ 360 286,839.10 1 26735 BRANDINGHAM 8.875 2,283.50 64 8.625 2,283.50 450,000.00 FRANKLIN MI 48025 5 12/20/96 00 0430135939 05 02/01/97 0 1581082794 O 01/01/27 0 1553328 074/G01 F 230,850.00 ZZ 360 230,562.02 1 127 BLUEGRASS DRIVE 8.375 1,754.63 95 8.125 1,754.63 243,000.00 HENDERSONVILLE TN 37075 1 11/18/96 04 0430135277 05 01/01/97 30 1585034986 O 12/01/26 0 1553330 074/G01 F 53,200.00 ZZ 360 53,133.63 1 442 NORTH 6TH STREET 8.375 404.36 70 8.125 404.36 76,000.00 ALLENTOWN PA 18101 5 11/18/96 00 0430134494 05 01/01/97 0 1587049099 O 12/01/26 0 1553331 074/G01 F 126,750.00 ZZ 360 126,498.22 1 13914 BISHOPS BEQUEST ROAD 8.250 952.24 75 8.000 952.24 169,040.00 UPPER MARLBORO MD 20772 1 12/13/96 00 0430135830 09 02/01/97 0 1587053212 O 01/01/27 0 1553332 074/G01 F 235,600.00 ZZ 360 235,437.86 1 5208 HILLMONT COURT 7.875 1,708.27 95 7.625 1,708.27 248,000.00 1 ELLICOTT CITY MD 21043 1 12/27/96 04 0430135772 03 02/01/97 30 1587053620 O 01/01/27 0 1553334 074/G01 F 357,500.00 T 360 357,288.93 1 4951 GULFSHORE BOULEVARD N 8.625 2,780.60 65 8.375 2,780.60 550,000.00 NAPLES FL 34103 1 12/23/96 00 0430135855 06 02/01/97 0 1589076740 O 01/01/27 0 1553336 074/G01 F 87,500.00 T 360 87,445.61 1 5700 COLLINS AVENUE #9K 8.375 665.07 70 8.125 665.07 125,000.00 MIAMI BEACH FL 33140 1 12/27/96 00 0430136176 06 02/01/97 0 1589085640 O 01/01/27 0 1553337 074/G01 F 400,000.00 ZZ 360 399,775.75 1 2916 INDIAN HOLLOW 8.875 3,182.58 89 8.625 3,182.58 454,000.00 SAN ANTONIO TX 78261 2 12/23/96 04 0430135285 03 02/01/97 25 1589085796 O 01/01/27 0 1553339 074/G01 F 267,250.00 ZZ 360 267,061.38 1 12350 NW 10TH STREET 7.750 1,914.61 75 7.500 1,914.61 357,250.00 PLANTATION FL 33323 1 12/16/96 00 0430135954 05 02/01/97 0 1589086380 O 01/01/27 0 1553340 074/G01 F 240,000.00 ZZ 360 239,846.96 1 11300 SW 65TH AVENUE 8.250 1,803.04 75 8.000 1,803.04 320,000.00 MIAMI FL 33156 1 12/20/96 00 0430135780 05 02/01/97 0 1589087066 O 01/01/27 0 1 1553342 074/G01 F 144,000.00 ZZ 360 143,914.98 1 3898 1ST AVENUE SW 8.625 1,120.02 80 8.375 1,120.02 180,000.00 NAPLES FL 34117 5 12/17/96 00 0430135814 05 02/01/97 0 1589087394 O 01/01/27 0 1553343 074/G01 F 239,250.00 ZZ 360 239,089.46 1 511 SAVONA AVE 8.000 1,755.54 75 7.750 1,755.54 319,000.00 CORAL GABLES FL 33146 1 12/20/96 00 0430136135 05 02/01/97 0 1589088660 O 01/01/27 0 1553344 074/G01 F 107,250.00 T 360 107,186.68 1 930 CORKWOOD STREET 8.625 834.18 75 8.375 834.18 143,042.00 HOLLYWOOD FL 33019 1 12/30/96 00 0430136119 09 02/01/97 0 1589089469 O 01/01/27 0 1553345 074/G01 F 65,500.00 ZZ 360 65,460.32 1 11850 SW 100 STREET 8.500 503.64 63 8.250 503.64 105,500.00 MIAMI FL 33186 1 12/31/96 00 0430136143 09 02/01/97 0 1589089800 O 01/01/27 0 1553347 074/G01 F 110,000.00 ZZ 360 109,929.85 1 1720 SW 102 AVENUE 8.250 826.40 69 8.000 826.40 160,000.00 MIAMI FL 33165 1 12/23/96 00 0430135996 05 02/01/97 0 1590025430 O 01/01/27 0 1553348 074/G01 F 400,000.00 ZZ 360 399,763.84 1 1 105 LONG POINT DRIVE 8.625 3,111.16 73 8.375 3,111.16 550,000.00 FERNANDINA BEAC FL 32034 1 12/30/96 00 0430134395 03 02/01/97 0 1590027630 O 01/01/27 0 1553349 074/G01 F 221,300.00 ZZ 360 221,151.50 1 31201 MOUNTAIN VIEW ROAD 8.000 1,623.83 74 7.750 1,623.83 300,000.00 TRABUCO CANYON CA 92678 2 12/16/96 00 0430136010 05 02/01/97 0 1595020864 O 01/01/27 0 1553350 074/G01 F 261,900.00 ZZ 360 261,741.34 1 29 RED ROCK LANE 8.500 2,013.79 90 8.250 2,013.79 291,000.00 LAGUNA NIGUEL CA 92677 2 12/13/96 10 0430136028 03 02/01/97 25 1595021969 O 01/01/27 0 1553351 074/G01 F 650,000.00 ZZ 360 649,585.51 1 345 BELLEFONTAINE STREET 8.250 4,883.24 79 8.000 4,883.24 825,000.00 PASADENA CA 91105 5 12/27/96 00 0430134346 05 02/01/97 0 1596017027 O 01/01/27 0 1553352 074/G01 F 555,000.00 ZZ 360 554,627.60 1 266 DOWNING DRIVE 8.000 4,072.40 77 7.750 4,072.40 725,000.00 APTOS CA 95003 2 12/19/96 00 0430136036 03 02/01/97 0 1596018686 O 01/01/27 0 1553353 074/G01 F 460,000.00 ZZ 360 443,947.95 1 20512 LITTLE ROCK WAY 9.125 3,742.72 77 8.875 3,742.72 600,000.00 MALIBU CA 90265 5 12/18/96 00 0430136192 05 02/01/97 0 1 1596018981 O 01/01/27 0 1553361 181/181 F 52,000.00 ZZ 360 52,000.00 1 85 W HAMILTON DR 8.000 381.56 47 7.750 381.56 112,000.00 PALATINE IL 60067 1 01/08/97 00 W023496 01 03/01/97 0 W023496 O 02/01/27 0 1553366 E26/G01 F 143,850.00 ZZ 360 143,758.27 1 1227 MAGNESS COURT 8.250 1,080.70 80 8.000 1,080.70 179,865.00 BELCAMP MD 21017 1 12/31/96 00 0430133041 03 02/01/97 0 530150 O 01/01/27 0 1553384 181/181 F 196,000.00 ZZ 360 196,000.00 1 860 CALLE JON 8.625 1,524.47 56 8.375 1,524.47 355,000.00 THOUSAND OAKS A CA 91360 2 01/01/97 00 5400295 05 03/01/97 0 5400295 O 02/01/27 0 1553395 E22/G01 F 217,500.00 ZZ 360 217,500.00 1 1195 BROCKDALE PARK ROAD 8.750 1,711.07 75 8.500 1,711.07 290,000.00 LUCAS TX 75002 2 01/13/97 00 0410198733 05 03/01/97 0 410198733 O 02/01/27 0 1553409 E22/G01 F 169,500.00 ZZ 360 169,500.00 1 4490 JEFFERSON AVENUE 8.750 1,333.46 75 8.500 1,333.46 226,000.00 MIAMI BEACH FL 33140 5 01/15/97 00 0410338503 05 03/01/97 0 410338503 O 02/01/27 0 1 1553412 E22/G01 F 208,000.00 ZZ 360 208,000.00 1 346 GRENADINE WAY 8.250 1,562.63 80 8.000 1,562.63 260,000.00 HERCULES CA 94547 2 01/16/97 00 0410341465 05 03/01/97 0 410341465 O 02/01/27 0 1553413 E22/G01 F 161,250.00 ZZ 360 161,250.00 1 996 SUMMERFIELD DRIVE 8.750 1,268.55 75 8.500 1,268.55 215,000.00 SAN JOSE CA 95121 2 01/15/97 00 0410345995 05 03/01/97 0 410345995 O 02/01/27 0 1553448 A13/G01 F 410,000.00 ZZ 360 410,000.00 1 10248 STABLEHAND DRIVE 8.000 3,008.44 73 7.750 3,008.44 568,000.00 CINCINNATI OH 45242 1 01/06/97 00 0430133595 05 03/01/97 0 960133515 O 02/01/27 0 1553493 E22/G01 F 400,000.00 ZZ 360 400,000.00 1 3515 REGENCY COURT 8.500 3,075.65 80 8.250 3,075.65 500,000.00 ROWLAND HEIGHTS CA 91748 2 01/21/97 00 0410293096 03 03/01/97 0 410293096 O 02/01/27 0 1553496 E22/G01 F 244,500.00 ZZ 360 244,500.00 1 1044 VIA LA PAZ 8.500 1,879.99 90 (SAN PEDRO AREA) 8.250 1,879.99 272,000.00 LOS ANGELES CA 90732 1 01/17/97 04 0410293054 05 03/01/97 25 410293054 O 02/01/27 0 1553525 E22/G01 F 129,400.00 ZZ 360 129,400.00 1 17714 MAYHER DRIVE 8.375 983.53 75 8.125 983.53 172,550.00 1 ORLAND PARK IL 60462 1 01/17/97 00 0410279111 09 03/01/97 0 410279111 O 02/01/27 0 1553539 696/G01 F 231,600.00 ZZ 360 231,600.00 1 13815 LAMBERTINA PLACE 8.250 1,739.93 80 8.000 1,739.93 289,548.00 ROCKVILLE MD 20850 1 01/17/97 00 0430136754 09 03/01/97 0 3274723 O 02/01/27 0 1553558 685/G01 F 270,000.00 ZZ 360 270,000.00 1 3165 HODLER DRIVE 8.250 2,028.42 80 8.000 2,028.42 340,000.00 TOPANGA AREA CA 90290 2 01/13/97 00 0430146217 05 03/01/97 0 106617 O 02/01/27 0 1553560 736/G01 F 260,750.00 ZZ 360 260,750.00 1 2300 MARKS DRIVE 8.250 1,958.93 80 8.000 1,958.93 325,970.00 TUSTIN CA 92782 1 01/15/97 00 0430141440 03 03/01/97 0 501865 O 02/01/27 0 1553564 F16/G01 F 280,000.00 ZZ 360 280,000.00 1 1328 NORTH COUNTRY HOLLOW DR. 8.125 2,079.00 78 7.875 2,079.00 360,000.00 WALNUT CA 91789 2 01/02/97 00 0430137612 05 03/01/97 0 16332 O 02/01/27 0 1553567 956/G01 F 229,000.00 ZZ 360 229,000.00 1 323 METZGAR STREET 8.750 1,801.54 90 8.500 1,801.54 255,000.00 HALF MOON BAY CA 94019 2 01/06/97 04 0430141499 05 03/01/97 25 5612065 O 02/01/27 0 1 1553568 668/G01 F 225,150.00 ZZ 360 225,150.00 1 1660 EAST PLYMOUTH WAY 8.750 1,771.26 95 8.500 1,771.26 237,000.00 FRESNO CA 93720 1 01/13/97 04 0430141218 05 03/01/97 30 0007025638 O 02/01/27 0 1553581 685/G01 F 150,350.00 ZZ 360 150,350.00 1 27 CAPE VICTORIA 7.875 1,090.14 80 7.625 1,090.14 187,990.00 ALISO VIEJO CA 92656 1 01/09/97 00 0430133959 01 03/01/97 0 106161 O 02/01/27 0 1553583 668/G01 F 100,000.00 ZZ 360 100,000.00 1 25722 CREST ROAD 8.500 768.92 37 8.250 768.92 273,300.00 TORRANCE CA 90505 1 01/09/97 00 0430139667 05 03/01/97 0 0007073091 O 02/01/27 0 1553605 562/G01 F 121,500.00 ZZ 360 121,500.00 1 3300 SYCAMORE LANE 8.125 902.14 71 7.875 902.14 171,500.00 YORKTOWN HEIGHT NY 10598 1 01/23/97 00 0430138255 05 03/01/97 0 532572 O 02/01/27 0 1553642 375/G01 F 100,000.00 ZZ 360 99,934.58 1 200 MAGNOLIA DR 8.125 742.50 56 7.875 742.50 181,500.00 COPPELL TX 75019 1 12/13/96 00 0430139717 05 02/01/97 0 638751 O 01/01/27 0 1553661 757/G01 F 335,900.00 ZZ 360 335,900.00 1 1 232 LINDSEY PLACE 7.875 2,435.51 80 7.625 2,435.51 419,900.00 MARIETTA GA 30067 1 01/14/97 00 0430140509 03 03/01/97 0 2880243 O 02/01/27 0 1553686 696/G01 F 180,000.00 ZZ 360 179,876.13 1 10112 ASHWOOD DRIVE 7.875 1,305.12 80 7.625 1,305.12 225,000.00 KENSINGTON MD 20895 1 12/31/96 00 0430138370 05 02/01/97 0 3114846 O 01/01/27 0 1553702 375/G01 F 113,000.00 ZZ 360 112,701.31 1 8731 ANDANTE DR 8.125 839.02 66 7.875 839.02 173,000.00 HOUSTON TX 77040 1 09/26/96 00 0430141002 03 11/01/96 0 419804 O 10/01/26 0 1553742 637/G01 F 223,000.00 ZZ 360 223,000.00 2 2412 EAST 65TH ST 8.250 1,675.33 70 8.000 1,675.33 323,000.00 BROOKLYN NY 11214 1 01/09/97 00 0430139469 05 03/01/97 0 9522442 O 02/01/27 0 1553743 637/G01 F 251,900.00 ZZ 360 251,900.00 1 3023 235TH AVENUE SOUTHEAST 7.875 1,826.45 80 7.625 1,826.45 314,900.00 ISSAQUAH WA 98029 1 01/14/97 00 0430138156 05 03/01/97 0 9489204 O 02/01/27 0 1553745 776/G01 F 205,750.00 ZZ 360 205,750.00 1 19509 SOUTHWEST RUTH COURT 8.250 1,545.73 75 8.000 1,545.73 277,000.00 ALOHA OR 97707 1 01/14/97 00 0430140301 05 03/01/97 0 1 5038793 O 02/01/27 0 1553746 776/G01 F 84,000.00 ZZ 360 84,000.00 1 601 SHERWOOD AVENUE 8.375 638.46 80 8.125 638.46 105,000.00 CAVE JUNCTION OR 97523 1 01/07/97 00 0430140392 05 03/01/97 0 5039714 O 02/01/27 0 1553747 776/G01 F 274,000.00 ZZ 360 273,838.23 1 7019 SILVER MOON COURT 8.625 2,131.15 80 8.375 2,131.15 342,820.00 SAN JOSE CA 95120 2 12/02/96 00 0430139485 01 02/01/97 0 6239320 O 01/01/27 0 1553755 129/G01 F 299,250.00 ZZ 360 299,068.72 1 567 ADAMS ROAD 8.500 2,300.97 75 8.250 2,300.97 399,000.00 FAYETTEVILLE GA 30214 5 12/16/96 00 0430135632 05 02/01/97 0 3900061825 O 01/01/27 0 1553757 975/G01 F 626,400.00 ZZ 360 626,400.00 1 31005 MARNE DRIVE 8.375 4,761.09 80 8.125 4,761.09 785,000.00 RANCHO PALOS VE CA 90275 2 01/15/97 00 0430142299 05 03/01/97 0 962759 O 02/01/27 0 1553759 961/G01 F 232,200.00 ZZ 360 232,044.20 1 10430 VERNON LANE 8.000 1,703.80 80 7.750 1,703.80 290,270.00 TUSTIN CA 92782 1 12/31/96 00 0430140657 03 02/01/97 0 09109446 O 01/01/27 0 1 1553762 559/G01 F 236,000.00 ZZ 360 236,000.00 1 7557 SUNSET WAY 8.000 1,731.69 80 7.750 1,731.69 295,000.00 APTOS CA 95003 2 01/16/97 00 0430143388 05 03/01/97 0 5421631 O 02/01/27 0 1553782 964/G01 F 144,000.00 ZZ 360 144,000.00 1 714 WILLIS AVENUE 8.125 1,069.20 80 7.875 1,069.20 180,000.00 SAN JOSE CA 95125 1 01/03/97 00 0430136424 05 03/01/97 0 21899 O 02/01/27 0 1553789 E22/G01 F 31,500.00 ZZ 360 31,500.00 1 143 NW LINCOLN CIRCLE N 8.750 247.81 90 8.500 247.81 35,000.00 ST PETERSBURG FL 33702 1 01/24/97 04 0410338859 05 03/01/97 25 410338859 O 02/01/27 0 1553815 964/G01 F 156,800.00 ZZ 360 156,800.00 1 2210 BANBURY CIRCLE 8.250 1,177.99 80 8.000 1,177.99 196,000.00 ROSEVILLE CA 95661 1 01/14/97 00 0430136390 03 03/01/97 0 22035 O 02/01/27 0 1553839 369/G01 F 311,000.00 ZZ 360 310,785.97 1 455 WEST 144TH STREET 7.875 2,254.97 67 7.625 2,254.97 470,000.00 NEW YORK NY 10031 2 12/20/96 00 0430138164 05 02/01/97 0 60303138 O 01/01/27 0 1553845 685/G01 F 230,050.00 ZZ 360 230,050.00 1 1439 MERRYWOOD DRIVE 8.250 1,728.29 80 8.000 1,728.29 287,800.00 1 SAN JOSE CA 95118 1 01/20/97 00 0430136523 05 03/01/97 0 106480 O 02/01/27 0 1553867 369/G01 F 290,000.00 ZZ 360 290,000.00 1 25350 TIERRA GRANDE DRIVE 8.125 2,153.24 60 7.875 2,153.24 490,000.00 CARMEL CA 93923 1 01/10/97 00 0430140640 05 03/01/97 0 48982086 O 02/01/27 0 1553869 369/G01 F 480,000.00 ZZ 360 479,693.92 1 5955 BRIDGEVIEW DRIVE 8.250 3,606.08 74 8.000 3,606.08 650,000.00 VENTURA CA 93003 1 12/16/96 00 0430138131 05 02/01/97 0 UNKNOWN O 01/01/27 0 1553871 685/G01 F 144,000.00 ZZ 360 144,000.00 1 1630 NORTH MARINE AVENUE 8.250 1,081.82 80 8.000 1,081.82 180,000.00 LOS ANGELES CA 90744 2 01/16/97 00 0430139691 05 03/01/97 0 106195 O 02/01/27 0 1553873 685/G01 F 230,300.00 ZZ 360 230,300.00 1 1441 RANCHO HILLS DRIVE 8.250 1,730.17 90 8.000 1,730.17 255,900.00 CHINO HILLS CA 91709 1 01/13/97 10 0430144006 05 03/01/97 25 106455 O 02/01/27 0 1553877 B74/G01 F 285,400.00 ZZ 360 285,400.00 1 401 NORTH DOWNEY LANE 8.500 2,194.48 72 8.250 2,194.48 399,900.00 PLACENTIA CA 92670 1 01/21/97 00 0430143891 05 03/01/97 0 970110 O 02/01/27 0 1 1553883 369/G01 F 798,000.00 ZZ 360 798,000.00 1 301 HIGHLAND ROAD 8.000 5,855.44 68 7.750 5,855.44 1,175,000.00 SIMI VALLEY CA 93065 2 01/07/97 00 0430140590 05 03/01/97 0 49439946 O 02/01/27 0 1553885 369/G01 F 243,200.00 ZZ 360 243,200.00 1 26305 N 2ND STREET 7.875 1,763.37 80 7.625 1,763.37 305,000.00 PHOENIX AZ 85024 4 01/10/97 00 0430140186 05 03/01/97 0 48828628 O 02/01/27 0 1553923 668/G01 F 200,000.00 ZZ 360 199,756.82 1 18080 JOSEPH DRIVE 8.500 1,537.83 80 8.250 1,537.83 250,000.00 CASTRO VALLEY CA 94546 2 11/29/96 00 0430140863 05 01/01/97 0 6788210 O 12/01/26 0 1553926 E22/G01 F 158,500.00 ZZ 360 158,500.00 1 2527 EDGEFIELD COURT 8.750 1,246.92 77 8.500 1,246.92 208,000.00 SAN JOSE CA 95122 2 01/22/97 00 0410346027 05 03/01/97 0 410346027 O 02/01/27 0 1553982 696/G01 F 189,600.00 ZZ 360 189,600.00 1 5306 YORKTOWN ROAD 8.125 1,407.77 80 7.875 1,407.77 237,000.00 BETHESDA MD 20816 1 01/20/97 00 0430138347 05 03/01/97 0 3184871 O 02/01/27 0 1553989 964/G01 F 248,000.00 ZZ 360 248,000.00 1 1 332 PROSPECT DRIVE 8.750 1,951.02 73 8.500 1,951.02 340,000.00 SAN RAFAEL CA 94901 2 01/09/97 00 0430137927 05 03/01/97 0 21957 O 02/01/27 0 1553992 575/G01 F 324,000.00 ZZ 360 324,000.00 1 80 GOTTLIEBS FIELD ROAD 8.250 2,434.10 90 8.000 2,434.10 360,000.00 MEDFORD NJ 08055 1 01/15/97 12 0430139584 05 03/01/97 25 455003908 O 02/01/27 0 1553997 964/G01 F 232,000.00 ZZ 360 232,000.00 1 172 STANFORD LANE 8.250 1,742.94 80 8.000 1,742.94 290,000.00 SEAL BEACH CA 90740 1 01/15/97 00 0430137968 05 03/01/97 0 22291 O 02/01/27 0 1554106 455/G01 F 165,000.00 ZZ 360 165,000.00 1 3817 RAINFOREST CIRCLE 9.250 1,357.42 69 9.000 1,357.42 240,000.00 NORCROSS GA 30092 1 01/24/97 00 0430141051 03 03/01/97 0 54557 O 02/01/27 0 1554110 369/G01 F 297,500.00 T 360 297,500.00 1 2642 SHASTEN STREET 8.750 2,340.44 85 8.500 2,340.44 350,000.00 GROVE OK 74344 1 01/16/97 12 0430140632 05 03/01/97 12 60220365 O 02/01/27 0 1554157 E19/G01 F 148,000.00 ZZ 360 148,000.00 1 28W 324 MAIN STREET 8.750 1,164.32 74 8.500 1,164.32 202,000.00 WARRENVILLE IL 60555 2 01/20/97 00 0430140830 05 03/01/97 0 1 100015300 O 02/01/27 0 1554158 956/G01 F 358,000.00 ZZ 360 358,000.00 1 4014 ADMIRABLE DRIVE 8.000 2,626.88 66 7.750 2,626.88 545,000.00 RANCHO PALOS VE CA 90275 5 01/21/97 00 0430146498 05 03/01/97 0 612495 O 02/01/27 0 1554159 956/G01 F 142,400.00 ZZ 360 142,400.00 1 6706 EAST BACARRO STREET 8.500 1,094.93 80 8.250 1,094.93 178,000.00 LONG BEACH CA 90815 1 01/20/97 00 0430142158 05 03/01/97 0 1701180 O 02/01/27 0 1554161 975/G01 F 283,500.00 ZZ 360 283,500.00 1 4810 GRAND AVENUE 8.375 2,154.80 70 8.125 2,154.80 405,000.00 LA CANADA-FLINT CA 91011 1 01/21/97 00 0430141275 05 03/01/97 0 963092 O 02/01/27 0 1554169 956/G01 F 182,500.00 ZZ 360 182,500.00 1 1383 COURTYARD DRIVE 8.500 1,403.27 77 8.250 1,403.27 240,000.00 SAN JOSE CA 95118 2 01/16/97 00 0430146506 05 03/01/97 0 2701040 O 02/01/27 0 1554170 562/G01 F 161,250.00 ZZ 360 161,250.00 1 525 LAKEVILLE ROAD 9.000 1,297.46 75 8.750 1,297.46 215,000.00 NEW HYDE PARK NY 11040 1 01/24/97 00 0430140566 05 03/01/97 0 527325 O 02/01/27 0 1 1554251 964/G01 F 250,300.00 ZZ 360 250,127.74 1 2305 MASTERS ROAD 7.875 1,814.85 80 7.625 1,814.85 312,900.00 CARLSBAD CA 92008 1 12/23/96 00 0430139816 03 02/01/97 0 21620 O 01/01/27 0 1554253 964/G01 F 477,000.00 ZZ 360 476,695.84 1 1194 MORNINGSIDE DRIVE 8.250 3,583.54 62 8.000 3,583.54 775,000.00 LAGUNA BEACH CA 92651 5 12/10/96 00 0430138248 05 02/01/97 0 21367 O 01/01/27 0 1554255 964/G01 F 265,000.00 ZZ 360 264,812.97 1 24592 MONITA CIRCLE 7.750 1,898.49 80 7.500 1,898.49 331,330.00 LAGUNA NIGUEL CA 92677 1 12/12/96 00 0430138412 03 02/01/97 0 21562 O 01/01/27 0 1554256 964/G01 F 266,400.00 ZZ 360 266,230.13 1 517 CATALINA DRIVE 8.250 2,001.37 80 8.000 2,001.37 333,000.00 NEWPORT BEACH CA 92663 1 12/18/96 00 0430138842 05 02/01/97 0 21763 O 01/01/27 0 1554281 F16/G01 F 228,950.00 ZZ 360 228,950.00 1 3921 MOUNT TESORO CIRCLE 8.375 1,740.19 95 8.125 1,740.19 241,000.00 CORONA CA 91720 1 01/21/97 10 0430140384 03 03/01/97 30 97816447 O 02/01/27 0 1554287 B57/G01 F 272,000.00 ZZ 360 272,000.00 1 57 WOODHAVEN DRIVE 7.875 1,972.19 80 7.625 1,972.19 340,000.00 1 LAGUNA NIGUEL CA 92677 1 01/24/97 00 0430142117 03 03/01/97 0 9630570 O 02/01/27 0 1554351 696/G01 F 95,900.00 ZZ 360 95,900.00 1 252 MARGANZA SOUTH 8.250 720.46 70 8.000 720.46 137,000.00 LAUREL MD 20724 1 01/24/97 00 0430140889 05 03/01/97 0 3014792 O 02/01/27 0 1554360 927/G01 F 282,200.00 ZZ 360 282,200.00 1 6208 57TH AVENUE SOUTH 8.125 2,095.33 79 7.875 2,095.33 360,000.00 SEATTLE WA 98118 2 01/09/97 00 0430145813 05 03/01/97 0 288530 O 02/01/27 0 1554363 461/G01 F 280,000.00 ZZ 360 280,000.00 1 7 SPINNING WHEEL LANE 8.000 2,054.55 70 7.750 2,054.55 405,000.00 ROLLING HILLS E CA 90274 1 01/21/97 00 0430142208 05 03/01/97 0 21079223 O 02/01/27 0 1554364 461/G01 F 400,000.00 ZZ 360 400,000.00 1 2388 VENUS DRIVE 8.375 3,040.29 75 8.125 3,040.29 540,000.00 LOS ANGELES CA 90046 1 01/16/97 00 0430142166 05 03/01/97 0 21087937 O 02/01/27 0 1554365 461/G01 F 268,000.00 ZZ 360 268,000.00 1 20371 VIA JUANA 8.000 1,966.49 69 7.750 1,966.49 393,000.00 YORBA LINDA CA 92886 1 01/15/97 00 0430142125 03 03/01/97 0 21088547 O 02/01/27 0 1 1554388 685/G01 F 260,000.00 ZZ 360 260,000.00 1 507 UNIVERSITY AVENUE 8.125 1,930.49 80 7.875 1,930.49 325,000.00 BURBANK CA 91504 1 01/23/97 00 0430141432 05 03/01/97 0 106644 O 02/01/27 0 1554405 147/G01 F 230,000.00 ZZ 360 229,853.33 1 3390 MERIDIAN WAY 8.250 1,727.92 72 8.000 1,727.92 320,000.00 RENO NV 89509 5 12/18/96 00 0430145128 05 02/01/97 0 777363 O 01/01/27 0 1554409 147/G01 F 110,150.00 ZZ 360 110,076.08 1 885 MACKENZIE DRIVE 8.000 808.25 75 7.750 808.25 146,900.00 SAN MARCOS CA 92069 1 12/03/96 00 0430145151 01 02/01/97 0 655167 O 01/01/27 0 1554413 147/G01 F 245,550.00 ZZ 360 245,381.01 1 16340 EAGLE RIDGE COURT 7.875 1,780.41 80 7.625 1,780.41 306,990.00 LA MIRADA CA 90638 1 12/18/96 00 0430143453 03 02/01/97 0 655206 O 01/01/27 0 1554418 147/G01 F 153,819.00 ZZ 360 153,713.14 1 1830 CUTTER COURT 7.875 1,115.30 75 7.625 1,115.30 205,092.00 SAN RAMON CA 94583 1 12/16/96 00 0430143438 03 02/01/97 0 655200 O 01/01/27 0 1554419 147/G01 F 198,050.00 ZZ 360 197,910.21 1 1 3023 ARAPAHO STREET 7.750 1,418.86 80 7.500 1,418.86 247,615.00 NORCO CA 91760 1 12/04/96 00 0430145052 05 02/01/97 0 646429 O 01/01/27 0 1554420 147/G01 F 207,500.00 ZZ 360 207,367.68 1 34 KINGFISHER COURT 8.250 1,558.88 80 8.000 1,558.88 259,407.00 TRABUCO CANYON CA 92679 1 12/30/96 00 0430141655 03 02/01/97 0 623248 O 01/01/27 0 1554421 147/G01 F 203,600.00 ZZ 360 203,463.38 1 27711 NORTH BRIARCLIFF PLACE 8.000 1,493.95 77 7.750 1,493.95 266,990.00 VALENCIA CA 91354 1 12/16/96 00 0430141572 03 02/01/97 0 626169 O 01/01/27 0 1554426 147/G01 F 321,750.00 ZZ 360 321,294.35 1 11275 WALKING FERN COVE 7.750 2,305.06 80 7.500 2,305.06 402,238.00 SAN DIEGO CA 92131 1 11/19/96 00 0430144220 03 01/01/97 0 655153 O 12/01/26 0 1554432 E22/G01 F 197,550.00 ZZ 360 197,550.00 1 3210 BLUFFVIEW DRIVE 8.750 1,554.13 80 8.500 1,554.13 246,963.00 GARLAND TX 75043 1 01/17/97 00 0410324222 05 03/01/97 0 410324222 O 02/01/27 0 1554434 147/G01 F 244,900.00 ZZ 360 244,739.80 1 14365 PINNACLE COURT 8.125 1,818.38 80 7.875 1,818.38 306,150.00 CANYON COUNTRY CA 91351 1 12/19/96 00 0430146308 05 02/01/97 0 1 626171 O 01/01/27 0 1554435 147/G01 F 321,000.00 ZZ 360 320,556.71 1 25751 MCDEEDS LANE 7.875 2,327.48 80 7.625 2,327.48 401,300.00 SOUTH RIDING VA 20152 1 12/05/96 00 0430143768 03 01/01/97 0 496755 O 12/01/26 0 1554439 147/G01 F 313,600.00 ZZ 360 312,980.38 1 601 PHILLIPS DRIVE 8.125 2,328.48 80 7.875 2,328.48 392,000.00 BOCA RATON FL 33432 1 10/30/96 00 0430144113 05 12/01/96 0 528139 O 11/01/26 0 1554440 147/G01 F 225,900.00 ZZ 360 225,752.22 1 29327 NORTH MAMMOTH LANE 8.125 1,677.31 95 7.875 1,677.31 237,990.00 CANYON COUNTRY CA 91351 1 12/10/96 04 0430141770 05 02/01/97 30 626170 O 01/01/27 0 1554441 147/G01 F 315,200.00 ZZ 360 315,200.00 1 5375 CRESTVIEW DRIVE 8.375 2,395.75 80 8.125 2,395.75 394,000.00 LA VERNE CA 91750 1 01/08/97 00 0430144147 03 03/01/97 0 646609 O 02/01/27 0 1555531 964/G01 F 352,500.00 ZZ 360 352,500.00 1 2520 REGATTA COURT 8.000 2,586.52 75 7.750 2,586.52 470,000.00 DAVIS CA 95616 2 01/30/97 00 0430145953 05 03/01/97 0 21392 O 02/01/27 0 1 1555577 964/G01 F 146,300.00 ZZ 360 146,300.00 1 310 MONTEREY DRIVE 8.000 1,073.50 80 7.750 1,073.50 182,900.00 CARSON CA 90745 1 01/24/97 00 0430146332 03 03/01/97 0 22360 O 02/01/27 0 1555578 964/G01 F 256,500.00 ZZ 360 256,500.00 1 2005 BALEARIC DRIVE 8.500 1,972.26 95 8.250 1,972.26 270,000.00 COSTA MESA CA 92626 1 01/21/97 01 0430146043 05 03/01/97 30 22209 O 02/01/27 0 TOTAL NUMBER OF LOANS : 1,010 TOTAL ORIGINAL BALANCE : 257,925,647.00 TOTAL PRINCIPAL BALANCE : 257,678,667.23 TOTAL ORIGINAL P+I : 1,936,835.83 TOTAL CURRENT P+I : 1,936,835.83 *************************** * END OF REPORT * *************************** RUN ON : 03/12/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 13.41.36 FIXED PASSTHRU REPORT AMORTIZED BALANCE SERIES : RFMSI I 1997-S3 CUTOFF : 02/01/97 POOL : 0004238 : : 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 -------------------------------------------------------------- - ----------2624 .2500 130,218.99 .0300 9.1250 .0000 8.8750 .0000 8.8450 .0000 7.5000 1.3450 1533017 .2500 499,672.93 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1535126 .2500 149,896.77 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1535167 .2500 259,536.16 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1535454 .2500 284,750.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1536193 .2500 175,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1537753 .2500 249,654.77 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1537906 .2500 299,364.97 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1537908 .2500 269,479.93 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1538097 .2500 290,219.50 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1538243 .2500 190,387.53 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1538495 .2500 240,090.06 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1538687 .2500 296,824.65 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1538813 .2500 270,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1538815 .2500 421,238.02 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1538858 .2500 213,419.47 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1539181 .2500 394,728.16 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1539561 .2500 360,545.35 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1539942 .2500 444,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1540044 .2500 224,860.14 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1540103 .2500 381,264.30 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1540129 .2500 279,676.64 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1 1540131 .2500 203,764.40 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1540162 .2500 164,583.34 .0300 8.3500 .0000 8.1000 .0000 8.0700 .0000 7.5000 .5700 1540369 .2500 231,396.97 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1540411 .2500 278,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1540507 .2500 748,518.19 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1540613 .2500 597,168.04 .0300 7.6250 .0000 7.3750 .0000 7.3450 .0000 7.3450 .0000 1541048 .2500 371,244.33 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1541064 .2500 99,631.78 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1 1541078 .2500 288,380.47 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1541168 .2500 304,568.07 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1541589 .2500 306,507.25 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1541663 .2500 143,824.90 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1541718 .2500 207,824.02 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1541773 .2500 398,762.37 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1541809 .2500 630,776.47 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1541981 .2500 182,759.77 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1542252 .2500 233,612.00 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1542486 .2500 157,494.26 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1542644 .2500 254,824.51 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1542715 .2500 999,211.87 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1542783 .2500 948,814.92 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1542957 .2500 216,000.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1542965 .2500 245,000.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1543049 .2500 398,787.66 .0300 9.1250 .0000 8.8750 .0000 8.8450 .0000 7.5000 1.3450 1 1543125 .2500 359,752.25 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1543155 .2500 188,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1543314 .2500 105,932.40 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1543318 .2500 817,053.45 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1543342 .2500 404,454.69 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1543467 .2500 439,465.01 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1543473 .2500 81,498.21 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1543480 .2500 439,427.55 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1 1543577 .2500 224,726.41 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1543717 .2500 260,820.38 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1543763 .2500 95,943.32 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1543779 .2500 84,944.40 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1543820 .2500 138,218.31 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1543899 .2500 538,630.76 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1543953 .2500 279,613.34 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1543971 .2500 391,430.74 .0300 7.6250 .0000 7.3750 .0000 7.3450 .0000 7.3450 .0000 1 1544175 .2500 329,761.16 .0300 7.6250 .0000 7.3750 .0000 7.3450 .0000 7.3450 .0000 1544185 .2500 328,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1544223 .2500 231,907.49 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1544225 .2500 228,957.60 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1544248 .2500 559,246.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1544371 .2500 251,835.15 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1544469 .2500 260,841.88 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1544585 .2500 348,292.19 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1544674 .2500 228,331.31 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1544816 .2500 145,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1544832 .2500 280,000.00 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1544906 .2500 89,200.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1544961 .2500 460,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1544965 .2500 283,951.98 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1544983 .2500 240,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1545013 .2500 272,067.32 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1545207 .2500 219,844.72 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1545247 .2500 235,611.63 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1545459 .2500 229,690.31 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1545465 .2500 327,805.80 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1545470 .2500 85,684.48 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1545471 .2500 272,558.74 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545478 .2500 254,865.01 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1545494 .2500 84,891.22 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1545502 .2500 269,654.48 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1545599 .2500 251,685.65 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545602 .2500 240,594.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545611 .2500 898,310.06 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545613 .2500 224,588.16 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1545620 .2500 59,913.06 .0300 9.6250 .0000 9.3750 .0000 9.3450 .0000 7.5000 1.8450 1545623 .2500 90,833.44 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1545640 .2500 63,672.49 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1 1545650 .2500 287,459.21 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545651 .2500 223,090.90 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1545655 .2500 570,237.78 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1545669 .2500 90,628.68 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545684 .2500 349,375.62 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1545688 .2500 229,613.20 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545702 .2500 123,513.94 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545715 .2500 265,168.79 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1545723 .2500 259,691.88 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1545743 .2500 84,954.28 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1545745 .2500 257,678.16 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545746 .2500 233,708.10 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545753 .2500 79,900.20 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545756 .2500 87,389.28 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1545763 .2500 129,849.87 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1545773 .2500 67,415.79 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1545774 .2500 231,710.59 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545784 .2500 259,683.86 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1545792 .2500 97,378.36 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545804 .2500 299,635.23 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1545901 .2500 305,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1545986 .2500 508,641.67 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1546054 .2500 239,692.87 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1546231 .2500 403,927.17 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1 1546463 .2500 255,828.23 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1546495 .2500 147,905.63 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1546515 .2500 235,467.92 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1546525 .2500 266,400.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1546557 .2500 508,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1546587 .2500 319,779.77 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1546597 .2500 217,350.31 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1546721 .2500 524,656.58 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1546794 .2500 343,736.21 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1546801 .2500 77,900.18 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1546821 .2500 628,898.72 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1547050 .2500 301,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1547072 .2500 225,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1547106 .2500 50,968.30 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1547215 .2500 233,277.40 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1547225 .2500 239,743.07 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1547239 .2500 476,404.95 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1547286 .2500 165,694.28 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1547360 .2500 299,788.26 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1547369 .2500 296,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1547478 .2500 207,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1547487 .2500 352,769.08 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1547533 .2500 187,873.85 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1547599 .2500 291,459.21 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1547621 .2500 239,861.92 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1547622 .2500 224,863.69 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1547625 .2500 294,796.98 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1547746 .2500 222,242.68 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1547774 .2500 399,744.93 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1547788 .2500 497,648.51 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1547803 .2500 95,950.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1547842 .2500 239,650.95 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1547854 .2500 89,619.94 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1547917 .2500 203,550.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1547947 .2500 275,000.00 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1547955 .2500 138,400.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1548001 .2500 380,744.35 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1548036 .2500 408,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1548061 .2500 252,430.51 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1548209 .2500 306,294.34 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1548210 .2500 143,812.82 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1548237 .2500 251,085.64 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1548242 .2500 384,000.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1548368 .2500 257,735.54 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1548527 .2500 192,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1548679 .2500 300,000.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1548720 .2500 247,824.96 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1548725 .2500 500,000.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1548733 .2500 187,071.17 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1548745 .2500 649,574.80 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1548753 .2500 178,500.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1548758 .2500 278,163.23 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1548817 .2500 519,642.14 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1548830 .2500 623,391.95 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1548844 .2500 241,860.69 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1548915 .2500 331,772.67 .0300 7.9000 .0000 7.6500 .0000 7.6200 .0000 7.5000 .1200 1 1548917 .2500 187,383.45 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1548918 .2500 146,903.83 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1548919 .2500 358,951.55 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1548920 .2500 103,628.27 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1548921 .2500 293,794.58 .0300 7.8000 .0000 7.5500 .0000 7.5200 .0000 7.5000 .0200 1548922 .2500 61,957.11 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1548923 .2500 349,757.90 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1548924 .2500 44,969.64 .0300 7.9750 .0000 7.7250 .0000 7.6950 .0000 7.5000 .1950 1 1548926 .2500 312,283.84 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1548931 .2500 179,885.22 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1548932 .2500 88,743.37 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1548933 .2500 47,971.66 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1548934 .2500 99,581.07 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1548935 .2500 54,962.53 .0300 7.9250 .0000 7.6750 .0000 7.6450 .0000 7.5000 .1450 1548940 .2500 230,842.62 .0300 7.9250 .0000 7.6750 .0000 7.6450 .0000 7.5000 .1450 1548941 .2500 237,433.98 .0300 7.8000 .0000 7.5500 .0000 7.5200 .0000 7.5000 .0200 1 1548944 .2500 329,669.49 .0300 7.8000 .0000 7.5500 .0000 7.5200 .0000 7.5000 .0200 1548945 .2500 393,327.75 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1548946 .2500 157,904.28 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1548947 .2500 49,965.41 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1548948 .2500 124,914.41 .0300 7.9000 .0000 7.6500 .0000 7.6200 .0000 7.5000 .1200 1548999 .2500 179,875.49 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549001 .2500 134,156.20 .0300 7.8000 .0000 7.5500 .0000 7.5200 .0000 7.5000 .0200 1549002 .2500 351,775.54 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1549003 .2500 74,953.38 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1549005 .2500 84,619.61 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1549012 .2500 294,795.95 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549013 .2500 119,917.41 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1549014 .2500 94,935.92 .0300 7.9750 .0000 7.7250 .0000 7.6950 .0000 7.5000 .1950 1549015 .2500 107,931.13 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1549017 .2500 259,820.15 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549018 .2500 159,900.55 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1549021 .2500 41,271.43 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549022 .2500 86,196.55 .0300 8.3900 .0000 8.1400 .0000 8.1100 .0000 7.5000 .6100 1549024 .2500 59,959.74 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1549025 .2500 137,899.61 .0300 7.6000 .0000 7.3500 .0000 7.3200 .0000 7.3200 .0000 1549026 .2500 91,937.00 .0300 7.9000 .0000 7.6500 .0000 7.6200 .0000 7.5000 .1200 1549028 .2500 70,057.53 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1549029 .2500 36,725.58 .0300 8.0500 .0000 7.8000 .0000 7.7700 .0000 7.5000 .2700 1549030 .2500 49,466.78 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1549035 .2500 134,906.62 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549036 .2500 361,749.60 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549037 .2500 53,862.33 .0300 7.8000 .0000 7.5500 .0000 7.5200 .0000 7.5000 .0200 1549038 .2500 128,361.59 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1549039 .2500 102,928.75 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549041 .2500 284,018.78 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1549065 .2500 61,712.60 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1549070 .2500 278,200.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1549083 .2500 117,918.38 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549084 .2500 109,933.36 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1549089 .2500 96,533.18 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549090 .2500 471,499.15 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1549092 .2500 151,894.86 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549093 .2500 263,817.39 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549096 .2500 273,834.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1549097 .2500 54,263.56 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1549106 .2500 274,815.47 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1549107 .2500 103,928.06 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549108 .2500 68,653.43 .0300 7.9500 .0000 7.7000 .0000 7.6700 .0000 7.5000 .1700 1549109 .2500 255,828.23 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1549111 .2500 89,438.09 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549112 .2500 174,230.01 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1549113 .2500 129,912.77 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1549114 .2500 374,760.87 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1549122 .2500 99,930.83 .0300 7.8500 .0000 7.6000 .0000 7.5700 .0000 7.5000 .0700 1549123 .2500 85,942.00 .0300 7.9750 .0000 7.7250 .0000 7.6950 .0000 7.5000 .1950 1549124 .2500 319,779.77 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1549125 .2500 275,807.15 .0300 7.8000 .0000 7.5500 .0000 7.5200 .0000 7.5000 .0200 1549126 .2500 99,937.84 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1549127 .2500 77,947.66 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1549128 .2500 150,903.71 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1549129 .2500 74,953.38 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1549189 .2500 600,000.00 .0800 7.8750 .0000 7.6250 .0000 7.5450 .0000 7.5000 .0450 1549209 .2500 464,679.99 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1549216 .2500 93,936.93 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1549403 .2500 339,277.92 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1549404 .2500 57,710.25 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1549414 .2500 297,994.78 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1549417 .2500 303,806.14 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1549418 .2500 539,672.86 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1 1549434 .2500 172,000.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1549475 .2500 278,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1549539 .2500 539,600.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1549566 .2500 78,300.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1549603 .2500 244,835.60 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1549606 .2500 128,921.85 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1549664 .2500 123,119.41 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1549711 .2500 245,000.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1 1549734 .2500 280,279.03 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1549747 .2500 225,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1549772 .2500 184,672.82 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1549810 .2500 244,348.03 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1549823 .2500 358,800.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1549829 .2500 465,702.85 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1549864 .2500 120,500.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1549969 .2500 166,196.64 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1550007 .2500 159,700.53 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550030 .2500 108,734.09 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550054 .2500 238,341.59 .0300 8.0500 .0000 7.8000 .0000 7.7700 .0000 7.5000 .2700 1550057 .2500 274,813.60 .0300 7.9500 .0000 7.7000 .0000 7.6700 .0000 7.5000 .1700 1550069 .2500 248,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550074 .2500 199,878.84 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550108 .2500 95,885.62 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1550121 .2500 180,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1550145 .2500 476,945.67 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550148 .2500 567,618.88 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1550300 .2500 136,850.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550328 .2500 247,824.97 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1550336 .2500 149,906.77 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550354 .2500 143,855.83 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1550356 .2500 429,725.80 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550360 .2500 223,118.19 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1 1550364 .2500 237,852.06 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550399 .2500 106,224.97 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1550400 .2500 271,617.62 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1550402 .2500 215,869.15 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550404 .2500 257,413.55 .0300 7.6250 .0000 7.3750 .0000 7.3450 .0000 7.3450 .0000 1550405 .2500 212,953.35 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1550409 .2500 126,714.92 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1550421 .2500 559,614.61 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1 1550430 .2500 311,785.28 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1550432 .2500 117,914.59 .0300 7.6250 .0000 7.3750 .0000 7.3450 .0000 7.3450 .0000 1550442 .2500 169,377.32 .0300 7.6250 .0000 7.3750 .0000 7.3450 .0000 7.3450 .0000 1550452 .2500 295,811.25 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550458 .2500 294,000.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550462 .2500 141,600.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550470 .2500 50,000.00 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1550474 .2500 136,912.64 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1550490 .2500 649,541.24 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1550495 .2500 119,817.48 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1550526 .2500 202,357.07 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1550607 .2500 242,153.21 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550612 .2500 234,838.27 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1550638 .2500 639,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1550639 .2500 385,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550658 .2500 84,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1550694 .2500 438,850.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1550700 .2500 305,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550701 .2500 148,000.00 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1550706 .2500 283,000.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550716 .2500 98,286.35 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550717 .2500 261,074.71 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1550719 .2500 117,848.98 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550721 .2500 132,742.49 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1 1550722 .2500 258,826.72 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550723 .2500 44,972.73 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550724 .2500 92,372.26 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1550726 .2500 96,480.12 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550728 .2500 224,856.52 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550729 .2500 235,705.58 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550730 .2500 250,528.67 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550731 .2500 183,427.54 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1550732 .2500 396,504.76 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550733 .2500 335,780.20 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1550734 .2500 229,198.72 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1550735 .2500 146,811.86 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550736 .2500 274,229.44 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550737 .2500 329,784.12 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1550738 .2500 498,681.80 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550739 .2500 299,662.38 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1 1550740 .2500 55,882.69 .0300 9.1250 .0000 8.8750 .0000 8.8450 .0000 7.5000 1.3450 1550741 .2500 211,735.52 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550742 .2500 74,702.33 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550743 .2500 122,080.22 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1550744 .2500 224,733.45 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1550745 .2500 239,493.12 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550746 .2500 191,510.13 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550747 .2500 119,811.90 .0300 9.2500 .0000 9.0000 .0000 8.9700 .0000 7.5000 1.4700 1 1550748 .2500 78,278.40 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550749 .2500 65,962.02 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550750 .2500 174,899.31 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550751 .2500 199,750.50 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550752 .2500 84,602.17 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550753 .2500 49,571.46 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550754 .2500 90,693.59 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550755 .2500 111,924.85 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1550756 .2500 55,766.93 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1550757 .2500 583,213.67 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1550758 .2500 334,592.66 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550760 .2500 71,958.57 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550761 .2500 239,708.17 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550762 .2500 89,071.30 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550763 .2500 400,037.46 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550764 .2500 349,793.36 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1 1550765 .2500 271,693.89 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1550766 .2500 276,155.08 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550767 .2500 80,706.68 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550768 .2500 599,171.45 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1550769 .2500 274,965.26 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550770 .2500 359,490.18 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1550771 .2500 499,392.05 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550772 .2500 314,645.49 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1 1550774 .2500 129,841.93 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550775 .2500 268,128.91 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550776 .2500 319,690.74 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1550777 .2500 287,346.96 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1550778 .2500 206,518.39 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1550779 .2500 303,620.78 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550780 .2500 241,667.57 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1550781 .2500 148,309.95 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1550782 .2500 104,831.07 .0300 9.1250 .0000 8.8750 .0000 8.8450 .0000 7.5000 1.3450 1550783 .2500 40,474.17 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550784 .2500 74,904.03 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550786 .2500 539,392.28 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1550787 .2500 142,040.02 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550788 .2500 89,887.72 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550789 .2500 97,439.39 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1550790 .2500 91,896.46 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1 1550794 .2500 265,277.04 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550823 .2500 232,943.59 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1550880 .2500 369,764.06 .0800 8.2500 .0000 8.0000 .0000 7.9200 .0000 7.5000 .4200 1550892 .2500 249,340.89 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1550895 .2500 283,827.95 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1550941 .2500 251,089.78 .0800 8.2500 .0000 8.0000 .0000 7.9200 .0000 7.5000 .4200 1551023 .2500 121,516.32 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551039 .2500 259,829.93 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1551058 .2500 449,713.05 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551088 .2500 375,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551112 .2500 233,842.99 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551115 .2500 316,797.86 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551118 .2500 600,000.00 .0800 7.7500 .0000 7.5000 .0000 7.4200 .0000 7.4200 .0000 1551121 .2500 374,766.91 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551122 .2500 239,051.33 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551124 .2500 397,233.39 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1551125 .2500 295,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551147 .2500 223,853.47 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551174 .2500 110,500.00 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551197 .2500 271,642.93 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551198 .2500 335,000.00 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551204 .2500 170,400.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551286 .2500 311,000.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551345 .2500 283,809.44 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1551349 .2500 239,700.62 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551388 .2500 616,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551391 .2500 290,700.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551401 .2500 254,837.40 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551406 .2500 270,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551407 .2500 475,200.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551410 .2500 298,000.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551412 .2500 319,779.78 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1 1551413 .2500 134,907.10 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551414 .2500 270,000.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551429 .2500 243,750.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551434 .2500 331,765.68 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551435 .2500 240,866.93 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551436 .2500 305,566.67 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551438 .2500 426,579.66 .0300 7.6250 .0000 7.3750 .0000 7.3450 .0000 7.3450 .0000 1551439 .2500 375,238.09 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1551440 .2500 44,972.03 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551442 .2500 83,754.20 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551443 .2500 411,716.46 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551444 .2500 361,257.44 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551446 .2500 265,221.92 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551447 .2500 352,513.32 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551448 .2500 599,597.41 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551449 .2500 624,601.45 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1551452 .2500 390,750.68 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551454 .2500 210,878.60 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551456 .2500 355,748.74 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551457 .2500 499,681.17 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551458 .2500 473,308.82 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551459 .2500 399,724.72 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551460 .2500 222,899.48 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551461 .2500 549,658.14 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1551462 .2500 137,940.50 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551463 .2500 152,699.28 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551464 .2500 264,822.19 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551465 .2500 329,588.34 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551467 .2500 276,073.85 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551468 .2500 120,425.10 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551469 .2500 251,901.13 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551470 .2500 82,949.72 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1 1551471 .2500 293,180.92 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551472 .2500 129,921.24 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551473 .2500 259,838.39 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551474 .2500 239,846.96 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551475 .2500 229,705.67 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551476 .2500 599,597.41 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551477 .2500 280,084.54 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551478 .2500 104,931.32 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1551479 .2500 244,724.28 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551480 .2500 239,838.97 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551481 .2500 52,318.35 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551482 .2500 281,610.58 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551484 .2500 239,692.87 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551485 .2500 299,798.71 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551486 .2500 377,140.88 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551487 .2500 224,849.03 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1551490 .2500 374,735.32 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551491 .2500 358,740.17 .0300 7.6250 .0000 7.3750 .0000 7.3450 .0000 7.3450 .0000 1551492 .2500 294,796.99 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551493 .2500 349,342.81 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551494 .2500 274,620.26 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551496 .2500 372,497.79 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551498 .2500 274,841.78 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551499 .2500 234,846.28 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1551501 .2500 219,703.77 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551502 .2500 371,559.16 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551504 .2500 284,644.47 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551505 .2500 277,017.51 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551506 .2500 256,211.34 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551507 .2500 116,560.87 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551509 .2500 68,620.67 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551510 .2500 238,987.65 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1 1551511 .2500 326,933.51 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551513 .2500 229,853.34 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551514 .2500 245,677.08 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551515 .2500 233,141.63 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551516 .2500 368,141.46 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551517 .2500 164,697.99 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551518 .2500 499,093.97 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551520 .2500 228,157.64 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1551521 .2500 159,789.95 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551522 .2500 264,644.25 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551523 .2500 421,559.83 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551524 .2500 243,530.01 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551525 .2500 176,887.14 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551526 .2500 127,638.61 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551528 .2500 287,436.31 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551529 .2500 217,492.78 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1 1551530 .2500 428,247.96 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551531 .2500 271,003.04 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551533 .2500 395,542.66 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551534 .2500 137,062.55 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551535 .2500 349,427.67 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551536 .2500 241,944.96 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551537 .2500 479,165.47 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551538 .2500 338,144.71 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1 1551540 .2500 337,033.94 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551544 .2500 399,501.02 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551548 .2500 257,864.89 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551549 .2500 115,869.46 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551550 .2500 221,309.10 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551551 .2500 337,589.03 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551553 .2500 558,052.98 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551554 .2500 185,767.99 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1551557 .2500 222,031.48 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551559 .2500 374,495.08 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551560 .2500 271,642.93 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551561 .2500 292,345.72 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551562 .2500 227,715.57 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551570 .2500 329,348.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551571 .2500 261,705.15 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551573 .2500 199,769.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1 1551574 .2500 95,841.50 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1551575 .2500 149,808.04 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551576 .2500 282,597.05 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551577 .2500 239,676.87 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551578 .2500 140,056.33 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551579 .2500 299,575.15 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551581 .2500 255,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551582 .2500 125,726.15 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1 1551583 .2500 266,041.31 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551584 .2500 300,103.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551585 .2500 279,900.39 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551586 .2500 298,827.97 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551588 .2500 349,752.97 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551589 .2500 293,661.50 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551591 .2500 149,539.18 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551592 .2500 94,834.82 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1 1551594 .2500 80,556.84 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551595 .2500 78,949.62 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551597 .2500 249,554.03 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551599 .2500 36,958.36 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551600 .2500 222,978.55 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551601 .2500 155,795.21 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551602 .2500 157,322.75 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551603 .2500 283,654.68 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1 1551606 .2500 384,898.22 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551607 .2500 598,865.57 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551609 .2500 569,324.54 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551611 .2500 648,779.49 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551612 .2500 295,645.48 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551613 .2500 65,562.25 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551614 .2500 599,617.40 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551615 .2500 242,577.50 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1 1551617 .2500 390,972.87 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551618 .2500 349,325.85 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551620 .2500 260,503.35 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551621 .2500 233,497.17 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551622 .2500 289,815.08 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551624 .2500 310,292.14 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551625 .2500 79,905.20 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551626 .2500 221,012.03 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1551627 .2500 223,853.48 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551628 .2500 269,636.47 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551629 .2500 328,057.69 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551630 .2500 285,634.01 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551631 .2500 224,612.19 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551632 .2500 263,662.16 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551634 .2500 344,535.48 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551635 .2500 126,130.13 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1551636 .2500 254,828.90 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551637 .2500 254,673.68 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551638 .2500 115,858.96 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551639 .2500 144,707.67 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551640 .2500 235,649.64 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551641 .2500 319,779.78 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551642 .2500 219,045.29 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551643 .2500 254,428.85 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1551644 .2500 251,830.91 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551645 .2500 97,539.34 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551646 .2500 549,630.96 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551647 .2500 408,495.93 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551648 .2500 248,289.45 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551650 .2500 314,783.22 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551651 .2500 62,857.79 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551652 .2500 279,957.20 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1 1551653 .2500 217,764.56 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551654 .2500 475,674.75 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551655 .2500 464,679.98 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551656 .2500 250,820.29 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551657 .2500 237,732.15 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551659 .2500 268,645.69 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551660 .2500 419,405.21 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551661 .2500 223,874.42 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1 1551662 .2500 798,949.83 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551663 .2500 241,939.98 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551664 .2500 359,798.17 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551665 .2500 318,985.82 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551667 .2500 524,647.73 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551668 .2500 701,452.41 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551670 .2500 324,808.12 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551672 .2500 345,558.57 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1 1551673 .2500 245,113.48 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551674 .2500 349,552.09 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551676 .2500 328,079.61 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551677 .2500 223,732.28 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551678 .2500 1,129,898.39 .0300 9.1250 .0000 8.8750 .0000 8.8450 .0000 7.5000 1.3450 1551681 .2500 249,663.37 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551682 .2500 249,686.56 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551683 .2500 449,180.64 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1 1551684 .2500 91,440.14 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551685 .2500 138,917.93 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551686 .2500 242,832.77 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551687 .2500 310,841.15 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551688 .2500 49,300.92 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551689 .2500 247,624.50 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551691 .2500 129,841.93 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551692 .2500 384,741.67 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1551693 .2500 236,352.99 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551694 .2500 251,826.57 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551695 .2500 243,844.40 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551696 .2500 476,488.10 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551697 .2500 294,316.94 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551699 .2500 242,696.86 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551700 .2500 82,896.46 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551702 .2500 100,674.24 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1551703 .2500 136,829.10 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551704 .2500 87,878.46 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551705 .2500 299,635.21 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551706 .2500 104,875.57 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551707 .2500 253,458.26 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551709 .2500 234,354.24 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551712 .2500 265,321.85 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551713 .2500 255,374.13 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1 1551715 .2500 328,805.76 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551717 .2500 351,786.75 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551721 .2500 218,549.49 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551722 .2500 121,030.32 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551725 .2500 249,836.46 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551726 .2500 230,926.54 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551727 .2500 406,547.14 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551728 .2500 54,338.76 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1 1551729 .2500 447,714.32 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551730 .2500 349,552.10 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551731 .2500 76,209.57 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551733 .2500 246,674.68 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551734 .2500 99,936.23 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551735 .2500 346,682.57 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551736 .2500 299,298.70 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551737 .2500 298,741.74 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1551738 .2500 280,031.90 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551742 .2500 299,616.08 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551743 .2500 329,029.08 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551744 .2500 238,909.14 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551745 .2500 296,065.86 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551746 .2500 289,619.30 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551747 .2500 283,804.55 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551748 .2500 291,735.20 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1551749 .2500 76,453.66 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551750 .2500 299,798.70 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551751 .2500 311,790.65 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551752 .2500 105,534.36 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551753 .2500 409,738.55 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551754 .2500 146,304.23 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551755 .2500 150,299.08 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551756 .2500 111,932.14 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1 1551757 .2500 264,626.79 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551759 .2500 81,267.52 .0300 9.3750 .0000 9.1250 .0000 9.0950 .0000 7.5000 1.5950 1551760 .2500 519,684.97 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551761 .2500 99,634.46 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551762 .2500 299,798.70 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551763 .2500 99,937.85 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551764 .2500 143,057.12 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551765 .2500 92,816.24 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1551771 .2500 79,894.98 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551772 .2500 108,526.23 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551773 .2500 241,155.45 .0300 9.8750 .0000 9.6250 .0000 9.5950 .0000 7.5000 2.0950 1551774 .2500 267,509.47 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551779 .2500 87,903.50 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1551780 .2500 87,875.36 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551781 .2500 361,992.16 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551782 .2500 277,661.98 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1 1551783 .2500 364,532.89 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551784 .2500 50,936.38 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551785 .2500 67,582.95 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551786 .2500 649,474.87 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551788 .2500 80,162.01 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1551789 .2500 499,198.46 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551790 .2500 127,926.35 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551791 .2500 160,100.03 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1551792 .2500 843,862.24 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551795 .2500 107,823.95 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551796 .2500 44,975.41 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1551797 .2500 88,239.61 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551798 .2500 70,657.16 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551799 .2500 95,143.79 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1551801 .2500 96,632.35 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551802 .2500 60,919.91 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1551819 .2500 353,197.29 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1551820 .2500 284,196.96 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551822 .2500 786,971.60 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551824 .2500 712,045.66 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551826 .2500 948,047.10 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551827 .2500 226,559.69 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551828 .2500 559,226.69 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551830 .2500 327,580.24 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1551832 .2500 314,586.49 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551833 .2500 823,889.19 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551835 .2500 307,248.88 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551842 .2500 299,803.75 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551847 .2500 218,214.28 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1551848 .2500 237,325.60 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1551849 .2500 259,483.49 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551851 .2500 280,748.27 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1 1551852 .2500 233,842.99 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551853 .2500 239,261.73 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551854 .2500 310,369.78 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1551855 .2500 238,518.12 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1551856 .2500 190,268.97 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551857 .2500 390,686.47 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1551859 .2500 242,103.25 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1551860 .2500 584,158.74 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1 1551863 .2500 74,948.39 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1551865 .2500 909,515.73 .0300 9.1250 .0000 8.8750 .0000 8.8450 .0000 7.5000 1.3450 1551866 .2500 334,786.39 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1551867 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107,727.67 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1553235 .2500 184,672.82 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553236 .2500 149,812.88 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553237 .2500 359,758.45 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553242 .2500 239,676.87 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553247 .2500 247,833.59 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553248 .2500 649,574.80 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1553249 .2500 77,165.29 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1553251 .2500 238,331.66 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1 1553252 .2500 220,461.08 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553254 .2500 294,117.24 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1553256 .2500 224,676.04 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553259 .2500 730,745.52 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553261 .2500 266,154.53 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1553262 .2500 523,312.14 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1553264 .2500 62,460.14 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553265 .2500 112,322.65 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1 1553266 .2500 111,928.58 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553267 .2500 399,724.72 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553271 .2500 252,850.63 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1553272 .2500 104,934.73 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553274 .2500 243,056.41 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1553275 .2500 269,688.17 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553276 .2500 97,336.28 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1553277 .2500 96,288.56 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1553278 .2500 415,747.97 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553279 .2500 116,719.61 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553281 .2500 499,697.10 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553286 .2500 347,060.99 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553288 .2500 226,762.54 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553290 .2500 343,786.18 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553292 .2500 164,715.35 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1553293 .2500 255,353.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1 1553294 .2500 74,953.38 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553297 .2500 37,600.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553299 .2500 637,949.18 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553302 .2500 235,800.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553304 .2500 93,480.21 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553306 .2500 103,936.99 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553307 .2500 97,484.54 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553308 .2500 275,015.34 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1553312 .2500 149,909.12 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553315 .2500 102,934.32 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553317 .2500 117,932.11 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553319 .2500 103,940.16 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553320 .2500 94,342.81 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553321 .2500 46,370.41 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553323 .2500 91,942.34 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553324 .2500 286,839.10 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1 1553328 .2500 230,562.02 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553330 .2500 53,133.63 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553331 .2500 126,498.22 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553332 .2500 235,437.86 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553334 .2500 357,288.93 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1553336 .2500 87,445.61 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553337 .2500 399,775.75 .0300 8.8750 .0000 8.6250 .0000 8.5950 .0000 7.5000 1.0950 1553339 .2500 267,061.38 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1 1553340 .2500 239,846.96 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553342 .2500 143,914.98 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1553343 .2500 239,089.46 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553344 .2500 107,186.68 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1553345 .2500 65,460.32 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553347 .2500 109,929.85 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553348 .2500 399,763.84 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1553349 .2500 221,151.50 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1553350 .2500 261,741.34 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553351 .2500 649,585.51 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553352 .2500 554,627.60 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553353 .2500 443,947.95 .0300 9.1250 .0000 8.8750 .0000 8.8450 .0000 7.5000 1.3450 1553361 .2500 52,000.00 .0800 8.0000 .0000 7.7500 .0000 7.6700 .0000 7.5000 .1700 1553366 .2500 143,758.27 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553384 .2500 196,000.00 .0800 8.6250 .0000 8.3750 .0000 8.2950 .0000 7.5000 .7950 1553395 .2500 217,500.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1 1553409 .2500 169,500.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553412 .2500 208,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553413 .2500 161,250.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553448 .2500 410,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553493 .2500 400,000.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553496 .2500 244,500.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553525 .2500 129,400.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553539 .2500 231,600.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1553558 .2500 270,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553560 .2500 260,750.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553564 .2500 280,000.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1553567 .2500 229,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553568 .2500 225,150.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553581 .2500 150,350.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553583 .2500 100,000.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553605 .2500 121,500.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1553642 .2500 99,934.58 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1553661 .2500 335,900.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553686 .2500 179,876.13 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553702 .2500 112,701.31 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1553742 .2500 223,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553743 .2500 251,900.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553745 .2500 205,750.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553746 .2500 84,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1 1553747 .2500 273,838.23 .0300 8.6250 .0000 8.3750 .0000 8.3450 .0000 7.5000 .8450 1553755 .2500 299,068.72 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553757 .2500 626,400.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1553759 .2500 232,044.20 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553762 .2500 236,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1553782 .2500 144,000.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1553789 .2500 31,500.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553815 .2500 156,800.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1 1553839 .2500 310,785.97 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553845 .2500 230,050.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553867 .2500 290,000.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1553869 .2500 479,693.92 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553871 .2500 144,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553873 .2500 230,300.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553877 .2500 285,400.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553883 .2500 798,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1553885 .2500 243,200.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1553923 .2500 199,756.82 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1553926 .2500 158,500.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553982 .2500 189,600.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1553989 .2500 248,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1553992 .2500 324,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1553997 .2500 232,000.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1554106 .2500 165,000.00 .0300 9.2500 .0000 9.0000 .0000 8.9700 .0000 7.5000 1.4700 1 1554110 .2500 297,500.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1554157 .2500 148,000.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1554158 .2500 358,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1554159 .2500 142,400.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1554161 .2500 283,500.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1554169 .2500 182,500.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 1554170 .2500 161,250.00 .0300 9.0000 .0000 8.7500 .0000 8.7200 .0000 7.5000 1.2200 1554251 .2500 250,127.74 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1 1554253 .2500 476,695.84 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1554255 .2500 264,812.97 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1554256 .2500 266,230.13 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1554281 .2500 228,950.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1554287 .2500 272,000.00 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1554351 .2500 95,900.00 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1554360 .2500 282,200.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1554363 .2500 280,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1 1554364 .2500 400,000.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1554365 .2500 268,000.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1554388 .2500 260,000.00 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1554405 .2500 229,853.33 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1554409 .2500 110,076.08 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1554413 .2500 245,381.01 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1554418 .2500 153,713.14 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1554419 .2500 197,910.21 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1 1554420 .2500 207,367.68 .0300 8.2500 .0000 8.0000 .0000 7.9700 .0000 7.5000 .4700 1554421 .2500 203,463.38 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1554426 .2500 321,294.35 .0300 7.7500 .0000 7.5000 .0000 7.4700 .0000 7.4700 .0000 1554432 .2500 197,550.00 .0300 8.7500 .0000 8.5000 .0000 8.4700 .0000 7.5000 .9700 1554434 .2500 244,739.80 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1554435 .2500 320,556.71 .0300 7.8750 .0000 7.6250 .0000 7.5950 .0000 7.5000 .0950 1554439 .2500 312,980.38 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1554440 .2500 225,752.22 .0300 8.1250 .0000 7.8750 .0000 7.8450 .0000 7.5000 .3450 1 1554441 .2500 315,200.00 .0300 8.3750 .0000 8.1250 .0000 8.0950 .0000 7.5000 .5950 1555531 .2500 352,500.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1555577 .2500 146,300.00 .0300 8.0000 .0000 7.7500 .0000 7.7200 .0000 7.5000 .2200 1555578 .2500 256,500.00 .0300 8.5000 .0000 8.2500 .0000 8.2200 .0000 7.5000 .7200 TOTAL NUMBER OF LOANS: 1010 TOTAL BALANCE........: 257,678,667.23 RUN ON : 03/12/97 RFC DISCLOSURE SYSTEM RFFSDFIX-01 AT : 13.41.36 INITIAL SECURITY FEES AMORTIZED BALANCE SERIES : RFMSI I 1997-S3 FIXED SUMMARY REPORT CUTOFF : 02/01/97 POOL : 0004238 : : POOL STATUS: F WEIGHTED AVERAGES FROM TO ----------------------------------------------------------------------- CURR NOTE RATE 8.2394 7.6000 9.8750 RFC NET RATE 7.9894 7.3500 9.6250 NET MTG RATE(INVSTR RATE) 7.9590 7.3200 9.5950 POST STRIP RATE 7.4967 7.3200 7.5000 SUB SERV FEE .2500 .2500 .2500 MSTR SERV FEE .0304 .0300 .0800 ALL EXP .0000 .0000 .0000 MISC EXP .0000 .0000 .0000 SPREAD .0000 .0000 .0000 STRIP .4622 .0000 2.0950 TOTAL NUMBER OF LOANS: 1010 TOTAL BALANCE........: 257,678,667.23 *************************** * END OF REPORT * *************************** [NY01B:304392.2] 16069-00388 02/14/97 1:23pm F-1 EXHIBIT G FORM OF SELLER/SERVICER CONTRACT This Seller/Servicer Contract (as may be amended, supplemented or otherwise modified from time to time, this "Contract") is made this _________ day of _______, 19____, by and between Residential Funding Corporation, its successors and assigns ("Residential Funding") and _____________________ (the "Seller/Servicer," and, together with Residential Funding, the "parties" and each, individually, a "party"). WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service Loans for, Residential Funding, and Residential Funding desires to purchase Loans from the Seller/Servicer and/or have the Seller/Servicer service various of its Loans, pursuant to the terms of this Contract and the Residential Funding Seller and Servicer Guides incorporated herein by reference, as amended, supplemented or otherwise modified, from time to time (together, the "Guides"). NOW, THEREFORE, in consideration of the premises, and the terms, conditions and agreements set forth below, the parties agree as follows: 1. Incorporation of Guides by Reference. The Seller/Servicer acknowledges that it has received and read the Guides. All provisions of the Guides are incorporated by reference into and made a part of this Contract, and shall be binding upon the parties; provided, however, that the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for Residential Funding only if and for so long as it shall have been authorized to do so by Residential Funding in writing. Specific reference in this Contract to particular provisions of the Guides and not to other provisions does not mean that those provisions of the Guides not specifically cited in this Contract are not applicable. All terms used herein shall have the same meanings as such terms have in the Guides, unless the context clearly requires otherwise. 2. Amendments. This Contract may not be amended or modified orally, and no provision of this Contract may be waived or amended except in writing signed by the party against whom enforcement is sought. Such a written waiver or amendment must expressly reference this Contract. However, by their terms, the Guides may be amended or supplemented by Residential Funding from time to time. Any such amendment(s) to the Guides shall be binding upon the parties hereto. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm G-1 3. Representations and Warranties. a. Reciprocal Representations and Warranties. The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract: (1) Each party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, is qualified, if necessary, to do business and in good standing in each jurisdiction in which it is required to be so qualified, and has the requisite power and authority to enter into this Contract and all other agreements which are contemplated by this Contract and to carry out its obligations hereunder and under the Guides and under such other agreements. (2) This Contract has been duly authorized, executed and delivered by each party and constitutes a valid and legally binding agreement of each party enforceable in accordance with its terms. (3) There is no action, proceeding or investigation pending or threatened, and no basis therefor is known to either party, that could affect the validity or prospective validity of this Contract. (4) Insofar as its capacity to carry out any obligation under this Contract is concerned, neither party is in violation of any charter, articles of incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation and none of the foregoing adversely affects its capacity to fulfill any of its obligations under this Contract. Its execution of, and performance pursuant to, this Contract will not result in a violation of any of the foregoing. b. Seller/Servicer's Representations, Warranties and Covenants. In addition to the representations, warranties and covenants made by the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the Seller/Servicer makes the representations, warranties and covenants set forth in the Guides and, upon request, agrees to deliver to Residential Funding the certified Resolution of Board of Directors which authorizes the execution and delivery of this Contract. 4. Remedies of Residential Funding. If an Event of Seller Default or an Event of Servicer Default shall occur, Residential Funding may, at its option, exercise one or more of those remedies set forth in the Guides. 5. Seller/Servicer's Status as Independent Contractor. At no time shall the Seller/Servicer represent that it is acting as an agent of Residential Funding. The Seller/Servicer shall, at all times, act as an independent contractor. 6. Prior Agreements Superseded. This Contract restates, amends and supersedes any and all prior Seller Contracts or Servicer Contracts between the parties except that any subservicing agreement executed by the Seller/Servicer in connection with any loan-security exchange transaction shall not be affected. 7. Assignment. This Contract may not be assigned or transferred, in whole or in part, by the Seller/Servicer without the prior written consent of Residential Funding. Residential Funding may sell, assign, convey, hypothecate, pledge or in any other way transfer, in whole or in part, without restriction, its rights under this Contract and the Guides with respect to any Commitment or Loan. 8. Notices. All notices, requests, demands or other communications that are to be given under this Contract shall be in writing, addressed to the appropriate parties and sent by telefacsimile or by overnight courier or by United States mail, postage prepaid, to the addresses and telefacsimile numbers specified below. However, another name, address and/or telefacsimile number may be substituted by the Seller/Servicer pursuant to the requirements of this paragraph 8, or Residential Funding pursuant to an amendment to the Guides. If to Residential Funding, notices must be sent to the appropriate address or telefacsimile number specified in the Guides. If to the Seller/Servicer, notice must be sent to: Attention: Telefacsimile Number: (___) ___-____ 9. Jurisdiction and Venue. Each of the parties irrevocably submits to the jurisdiction of any state or federal court located in Hennepin County, Minnesota, over any action, suit or proceeding to enforce or defend any right under this Contract or otherwise arising from any loan sale or servicing relationship existing in connection with this Contract, and each of the parties irrevocably agrees that all claims in respect of any such action or proceeding may be heard or determined in such state or federal court. Each of the parties irrevocably waives the defense of an inconvenient forum to the maintenance of any such action or proceeding and any other substantive or procedural rights or remedies it may have with respect to the maintenance of any such action or proceeding in any such forum. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Each of the parties further agrees not to institute any legal actions or proceedings against the other party or any director, officer, employee, attorney, agent or property of the other party, arising out of or relating to this Contract in any court other than as hereinabove specified in this paragraph 9. 10. Miscellaneous. This Contract, including all documents incorporated by reference herein, constitutes the entire understanding between the parties hereto and supersedes all other agreements, covenants, representations, warranties, understandings and communications between the parties, whether written or oral, with respect to the transactions contemplated by this Contract. All paragraph headings contained herein are for convenience only and shall not be construed as part of this Contract. Any provision of this Contract that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and, to this end, the provisions hereof are severable. This Contract shall be governed by, and construed and enforced in accordance with, applicable federal laws and the laws of the State of Minnesota. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm G-2 IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer and Residential Funding have executed this Seller/Servicer Contract as of the date first above written. ATTEST: SELLER/SERVICER [Corporate Seal] (Name of Seller/Servicer) By: By: (Signature) (Signature) By: (Typed Name) (Typed Name) Title: Title: ATTEST: RESIDENTIAL FUNDING CORPORATION By: By: (Signature) (Signature) By: (Typed Name) (Typed Name) Title: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm G-3 EXHIBIT H FORMS 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#: 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 [NY01B:304392.2] 16069-00388 02/14/97 1:23pm H-1 EXHIBIT I-1 FORM OF TRANSFER AFFIDAVIT AND AGREEMENT STATE OF ) : ss.: COUNTY OF ) [NAME OF OFFICER], being first duly sworn, deposes and says: 1. That he is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Mortgage Pass-Through Certificates, Series 1997-S3, Class R-I and Class R-II (the "Owner")), a [savings institution] [corporation] duly organized and existing under the laws of [the State of __________________] [the United States], on behalf of which he makes this affidavit and agreement. 2. That the Owner (i) is not and will not be a "disqualified organization" as of [date of transfer] within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will endeavor to remain other than a disqualified organization for so long as it retains its ownership interest in the Class R Certificates, and (iii) is acquiring the Class R Certificates for its own account or for the account of another Owner from which it has received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For this purpose, a "disqualified organization" means the United States, any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such governmental entity) or any foreign government, international organization or any agency or instrumentality of such foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income). 3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R Certificates to disqualified organizations under the Code, that applies to all transfers of Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor, or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a disqualified organization, on the agent; (iii) that the person otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that the Class R Certificates may be "noneconomic residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax. 4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class R Certificates if at any time during the taxable year of the pass-through entity a disqualified organization is the record holder of an interest in such entity. (For this purpose, a "pass through entity" includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.) 5. That the Owner is aware that the Trustee will not register the transfer of any Class R Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any of the representations contained in such affidavit and agreement are false. 6. That the Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the provisions of Section 5.02(f) of the Pooling and Servicing Agreement under which the Class R Certificates were issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee to deliver payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner holds such Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to comply with such restrictions and provisions. 7. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization. 8. The Owner's Taxpayer Identification Number is ______________. 9. This affidavit and agreement relates only to the Class R Certificates held by the Owner and not to any other holder of the Class R Certificates. The Owner understands that the liabilities described herein relate only to the Class R Certificates. 10. That no purpose of the Owner relating to the transfer of any of the Class R Certificates by the Owner is or will be to impede the assessment or collection of any tax. 11. That the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the Class R Certificate that the Owner intends to pay taxes associated with holding such Class R Certificate as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificate. 12. That the Owner has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding. 13. The Owner is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States or any political subdivision thereof, or an estate or trust whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm I-1-1 IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto attached, attested by its [Assistant] Secretary, this ____ day of _______________, 199__. [NAME OF OWNER] By: [Name of Officer] [Title of Officer] [Corporate Seal] ATTEST: [Assistant] Secretary Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner. Subscribed and sworn before me this ____ day of ________________, 199__. NOTARY PUBLIC COUNTY OF STATE OF My Commission expires the ____ day of _______________, 19__. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm I-1-2 EXHIBIT I-2 FORM OF TRANSFEROR CERTIFICATE __________________, 19__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 600 Minneapolis, Minnesota 55437 The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, Illinois 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 Re: Mortgage Pass-Through Certificates, Series 1997-S3, Class R-I and Class R-II Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _______________________________ (the "Seller") to _______________________________ (the "Purchaser") of $_____________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series 1997-S3, Class R-I and Class R-II (the "Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 1997 among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and The First National Bank of Chicago, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: 1. No purpose of the Seller relating to the transfer of the Certificate by the Seller to the Purchaser is or will be to impede the assessment or collection of any tax. 2. The Seller understands that the Purchaser has delivered to the Trustee and the Master Servicer a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller does not know or believe that any representation contained therein is false. 3. The Seller has at the time of the transfer conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as they become due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Seller understands that the transfer of a Class R Certificate may not be respected for United States income tax purposes (and the Seller may continue to be liable for United States income taxes associated therewith) unless the Seller has conducted such an investigation. 4. The Seller has no actual knowledge that the proposed Transferee is not both a United States Person and a Permitted Transferee. Very truly yours, (Seller) By: Name: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm I-2-1 EXHIBIT J-1 FORM OF INVESTOR REPRESENTATION LETTER ______________, 19__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 600 Minneapolis, MN 55437 The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, Illinois 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 RE: Mortgage Pass-Through Certificates, Series 1997-S3, Class B-__ Ladies and Gentlemen: _________________________ (the "Purchaser") intends to purchase from ___________________________ (the "Seller") $_____________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series 1997-S3, Class __ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 1997 among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and The First National Bank of Chicago, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: 1. The Purchaser understands that (a) the Certificates have not been and will not be registered or qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law, (b) the Company is not required to so register or qualify the Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect. 2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any applicable state securities laws. 3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated pursuant to the Act. 4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private Placement Memorandum, dated ____________, 199_, relating to the Certificates (b)] a copy of the Pooling and Servicing Agreement and [b] [c] such other information concerning the Certificates, the Mortgage Loans and the Company as has been requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not purchase the Certificates from the Seller in connection with the initial distribution of the Certificates and was provided with a copy of the Private Placement Memorandum (the "Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the Company, the Purchaser acknowledges that such Memorandum was provided to it by the Seller, that the Memorandum was prepared by the Company solely for use in connection with the Original Sale and the Company did not participate in or facilitate in any way the purchase of the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look solely to the Seller and not to the Company with respect to any damage, liability, claim or expense arising out of, resulting from or in connection with (a) error or omission, or alleged error or omission, contained in the Memorandum, or (b) any information, development or event arising after the date of the Memorandum.] 5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) make any general solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would constitute a distribution of any Certificate under the Act, that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. *6. The Purchaser represents that either (a) or (b) is satisfied, as marked below: a. is not any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986 (the "Code"), a Person acting, directly or indirectly, on behalf of any such 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; or b. will provide the Trustee, the Company and the Master Servicer with either: (i) an opinion of counsel, satisfactory to the Trustee, the Company and the Master Servicer, to the effect that the purchase and holding of a Certificate by or on behalf of the Purchaser is permissible under applicable law, will not constitute or result in a 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 Company or the Master Servicer to any obligation or liability (including liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee, the Company or the Master Servicer; or (ii) in lieu of such opinion of counsel, a certification in the form of Exhibit J-2 to the Pooling and Servicing Agreement. * To be inserted when Prohibited Transaction Exemption 94-29, the individual exemption granted to RFC by the Department of Labor, will not exempt a transaction from the application of the prohibited transaction provisions of ERISA and the Code. Very truly yours, By: Name: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm J-1 EXHIBIT J-2 FORM OF ERISA REPRESENTATION LETTER _____________, 199__ Residential Funding Corporation 8400 Normandale Lake Boulevard Suite 600 Minneapolis, MS 55437 Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 600 Minneapolis, MS 55437 The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, IL 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 Re: Mortgage Pass-Through Certificates, Series 1997-S3, Class____ Dear Sirs: ___________________ (the "Purchaser") intends to purchase from ___________________ (the "Seller") $ _________________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series 1997-S3, Class ____ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the"Pooling and Servicing Agreement"), dated as of February 1, 1997, among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer (the "Master Servicer") and The First National Bank of Chicago, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee and the Master Servicer that the following statements in either (1) or (2) are accurate: (1) The Certificates (i) are not being acquired by, and will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101; or (2) The purchase of Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code, will not subject the Company, the Trustee or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement and, with respect to each source of funds ("Source") being used by the Purchaser to acquire the Certificates, each of the following statements are accurate: (a) the Purchaser is an insurance company; (b) the Source is assets of the Purchaser's "general account;" (c) the conditions set forth in Sections I and III of Prohibited Transaction Class Exemption ("PTCE") 95-60 issued by the DOL have been satisfied and the purchase, holding and transfer of Certificates by or on behalf of the Purchaser are exempt under PTCE 95-60; and (d) the amount of reserves and liabilities for such general account contracts held by or on behalf of any Plan do not exceed 10% of the total reserves and liabilities of such general account plus surplus as of the date hereof (for purposes of this clause, all Plans maintained by the same employer (or affiliate thereof) or employee organization are deemed to be a single Plan) in connection with its purchase and holding of such Certificates. Very truly yours, By: Name: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm J-2 EXHIBIT K FORM OF TRANSFEROR REPRESENTATION LETTER , 19 Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 600 Minneapolis, MN 55437 The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, IL 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 Re: Mortgage Pass-Through Certificates, Series 1997-S3, [Class B-] Ladies and Gentlemen: In connection with the sale by (the "Seller") to (the ------------- - ------------------ "Purchaser") of $ Initial Certificate Principal Balance of Mortgage Pass-Through ----------- Certificates, Series 1997-S3, Class (the "Certificates"), issued pursuant to the Pooling and - Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 1997 among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and The First National Bank of Chicago, as trustee (the "Trustee"). The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement. Very truly yours, (Seller) By: Name: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm K-1 EXHIBIT L [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: =============================================== =============================================== The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer"). 1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act. 2. The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Master Servicer (as defined in the Pooling and Servicing Agreement (the "Agreement"), dated as of February 1, 1997 among Residential Funding Corporation as Master Servicer, Residential Funding Mortgage Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and The First National Bank of Chicago, as trustee, as follows: a. The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of any state. b. The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities. c. The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer. d. Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities. e. The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act. *3. The Buyer represents that either (a) or (b) is satisfied, as marked below: : a. is not any employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986 (the "Code"), a Person acting, directly or indirectly, on behalf of any such 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; or b. will provide the Trustee, the Company and the Master Servicer with either: (i) an opinion of counsel, satisfactory to the Trustee, the Company and the Master Servicer, to the effect that the purchase and holding of a Certificate by or on behalf of the Buyer is permissible under applicable law, will not constitute or result in a 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 Company or the Master Servicer to any obligation or liability (including liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee, the Company or the Master Servicer; or (ii) in lieu of such opinion of counsel, a certification in the form of Exhibit J-2 to the Pooling and Servicing Agreement. * To be inserted when Prohibited Transaction Exemption 94-29, the individual exemption granted to RFC by the Department of Labor, will not exempt a transaction from the application of the prohibited transaction provisions of ERISA and the Code. 4. This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document. IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below. Print Name of Seller Print Name of Buyer By: By: Name: Name: Title: Title: Taxpayer Identification: Taxpayer Identification: No. No. Date: Date: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm L-1 ANNEX 1 TO EXHIBIT L QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers Other Than Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. 2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $______________________ in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below. ___ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code. ___ Bank. The Buyer (a) is a national bank or banking institution organized under the ---- laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached --------------------------- hereto. ------ [NY01B:304392.2] 16069-00388 02/14/97 1:23pm L-2 ___ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements. ___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the ------------- Securities Exchange Act of 1934. ___ Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State or territory or the District of Columbia. ___ State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. ___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. ___ Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940. ___ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. ___ Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. ___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company ---------- and whose participants are exclusively (a) plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R. 10 plans. 3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934. 5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A. ___ ___ Will the Buyer be purchasing the Rule 144A Yes No Securities only for the Buyer's own account? 6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection with any purchase of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of "qualified institutional buyer" set forth in Rule 144A. 7. The Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase. Print Name of Buyer By: Name: Title: Date: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm L-3 ANNEX 2 TO EXHIBIT L QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers That Are Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. 2. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used. ____ The Buyer owned $___________________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ____ The Buyer is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. 5. The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account. 6. The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. Print Name of Buyer By: Name: Title: IF AN ADVISER: Print Name of Buyer Date: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm L-4 EXHIBIT M [TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A LIMITED GUARANTY] ARTICLE XII Subordinate Certificate Loss Coverage; Limited Guaranty Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Subservicer will be entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Subservicer Advances previously made, (which will not be Advances or Subservicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Subservicer Advances reimbursed pursuant to Section 4.02(a), to the extent such Advances or Subservicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a). (b) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether any Realized Losses (other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses) will be allocated to the Class B Certificates on such Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer shall demand payment from Residential Funding of the amount of such Realized Loss and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a); provided, however, that the amount of such demand in respect of any Distribution Date shall in no event be greater than the sum of (i) the additional amount of Accrued Certificate Interest that would have been paid for the Class B Certificateholders on such Distribution Date had such Realized Loss or Losses not occurred plus (ii) the amount of the reduction in the Certificate Principal Balances of the Class B Certificates on such Distribution Date due to such Realized Loss or Losses. Notwithstanding such payment, such Realized Losses shall be deemed to have been borne by the Certificateholders for purposes of Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates will not be covered by the Subordinate Certificate Loss Obligation. (c) Demands for payments pursuant to this Section shall be made prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date by the Master Servicer with written notice thereof to the Trustee. The maximum amount that Residential Funding shall be required to pay pursuant to this Section on any Distribution Date (the "Amount Available") shall be equal to the lesser of (X) minus the sum of (i) all previous payments made under subsections (a) and (b) hereof and (ii) all draws under the Limited Guaranty made in lieu of such payments as described below in subsection (d) and (Y) the then outstanding Certificate Principal Balances of the Class B Certificates, or such lower amount as may be established pursuant to Section 12.02. Residential Funding's obligations as described in this Section are referred to herein as the "Subordinate Certificate Loss Obligation." (d) The Trustee will promptly notify General Motors Acceptance Corporation of any failure of Residential Funding to make any payments hereunder and shall demand payment pursuant to the limited guaranty (the "Limited Guaranty"), executed by General Motors Acceptance Corporation, of Residential Funding's obligation to make payments pursuant to this Section, in an amount equal to the lesser of (i) the Amount Available and (ii) such required payments, by delivering to General Motors Acceptance Corporation a written demand for payment by wire transfer, not later than the second Business Day prior to the Distribution Date for such month, with a copy to the Master Servicer. (e) All payments made by Residential Funding pursuant to this Section or amounts paid under the Limited Guaranty shall be deposited directly in the Certificate Account, for distribution on the Distribution Date for such month to the Class B Certificateholders. (f) The Company shall have the option, in its sole discretion, to substitute for either or both of the Limited Guaranty or the Subordinate Certificate Loss Obligation another instrument in the form of a corporate guaranty, an irrevocable letter of credit, a surety bond, insurance policy or similar instrument or a reserve fund; provided that (i) the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision) an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that obtaining such substitute corporate guaranty, irrevocable letter of credit, surety bond, insurance policy or similar instrument or reserve fund will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1) of the Code or on "contributions after the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding, and (ii) no such substitution shall be made unless (A) the substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not less than the then current Amount Available and contains provisions that are in all material respects equivalent to the original Limited Guaranty or Subordinate Certificate Loss Obligation (including that no portion of the fees, reimbursements or other obligations under any such instrument will be borne by the Trust Fund), (B) the long term debt obligations of any obligor of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not supported by the Limited Guaranty) shall be rated at least the lesser of (a) the rating of the long term debt obligations of General Motors Acceptance Corporation as of the date of issuance of the Limited Guaranty and (b) the rating of the long term debt obligations of General Motors Acceptance Corporation at the date of such substitution and (C) the Company obtains written confirmation from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company that such substitution shall not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss Obligation pursuant to this Section shall be accompanied by a written Opinion of Counsel to the substitute guarantor or obligor, addressed to the Master Servicer and the Trustee, that such substitute instrument constitutes a legal, valid and binding obligation of the substitute guarantor or obligor, enforceable in accordance with its terms, and concerning such other matters as the Master Servicer and the Trustee shall reasonably request. Neither the Company, the Master Servicer nor the Trustee shall be obligated to substitute for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any circumstance. Section 12.02. Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding 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 Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (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) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. [NY01B:304392.2] 16069-00388 02/14/97 1:23pm M-1 EXHIBIT N [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series 1997-S3 , 199__ The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, Illinois 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 Ladies and Gentlemen: WHEREAS, Residential Funding Corporation, a Delaware corporation ("Residential Funding"), an indirect wholly-owned subsidiary of General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain obligations as described under Section 12.01 of the Pooling and Servicing Agreement dated as of February 1, 1997 (the "Servicing Agreement"), among Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential Funding and The First National Bank of Chicago (the "Trustee") as amended by Amendment No. ___ thereto, dated as of ________, with respect to the Mortgage Pass-Through Certificates, Series 1997-S3 (the "Certificates"); and WHEREAS, pursuant to Section 12.01 of the Servicing Agreement, Residential Funding agrees to make payments to the Holders of the Class B Certificates with respect to certain losses on the Mortgage Loans as described in the Servicing Agreement; and WHEREAS, GMAC desires to provide certain assurances with respect to the ability of Residential Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation; NOW THEREFORE, in consideration of the premises herein contained and certain other good and valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows: 1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential Funding), either directly or through a subsidiary, in any case prior to the related Distribution Date, such moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and as the same arises from time to time upon the demand of the Trustee in accordance with Section 12.01 of the Servicing Agreement. (b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this Limited Guaranty pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination of the Trust Fund pursuant to the Servicing Agreement. 2. Waiver. GMAC hereby waives any failure or delay on the part of Residential Funding, the Trustee or any other person in asserting or enforcing any rights or in making any claims or demands hereunder. Any defective or partial exercise of any such rights shall not preclude any other or further exercise of that or any other such right. GMAC further waives demand, presentment, notice of default, protest, notice of acceptance and any other notices with respect to this Limited Guaranty, including, without limitation, those of action or nonaction on the part of Residential Funding or the Trustee. 3. Modification, Amendment and Termination. This Limited Guaranty may be modified, amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC. 4. Successor. Except as otherwise expressly provided herein, the guarantee herein set forth shall be binding upon GMAC and its respective successors. 5. Governing Law. This Limited Guaranty shall be governed by the laws of the State of New York. 6. Authorization and Reliance. GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Company and the Trustee to rely on the covenants and agreements set forth herein. 7. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Servicing Agreement. 8. Counterparts. This Limited Guaranty may be executed in any number of counterparts, each of which shall be deemed to be an original and such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed and delivered by its respective officers thereunto duly authorized as of the day and year first above written. GENERAL MOTORS ACCEPTANCE CORPORATION By: Name: Title: Acknowledged by: THE FIRST NATIONAL BANK OF CHICAGO, as Trustee By: Name: Title: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. By: Name: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm N-1 EXHIBIT O FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN __________________, 19____ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Lake Boulevard Suite 600 Minneapolis, Minnesota 55437 The First National Bank of Chicago One First National Plaza Suite 0126 Chicago, Illinois 60670-0126 Attention: Residential Funding Corporation Series 1997-S3 Re: Mortgage Pass-Through Certificates, Series 1997-S3 Assignment of Mortgage Loan Ladies and Gentlemen: This letter is delivered to you in connection with the assignment by _________________ (the "Trustee") to _______________________ (the "Lender") of _______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of February 1, 1997 among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and warrants to, and covenants with, the Master Servicer and the Trustee that: (i) 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) the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and the form of the transaction is solely to comply with, or facilitate the transaction under, such local laws; (iii) the Mortgage Loan following the proposed assignment will be modified to have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and iv) such assignment is at the request of the borrower under the related MortgageLoan. Very truly yours, (Lender) By: Name: Title: [NY01B:304392.2] 16069-00388 02/14/97 1:23pm O-1 EXHIBIT P SCHEDULE OF DISCOUNT FRACTIONS Schedule of Discount Fractions PRINCIPAL NET MORTGAGE DISCOUNT PO LOAN # BALANCE RATE FRACTION BALANCE 1549025 137,899.61 7.320 2.4000000000% 3,309.59 1540613 597,168.04 7.345 2.0666666667% 12,341.47 1543971 391,430.74 7.345 2.0666666667% 8,089.57 1544175 329,761.16 7.345 2.0666666667% 6,815.06 1550404 257,413.55 7.345 2.0666666667% 5,319.88 1550432 117,914.59 7.345 2.0666666667% 2,436.90 1550442 169,377.32 7.345 2.0666666667% 3,500.46 1551438 426,579.66 7.345 2.0666666667% 8,815.98 1551491 358,740.17 7.345 2.0666666667% 7,413.96 1552193 324,528.05 7.345 2.0666666667% 6,706.91 1551118 600,000.00 7.420 1.0666666667% 6,400.00 1539561 360,545.35 7.470 0.4000000000% 1,442.18 1541168 304,568.07 7.470 0.4000000000% 1,218.27 1544832 280,000.00 7.470 0.4000000000% 1,120.00 1545207 219,844.72 7.470 0.4000000000% 879.38 1546231 403,927.17 7.470 0.4000000000% 1,615.71 1547360 299,788.26 7.470 0.4000000000% 1,199.15 1547788 497,648.51 7.470 0.4000000000% 1,990.59 1548720 247,824.96 7.470 0.4000000000% 991.30 1550328 247,824.97 7.470 0.4000000000% 991.30 1550399 106,224.97 7.470 0.4000000000% 424.90 1550490 649,541.24 7.470 0.4000000000% 2,598.16 1550526 202,357.07 7.470 0.4000000000% 809.43 1550701 148,000.00 7.470 0.4000000000% 592.00 1550770 359,490.18 7.470 0.4000000000% 1,437.96 1551434 331,765.68 7.470 0.4000000000% 1,327.06 1551436 305,566.67 7.470 0.4000000000% 1,222.27 1551456 355,748.74 7.470 0.4000000000% 1,422.99 1551490 374,735.32 7.470 0.4000000000% 1,498.94 1551579 299,575.15 7.470 0.4000000000% 1,198.30 1551588 349,752.97 7.470 0.4000000000% 1,399.01 1551642 219,045.29 7.470 0.4000000000% 876.18 1551660 419,405.21 7.470 0.4000000000% 1,677.62 1551780 87,875.36 7.470 0.4000000000% 351.50 1551820 284,196.96 7.470 0.4000000000% 1,136.79 1551855 238,518.12 7.470 0.4000000000% 954.07 1552030 249,000.00 7.470 0.4000000000% 996.00 1552536 185,868.72 7.470 0.4000000000% 743.47 1552792 223,042.47 7.470 0.4000000000% 892.17 1553047 134,904.71 7.470 0.4000000000% 539.62 1553049 129,908.24 7.470 0.4000000000% 519.63 1553227 282,000.00 7.470 0.4000000000% 1,128.00 1553251 238,331.66 7.470 0.4000000000% 953.33 1553254 294,117.24 7.470 0.4000000000% 1,176.47 1553339 267,061.38 7.470 0.4000000000% 1,068.25 1554255 264,812.97 7.470 0.4000000000% 1,059.25 1554419 197,910.21 7.470 0.4000000000% 791.64 1554426 321,294.35 7.470 0.4000000000% 1,285.18 $14,092,835.78 0.7995402185% $112,677.89 [NY01B:304392.2] 16069-00388 02/14/97 1:23pm P-1 -----END PRIVACY-ENHANCED MESSAGE-----